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)

July 21, 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

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:

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

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

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

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

Exhibit Index on page 4

Item 7.01  Regulation FD Disclosure.

On July 21, 2009, Ceradyne, Inc. issued a press release announcing that it has received an $18.7 million order for SAPI (Small Arms Protective Inserts) lightweight ceramic body armor from the U.S. Army RDECOM, Aberdeen Proving Grounds, Maryland. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On July 23, 2009, Ceradyne, Inc. issued a press release announcing that in response to the U.S. Marine Corps Systems Command (MARCORSYSCOM) solicitation, it has been awarded Deelopment Test Helmet awards valued at approximately $1.2 million.

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 and Exhibit 99.2, 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 July 21, 2009.

Exhibit Number	Description
99.2	Press release of Ceradyne, Inc. dated July 23, 2009.

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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.
July 24, 2009	By:	/s/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon
		Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated July 21, 2009.

Exhibit Number	Description
99.2	Press release of Ceradyne, Inc. dated July 23, 2009.

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EX-99.1

 

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

CERADYNE, INC. RECEIVES $18.7 MILLION SAPI BODY ARMOR ORDER

Costa Mesa, Calif.—July 21, 2009—Ceradyne, Inc. (NASDAQ: CRDN) announced that it has received an $18.7 million order for SAPI (Small Arms Protective Inserts) lightweight ceramic body armor. The order was issued by the U.S. Army RDECOM, Aberdeen Proving Grounds, Maryland. The Company expects to begin shipments in the fourth quarter of 2009, with completion prior to December 31, 2009. The order is a Foreign Military Sales (FMS) requirement.

David Reed, President of North American Operations, commented:  “We are very pleased to receive this additional FMS body armor order. We believe that the government placed this order with Ceradyne, at least in part, due to its reliable delivery, quality performance on previous SAPI procurements and competitive pricing. This is a new order from the U.S. Army and should not be confused with the XSAPI/ESAPI 5-year procurement previously announced.”

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.

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EX-99.2

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

CERADYNE, INC. RECEIVES U.S. MARINE CORPS DEVELOPMENTAL

TEST HELMET AWARDS

Costa Mesa, California: Salem, New Hampshire—July 23, 2009—In response to the U.S. Marine Corps Systems Command (MARCORSYSCOM) solicitation, Ceradyne, Inc. (NASDAQ: CRDN) has been awarded Developmental Test Helmet awards valued at approximately $1.2 million. These test helmets are expected to be delivered within 30 days.

On June 9, 2009, Ceradyne announced that it had acquired substantially all of the business, assets and technology of the Salem, New Hampshire based helmet manufacturer, Diaphorm Technologies, LLC. Simultaneously, Ceradyne announced that it had submitted a response to a Marine Corps solicitation, now in conjunction with the U.S. Army PEO Soldier. The solicitation was for the procurement of Enhanced Combat Helmets (ECH) with the intention to procure prototype combat helmets with the option to field production helmets to both services.

This Developmental Test Helmet awards are a direct result of the solicitation. The government has the option of procuring a minimum of 310 helmets and a maximum of approximately 246,840 helmets over the next two years.

As Ceradyne stated in its June 9, 2009 press release, “Ceradyne’s strategy is to combine its successful track record in body armor programs with the proprietary helmet-forming technologies of Diaphorm to create a world class manufacturer of Enhanced Combat Helmets. Ceradyne-Diaphorm’s Enhanced Combat Helmet will provide substantively increased levels of protection, utilizing high-volume repeatable manufacturing with reliable on-time delivery to support expedited procurements.”

David Reed, President of North American Operations, commented: “Our Enhanced Combat Helmet team is very pleased and excited regarding this recent award. This type of product is exactly what we had in mind when we developed our diversification and acquisition strategy—taking advantage of our state-of-the-art ballistic technology in areas of the military where our past performance and quality are already established. This strategy led directly to our recent Diaphorm acquisition.

“Our intention is to maintain the helmet research and development activities in Salem, New Hampshire, and, assuming a production award, implement a production volume helmet line in our state-of-the-art ‘lean’ armor assembly plant in Irvine, California.”

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.

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