8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2009

CERADYNE, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-13059	33-0055414
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3169 Red Hill Avenue, Costa Mesa, CA	92626
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 549-0421

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On March 31, 2009, Ceradyne, Inc. issued a press release announcing that it has received a delivery order for approximately $77 million for XSAPI ceramic body armor plates. The release was issued under the $2.37 billion five-year ID/IQ (Indefinite Delivery/Indefinite Quantity) contract announced earlier in October 2008. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated March 31, 2009.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CERADYNE, INC.

April 1, 2009

By: /s/ Jerrold J. Pellizzon                          
Jerrold J. Pellizzon
Chief Financial Officer and Secretary

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated March 31, 2009.

4

EX-99.1

EXHIBIT 99.1

David Reed
President North American Operations
(714) 549-0421, x8245 Phil Bourdillon/Gene Heller
Silverman Heller Associates
(310) 208-2550

CERADYNE, INC. RECEIVES $77 MILLION XSAPI BODY ARMOR ORDER

Costa Mesa, Calif.—March 31, 2009—Ceradyne, Inc. (NASDAQ: CRDN) announced that it has received a delivery order for approximately $77 million for XSAPI ceramic body armor plates. Ceradyne will begin shipping this XSAPI production release in the second quarter of 2009 and expects to complete the order in the fourth quarter of 2009. The release was issued under the $2.37 billion five-year ID/IQ (Indefinite Delivery/Indefinite Quantity) contract announced earlier in October 2008. The Company also announced it has successfully completed all First Article Testing and associated lot testing on its related ESAPI and XSAPI designs.

This approximately $77 million initial XSAPI production order replaces the $73 million XSAPI production order announced by Ceradyne on October 9, 2008; that order was subsequently withdrawn when a competitor protested the award.

As is Ceradyne’s policy, we book as orders only actual releases with firm delivery dates. Therefore, this release of approximately $77 million will become part of our backlog and not the $2.37 billion five-year ID/IQ contract.

David P. Reed, Ceradyne President North American Operations, commented: “We are extremely pleased to have been awarded this XSAPI contract. Although it was delayed, we intend to ship this release in its entirety in calendar 2009. Our large installed industrial base should allow us to provide the Army its XSAPI requirements with on-time deliveries and high quality. We believe that our track record on ESAPI and our vertically integrated strategy; i.e., from powder to final product, has been instrumental in our winning over 70% of the government’s needs.

“This new armor system was designed by Ceradyne’s extensive ceramic, polymer and ballistic research team here in Costa Mesa and Irvine, California. The XSAPI design is the most robust ballistic protection available to our American fighting men and women. It not only stops the most lethal ‘X’ ballistic threats, but also defeats other threats that the former ESAPI and SAPI systems were designed to address as well.”

Reed further commented: “During the balance of 2009, our engineers and senior staff will be working with the military to more clearly define battlefield threats and deployment plans through the year 2013.”

Ceradyne develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications. Additional information about the Company can be found at www.ceradyne.com.

Except for the historical information contained herein, this press release contains forward-looking statements regarding future events and the future performance of Ceradyne that involve risks and uncertainties that could cause actual results to differ materially from those projected. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions are intended to identify forward-looking statements. These risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and its Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission.

###