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)

December 19, 2007

CERADYNE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-13059 (Commission File Number)	33-0055414 (IRS Employer Identification No.)
3169 Red Hill Avenue, Costa Mesa, CA (Address of principal executive offices)		92626 (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:

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))

Exhibit Index on page 4

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 7.01 Regulation FD Disclosure.

     On December 19, 2007, Ideal Innovations, Inc., Oshkosh Truck Corporation, and Ceradyne, Inc. issued a press release announcing that they have been awarded a delivery order of $18.1 million by the government to produce and deliver Category 1 (6 man) variants and targets of The Bull™ Mine Resistant Ambush Protected (MRAP) vehicle to the U.S. Marine Corps Joint MRAP program office. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     On December 19, 2007, Ceradyne, Inc. issued a press release announcing that it has been awarded a new three-year indefinite delivery/indefinite quantity (ID/IQ) government contract for Enhanced Small Arms Protective Inserts (ESAPI), with an initial $16.2 million delivery release.

     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 Ideal Innovations, Inc., Oshkosh Truck Corporation, and Ceradyne, Inc. dated December 19, 2007.
99.2	Press release of Ceradyne, Inc. dated December 19, 2007.

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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.
December 21, 2007	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 Ideal Innovations, Inc., Oshkosh Truck, and Ceradyne, Inc. dated December 19, 2007.
99.2	Press release of Ceradyne, Inc. dated December 19, 2007.

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EX-99.1

EXHIBIT 99.1

IDEAL INNOVATIONS, INC., OSHKOSH TRUCK, AND CERADYNE, INC. AWARDED
CONTRACT FOR BULL™ MINE RESISTANT AMBUSH PROTECTED VEHICLES

Team Will Manufacture and Deliver Bull™ Armored Vehicles to US Military For Testing

ARLINGTON, VA, OSHKOSH, WI, & COSTA MESA, CA, DECEMBER 19, 2007— Ideal Innovations, Inc. (I-3), Oshkosh Truck Corporation [NYSE:OSK], and Ceradyne, Inc. [NASDAQ:CRDN] announced today that they have been awarded a delivery order of $18.1 million by the government to produce and deliver Category 1 (6 man) variants and targets of The Bull™ Mine Resistant Ambush Protected (MRAP) vehicle to the U.S. Marine Corps Joint MRAP program office. The vehicles are to be delivered in the first quarter of calendar year 2008 and will be used for further government testing of their Explosively Formed Penetrator (EFP) resistant capabilities. Improving upon current MRAP vehicle protection and mobility capabilities, these vehicles are designated as MRAP II type vehicles. This delivery order will be shipped against a $12.5 billion indefinite delivery/indefinite quantity (ID/IQ) contract. The companies record as firm orders and backlog only delivery orders, such as the above $18.1 million, that have firm scheduled delivery dates.

“The team is looking forward to supplying the The Bull™ MRAP II to the government for further testing. We will continue to work with our partners in this effort to ensure we provide vehicles to meet contract requirements and bring this life-saving technology to the field as quickly as possible,” said Bob Kocher, president of Ideal Innovations, Inc.

The Bull™, an MRAP II armored combat vehicle, is manufactured on an existing military chassis, manufactured by Oshkosh Truck, designed for off-road operations with parts, logistics, manuals and training; all of which are currently available within the Department of Defense system as part of the Medium Tactical Vehicle Replacement (MTVR) Truck Program. The new vehicle features an undercarriage design with V-shaped plates that deflect, rather than absorb, Improvised Explosive Device (IED) and mine blasts from below. The integrated design crew compartment, manufactured by Ceradyne, helps to protect the crew with an advanced armor designed to defeat IEDs and Explosively Formed Penetrators (EFPs), the most dangerous threats faced today by marines and soldiers in Iraq.

On October 2, 2007, I-3, Oshkosh Truck, and Ceradyne, Inc. announced that they had delivered their initial two test vehicles to the U.S. Army Aberdeen Test Center. The government solicitation to industry was posted on July 31, which gave vendors 60 days to submit their proposals and vehicles for blast and road testing. The positive results displayed by the initial test vehicles have paved the way for additional user testing on the 6 vehicles which will follow.

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About Oshkosh Truck Corporation
Oshkosh Truck Corporation is a leading designer, manufacturer and marketer of a broad range of specialty access equipment, military, fire and emergency and commercial vehicles and vehicle bodies. Oshkosh’s products are valued worldwide by rental companies, defense forces, fire and emergency units, municipal and airport support services and concrete placement and refuse businesses where high quality, superior performance, rugged reliability and long-term value are paramount. For more information, log on to www.oshkoshtruckcorporation.com.

About Ideal Innovation, Inc.
I-3 is a worldwide consulting firm that provides innovative solutions for government and private industry to meet their most pressing technological, scientific, managerial and security requirements. I-3 was recently ranked the second fastest-growing government services company and the 46th fastest growing company in the nation on the Inc. 500. For more information, visit www.idealinnovations.com. ™ is a trademark of Ideal Innovations, Inc.

About Ceradyne, Inc.
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.

Forward-Looking Statements
For Oshkosh Truck
This press release contains statements that the company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital spending and debt levels, and plans and objectives of management for future operations, are forward-looking statements. When used in this press release, words such as “expects,” “intends,” “estimates,” “anticipates,” or “believes” and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the Company’s markets, the Company’s ability to successfully execute on the “Bull"™ teaming agreement, risks related to reductions in government expenditures and the uncertainty of government contracts. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission.

For Ceradyne, Inc.
Except for the historical information contained herein, this news 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, 2006, and its Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission.

CONTACT:

Ideal Innovations, Inc.
Robert W. Kocher, President
703-528-9101

Ceradyne, Inc.
Marc King, Vice President, Armor Operations
202-223-9545

Oshkosh Truck Corporation
Ann Stawski
Vice President, Marketing Communications
920-966-5959

Patrick Davidson
Vice President, Investor Relations
920-966-5939

EX-99.2

Exhibit 99.2

Joel P. Moskowitz
Chief Executive Officer
(714) 549-0421, x8261 Phil Bourdillon/Gene Heller
Silverman Heller Associates
(310) 208-2550

CERADYNE, INC. RECEIVES NEW ID/IQ ESAPI ORDER
3-Year Order with Initial $16.2 Million Delivery Release

Costa Mesa, Calif.—December 19, 2007—Ceradyne, Inc. (NASDAQ: CRDN) has been awarded an indefinite delivery/indefinite quantity (ID/IQ) 3-year order from the Defense Supply Center Philadelphia (DSCP) for a minimum of $22 million to a maximum of $87 million. The initial delivery order of $16.2 million is scheduled to be shipped in the second quarter of 2008. Ceradyne’s practice is to only book firm delivery orders, such as the above $16.2 million, as backlog for scheduled delivery. Both the 3-year ID/IQ and the initial delivery order are new orders for Enhanced Small Arms Protective Inserts (ESAPI).

David P. Reed, Ceradyne President North American Operations, commented: “We are very pleased to have received this new order and we believe we will continue to ship this ESAPI product on time with the high standards of quality required. Based on non-binding conversations with the government, we believe that this initial delivery order may be increased in 2008.”

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, 2006, and its Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission.

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