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): April 25, 2008

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))

Exhibit Index on page 4

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Item 2.02 Results of Operations and Financial Condition.

On April 25, 2008, Ceradyne, Inc. issued a press release regarding unaudited preliminary results of operations for the first quarter ended March 31, 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 April 25, 2008.

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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.
April 25, 2008	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 April 25, 2008.

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EX-99.1

Exhibit 99.1

Jerrold J. Pellizzon
Chief Financial Officer
(714) 549-0421, x8262 Phil Bourdillon/Gene Heller
Silverman Heller Associates
(310) 208-2550

CERADYNE, INC. REPORTS FIRST-QUARTER
2008 FINANCIAL RESULTS

Costa Mesa, Calif.—April 25, 2008—Ceradyne, Inc. (Nasdaq: CRDN) today reported financial results for the first quarter ended March 31, 2008.

Sales for first-quarter 2008 increased slightly to $188.5 million from $188.4 million in first-quarter 2007. Net income for first-quarter 2008 decreased 13.6% to $32.9 million, or $1.20 per fully diluted share, compared to $38.1 million, or $1.38 per fully diluted share, in first-quarter 2007. Fully diluted average shares outstanding for first-quarter 2008 were 27,407,000 compared to 27,528,000 in the same period in 2007.

Gross profit margin was 37.9% of net sales in first-quarter 2008 compared to 40.9% in first quarter 2007. The provision for income taxes was 36.3% in first-quarter 2008, compared to 36.1% in first quarter 2007.

New orders for first-quarter 2008 were $211.8 million, compared to $176.5 million for the same period last year.

Total order backlog as of March 31, 2008 was $262.7 million, compared to $332.3 million at March 31, 2007.

Joel P. Moskowitz, Ceradyne president and chief executive officer, commented: “During the first quarter of 2008, we continued to make progress on our strategy of diversification through internal developments, as well as through possible acquisitions. A few brief highlights of Q1 include:

• Tom Cole Appointed Vice President Business Development. Tom previously served as president of Minco, Inc., which we acquired on July 10, 2007. Tom’s entire career has been in engineering and senior management related to industrial ceramics. I believe he will be a catalyst in moving the Company forward in 2008 on several acquisition opportuities.

• Solar Energy Ceramic Crucibles. We continue to see increasing demand for our high purity ceramic crucibles used in the manufacture of polycrystalline silicon for photovoltaic solar cells. We anticipate our proposed new 200,000 square foot ceramic crucible manufacturing facility in Tianjin, China, will be in production early in 2009. This is in addition to the 98,000 square foot ceramic crucible manufacturing facility we opened in 2007 in Tianjin, China.

• Ceradyne Stock Repurchase Plan. On March 4, 2008, we announced that Ceradyne’s Board had authorized the repurchase of up to $100 million worth of our common stock in the open market or in privately negotiated transactions. To date, we have purchased approximately one million shares at an average price of approximately $30 per share.”

Mr. Moskowitz further commented: “On February 26, 2008, we provided the following guidance for all of 2008:

• Sales range from $715 million to $836 million;

• Earnings range from $4.55 to $5.05 per fully diluted share.

Based on our current new order rate, backlog and Q1 results, we are pleased to reiterate the above guidance.

“Due to the potential magnitude of the BULLÔ combat vehicle program, as well as the five-year XSAPI/ESAPI proposal, neither of which has been awarded, we have provided the 2008 guidance with an unusually wide range. The lower range reflects all of our current business units (even though multi-year XSAPI/ESAPI orders will not be issued before Q3 2008), but does not include any production orders for the BULL combat vehicle. The higher end of the range includes the lower end plus production of the BULL combat vehicle in the second half of 2008.”

Ceradyne will host a conference call today at 8:00 a.m. PDT (11:00 a.m. EDT) to review the financial results for the quarter ended March 31, 2008. To participate in the teleconference, please call toll free 877-717-3046 (or 706-634-6364 for international callers). Investors or other interested parties may listen to the teleconference live via the Internet at www.ceradyne.com or www.earnings.com. These web sites will also host an archive of the teleconference. A telephonic playback will be available beginning at 11:00 a.m. PDT today through 9:00 p.m. PDT on April 29, 2008. The playback can be accessed by calling 800-642-1687 (or 706-645-9291 for international callers) and providing Conference ID 43635399.

Ceradyne develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications. Additional information can be found at the Company’s web site: 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, 2007, and its Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date thereof.

-more-

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Below is a summary of unaudited comparative results.

CERADYNE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)

	Three Months Ended
	March 31,
	2008			2007
	(Unaudited)
NET SALES	$	188,537		$	188,443
COST OF GOODS SOLD		117,008			111,331
Gross profit		71,529			77,112
OPERATING EXPENSES
Selling		7,855			6,298
General and administrative		11,815			9,777
Research and development		3,007			3,486
		22,677			19,561
Income from operations		48,852			57,551
OTHER INCOME (EXPENSE):
Royalty income		31			30
Interest income		2,709			2,778
Interest expense		(1,112	)		(1,025	)
Miscellaneous		1,132			274
		2,760			2,057
Income before provision for income taxes		51,612			59,608
PROVISION FOR INCOME TAXES		18,710			21,519
NET INCOME	$	32,902		$	38,089
BASIC INCOME PER SHARE	$	1.21		$	1.40
DILUTED INCOME PER SHARE	$	1.20		$	1.38
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC		27,150			27,150
DILUTED		27,407			27,528

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CERADYNE, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)

	March 31,		December 31,
	2008		2007
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	185,766	$	155,103
Restricted cash		2,678		2,660
Short-term investments		11,488		29,582
Accounts receivable, net of allowances for doubtful accounts of approximately $941 and $792 at March 31, 2008 and December 31, 2007, respectively		89,298		85,346
Other receivables		7,354		5,704
Inventories, net		98,595		92,781
Production tooling, net		15,024		16,632
Prepaid expenses and other		12,372		12,391
Deferred tax asset		12,590		12,455
TOTAL CURRENT ASSETS		435,165		412,654
PROPERTY, PLANT AND EQUIPMENT, net		266,657		243,892
LONG TERM INVESTMENTS		35,564		38,089
INTANGIBLE ASSETS, net		36,533		37,578
GOODWILL		47,685		46,848
OTHER ASSETS		4,133		4,225
TOTAL ASSETS	$	825,737	$	783,286
CURRENT LIABILITIES
Accounts payable	$	37,450	$	35,990
Accrued expenses		27,082		22,483
Income taxes payable		16,389		258
TOTAL CURRENT LIABILITIES		80,921		58,731
LONG-TERM DEBT		121,000		121,000
EMPLOYEE BENEFITS		15,126		13,650
OTHER LONG TERM LIABILITY		5,108		4,985
DEFERRED TAX LIABILITY		5,865		6,291
TOTAL LIABILITIES		228,020		204,657
COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY
Common stock, $0.01 par value, 100,000,000 authorized, 26,334,593 and 27,318,530 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively		263		272
Additional paid in capital		156,268		185,702
Retained earnings		394,203		361,301
Accumulated other comprehensive income		46,983		31,354
TOTAL SHAREHOLDERS’ EQUITY		597,717		578,629
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	825,737	$	783,286

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