Mail Stop 7010

      November 10, 2005

Jerrold J. Pellizzon
Vice President and Chief Financial Officer
Ceradyne, Inc.
3269 Red Hill Avenue
Costa Mesa, CA 92626

Re:	Ceradyne, Inc.
	Registration Statement on Form S-3
	Filed on October 21, 2005
	File No. 333-129197

Dear Mr. Pellizzon:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. At the time the company requests acceleration of this
registration
statement, the company should state that it has no present intent
to
make the first offering of securities promptly, and therefore will
be
making the offering on a delayed basis rather than in reliance on
Rule
430A.  Alternatively, the company should file a pre-effective
amendment to include all of the information about the securities
to be
offered, plan of distribution, a clean legality opinion and, if
applicable, an underwriting agreement with regard to any
securities to
be offered promptly, including in reliance on Rule 430A.

Calculation of Registration Fee Table

2. We reference footnote 3.  Please confirm that as shares of the
underlying common stock are offered and sold, you will count them
against the dollar amount of the securities remaining on this
registration statement.

Risk Factors, page 1

3. Please delete the second and third sentences of the first
paragraph. All material risks should be described.  If risks are
not
deemed material, you should not reference them.

4. Please note that it may be appropriate to include risk factors
in
your takedown supplements on issues specific to the securities
such as
the lack of an intention to list the debt securities on any
trading
market.

Use of Proceeds, page 4

5. Supplementally confirm to us that your takedown supplements
will
disclose the amount and terms of debt you may pay off with
proceeds
from the sale of the securities.

Description of Debt Securities, page 5

6. Delete the statement on page 9 that you take no responsibility
for
the accuracy of the information you provide concerning DTC.  We
would
not object if you noted that you are not responsible for the
performance of DTC of its obligations under the rules and
procedures
governing its operations.

7. We advise you that the debt securities may not be convertible
into
"other securities" that have not been registered under this
registration statement unless the debt securities convertible into
such other securities are not legally convertible immediately or
within one year of the date of sale of the debt securities.  All
of
the underlying classes of securities must be identified in the
registration statement.

Plan of Distribution, page 15

8. Rule 415(a)(4) requires that in an "at the market" equity
offering
by a registrant, the underwriter must be named in a prospectus
that is
"part of the registration statement."  If you intend to conduct
such
an offering prior to December 1st, please clarify that prior to
December 1st, a post-effective amendment will be filed to name
underwriters. On or after December 1st, an issuer that meets the
conditions of the revised provisions of Rule 415(a)(4) for such
offerings would not have to file a post-effective amendment for
such
purposes.
9. We note your disclosure that third parties may engage in short
sales in your securities. Supplementally confirm that you are
aware of
Telephone Interp. A.65 (July 1997) on this matter, which is
publicly
available on our website, and revise your disclosure accordingly.

Legal Matters, page 17

10. Please confirm to us that you will file a clean opinion,
either in
post-effective amendment or in a Form 8-K, for each takedown.

Exhibit 5.1 - Legal Opinion

11. Since the indenture is governed by the laws of New York, the
opinion cannot be limited to Delaware law. Counsel must also opine
that the warrants are binding obligations under the state contract
law
governing the warrant agreement. Please revise.

12. Please delete as inappropriate, the enforceability
qualifications
in clauses (iii)-(vii).

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brigitte Lippmann at (202) 551-3713 or Chris
Edwards at (202) 551-3742 if you have questions. In this regard,
please do not hesitate to contact the undersigned at (202) 551-
3760.

Sincerely,



Pamela A. Long
Assistant Director

cc:	Robert Rich, Esq.
	Stradling Yocca Carlson & Rauth
	660 Newport Center Drive, Suite 1600
	Newport Beach, CA 92660
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Jerrold J. Pellizzon
Ceradyne, Inc.
November 10, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE