X0303 4 2008-08-28 0000018937 CERADYNE INC CRDN 0001268643 WALDAL JEFFREY J 3169 RED HILL AVENUE COSTA MESA CA 92626 1 Vice President Common Stock 2008-08-28 4 M 0 300 0 A 1571 D Common Stock 2008-08-28 4 F 0 106 46.31 D 1465 D Common Stock 238 I Non-qualified Deferred Compensation Plan Common Stock 1585 I By 401(k) Plan Trust Restricted Stock Units 0 2008-08-28 4 M 0 300 0 D 2011-08-28 Common Stock 300 900 D No shares were sold. These 106 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the Award. Includes 44 shares acquired on 06/06/2008 through a matching contribution by the Company in connection with the Non-Qualified Deferred Compensation Plan. Includes 121 shares acquired on 06/17/2008 through a matching contribution by the Company in connection with the Ceradyne 401(k) Plan. Each Restricted Stock Unit represents the contingent right to receive one share of common stock. This Award vests as to 300 units on each of 08/28/2007, 08/28/2008, 08/28/2009, 08/28/2010 and 08/28/2011. /s/ Jerrold J. Pellizzon, attorney-in-fact for Mr. Waldal 2008-09-02