<PAGE>
 
    As Filed With the Securities and Exchange Commission on June  30, 1995
                                                      Registration No. 33-
- --------------------------------------------------------------------------------


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington. D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             --------------------


                                CERADYNE, INC.
            (Exact name of registrant as specified in its charter)

                Delaware                               33-0055414
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)


              3169 Red Hill Avenue, Costa Mesa, California 92626
                   (Address of Principal Executive Offices)

                           -------------------------

                       1985 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                           ------------------------


                               James F. Gardner,
                  Vice President and Chief Financial Officer
                                Ceradyne, Inc.
                             3169 Red Hill Avenue
                         Costa Mesa, California 92626
                    (Name and address of agent for service)


                                (714) 549-0421
         (Telephone number, including area code, of agent for service)


                                   Copy to:
                             Robert E. Rich, Esq.
         Stradling, Yocca, Carlson & Rauth, A Professional Corporation
     660 Newport Center Drive, Suite 1600, Newport Beach, California 92660



                     (Facing page continued on next page)



                        This document contains 10 pages
                          Exhibit Index is on Page 8
<PAGE>
 
                            (Facing page continued)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------- 
                                          Proposed       
                                          Maximum          Proposed Maximum                    
Title of Securities     Amount To Be   Offering Price     Aggregate Offering      Amount Of       
To Be Registered       Registered (1)   Per Share (2)         Price (2)        Registration Fee 
- -----------------------------------------------------------------------------------------------
<S>                    <C>             <C>               <C>                  <C>
Common Stock,             20,000           $4.625              $92,500             $31.90
 $.01 Par Value           shares
- -----------------------------------------------------------------------------------------------
</TABLE>

(1)  As permitted by General Instruction E to Form S-8 under the Securities Act
     of 1933, this Registration Statement also relates to an aggregate of
     100,000 shares of the Registrant's Common Stock previously registered
     pursuant to Registration Statements on Form S-8 (Registration Nos. 2-97695
     and 33-22543).  The contents of such earlier Registration Statements are
     incorporated herein by this reference.

(2)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class as determined in accordance with Rule 457(c), using the average
     of the high and low prices reported by the NASDAQ Stock Market on June 23,
     1995.

                                       2
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

         (b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.

         (c) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement on Form 8-B filed under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions.  For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.


Item 4.  Description of Securities.
         ------------------------- 

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

         Not applicable.


Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

         (a) As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

         (b) The Registrant's Bylaws provide that the Registrant will indemnify
each person who was or is made a party to any proceeding by reason of the fact
that such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law.

                                       3
<PAGE>
 
         (c) The Registrant's Bylaws also give the Registrant the ability to
enter into indemnification agreements with each of its directors and officers.
The Registrant has entered into indemnification agreements with each of its
directors and officers, which provide for the indemnification of such directors
and officers against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

         Not Applicable.


Item 8.  Exhibits.
         -------- 


         4.1  Ceradyne, Inc. 1985 Employee Stock Purchase Plan (incorporated by
              reference to Exhibit 10.26 to Registrant's Registration Statement
              on Form S-1 (File No. 2-99930) filed on September 25, 1985).

         4.2  Amendment dated June 11, 1986 to the Ceradyne, Inc. 1985 Employee
              Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to
              Registrant's Registration Statement on Form S-8 (File No. 33-
              22543) filed on June 16, 1988).

         4.3  Amendment dated January 25, 1993 to the Ceradyne, Inc. 1985
              Employee Stock Purchase Plan (incorporated by reference to Exhibit
              10.28 to Registrant's Annual Report on Form 10-K for the fiscal
              year ended December 31, 1993).

         5    Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
              Corporation.

         23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
              Corporation (included in Exhibit 5).

         23.2 Consent of Arthur Andersen LLP.

         24   Power of Attorney (included on the signature page to the
              Registration Statement).

Item 9.  Undertakings.
         ------------ 

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         --------  -------
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a

                                       4
<PAGE>
 
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of the Exchange Act that are incorporated by reference in the
         registration statement.

              (2) That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (h)  Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                       5
<PAGE>
 
                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Costa Mesa, State of California, on the 29th day of
June, 1995.


                              CERADYNE, INC.



                              By:   /S/ JOEL P. MOSKOWITZ
                                    ---------------------
                                    Joel P. Moskowitz
                                    Chief Executive Officer


                               POWER OF ATTORNEY

         We, the undersigned officers and directors of Ceradyne, Inc., do hereby
constitute and appoint Joel P. Moskowitz and James F. Gardner, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                         Title                    Date
- --------------------------  ---------------------------------  -------------
<S>                         <C>                                <C>
 
/S/ JOEL P. MOSKOWITZ       Chairman of the Board, Chief       June 29, 1995
- --------------------------  Executive Officer, President and
Joel P. Moskowitz           Director (principal executive
                            officer)
  
/S/ JAMES F. GARDNER        Vice President--Finance and        June 29, 1995
- --------------------------  Chief Financial Officer (principal
James F. Gardner            financial officer)
  
/S/LEONARD M. ALLENSTEIN
- --------------------------  Director                           June 29, 1995
Leonard M. Allenstein
</TABLE>

                                       6
<PAGE>
 
<TABLE>
<S>                         <C>                                <C>
  
/S/ RICHARD A. ALLIEGRO
- --------------------------  Director                           June 29, 1995
Richard A. Alliegro
 
/S/ FRANK EDELSTEIN       
- --------------------------  Director                           June 29, 1995
Frank Edelstein
 
/S/ NORMAN A. GJOSTEIN     
- --------------------------  Director                           June 29, 1995
Norman A. Gjostein
 
/S/ WILLIAM P. LANPHEAR   
- --------------------------  Director                           June 29, 1995
William P. Lanphear
 
/S/ MELVIN A. SHADER      
- --------------------------  Director                           June 29, 1995
Melvin A. Shader
 
/S/ MILTON L. LOHR        
- --------------------------  Director                           June 29, 1995
Milton L. Lohr
 
</TABLE>

                                       7
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
Exhibit                                                                           Sequential
Number                                 Description                                Page Number
- -------                                -----------                                -----------
<C>      <S>                                                                      <C>
    4.1  Ceradyne, Inc. 1985 Employee Stock Purchase Plan (incorporated by
         reference to Exhibit 10.26 to Registrant's Registration Statement on
         Form S-1 (File No. 2-99930) filed on September 25, 1985).
    4.2  Amendment dated June 11, 1986 to the Ceradyne, Inc. 1985
         Employee Stock Purchase Plan (incorporated by reference to Exhibit
         4.6 to Registrant's Registration Statement on Form S-8 (File No. 33-
         22543) filed on June 16, 1988).
    4.3  Amendment dated January 25, 1993 to the Ceradyne, Inc. 1985
         Employee Stock Purchase Plan (incorporated by reference to Exhibit
         10.28 to Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1993).
      5  Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
         Corporation.
   23.1  Consent of Stradling, Yocca, Carlson & Rauth, a Professional
         Corporation (Included in Exhibit 5).
   23.2  Consent of Arthur Andersen LLP.
     24  Power of Attorney (included on the signature page to the Registration
         Statement)
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18555}]
{"company-data": {"conformed-name": "CERADYNE INC", "cik": "0000018937", "assigned-sic": "3290", "irs-number": "330055414", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60797", "film-number": "95551598"}, "business-address": {"street1": "3169 RED HILL", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7145490421"}, "mail-address": {"street2": "3169 RED HILL", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
As Filed With the Securities and Exchange Commission on June  30, 1995
                                                      Registration No. 33-
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington. D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             --------------------

                                CERADYNE, INC.
            (Exact name of registrant as specified in its charter)

                Delaware                               33-0055414
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

              3169 Red Hill Avenue, Costa Mesa, California 92626
                   (Address of Principal Executive Offices)

                           -------------------------

                       1985 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                           ------------------------

                               James F. Gardner,
                  Vice President and Chief Financial Officer
                                Ceradyne, Inc.
                             3169 Red Hill Avenue
                         Costa Mesa, California 92626
                    (Name and address of agent for service)

                                (714) 549-0421
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                             Robert E. Rich, Esq.
         Stradling, Yocca, Carlson & Rauth, A Professional Corporation
     660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                     (Facing page continued on next page)

                        This document contains 10 pages
                          Exhibit Index is on Page 8
(Facing page continued)

                        CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------- 
                                          Proposed       
                                          Maximum          Proposed Maximum                    
Title of Securities     Amount To Be   Offering Price     Aggregate Offering      Amount Of       
To Be Registered       Registered (1)   Per Share (2)         Price (2)        Registration Fee 
- -----------------------------------------------------------------------------------------------
Common Stock,             20,000           $4.625              $92,500             $31.90
 $.01 Par Value           shares
- -----------------------------------------------------------------------------------------------
(1)  As permitted by General Instruction E to Form S-8 under the Securities Act
     of 1933, this Registration Statement also relates to an aggregate of
     100,000 shares of the Registrant's Common Stock previously registered
     pursuant to Registration Statements on Form S-8 (Registration Nos. 2-97695
     and 33-22543).  The contents of such earlier Registration Statements are
     incorporated herein by this reference.

(2)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class as determined in accordance with Rule 457(c), using the average
     of the high and low prices reported by the NASDAQ Stock Market on June 23,
     1995.

                                       2
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

         (b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.

         (c) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement on Form 8-B filed under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions.  For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         ------------------------- 

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

         (a) As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

         (b) The Registrant's Bylaws provide that the Registrant will indemnify
each person who was or is made a party to any proceeding by reason of the fact
that such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law.

                                       3
(c) The Registrant's Bylaws also give the Registrant the ability to
enter into indemnification agreements with each of its directors and officers.
The Registrant has entered into indemnification agreements with each of its
directors and officers, which provide for the indemnification of such directors
and officers against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

         Not Applicable.

Item 8.  Exhibits.
         -------- 

         4.1  Ceradyne, Inc. 1985 Employee Stock Purchase Plan (incorporated by
              reference to Exhibit 10.26 to Registrant's Registration Statement
              on Form S-1 (File No. 2-99930) filed on September 25, 1985).

         4.2  Amendment dated June 11, 1986 to the Ceradyne, Inc. 1985 Employee
              Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to
              Registrant's Registration Statement on Form S-8 (File No. 33-
              22543) filed on June 16, 1988).

         4.3  Amendment dated January 25, 1993 to the Ceradyne, Inc. 1985
              Employee Stock Purchase Plan (incorporated by reference to Exhibit
              10.28 to Registrant's Annual Report on Form 10-K for the fiscal
              year ended December 31, 1993).

         5    Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
              Corporation.

         23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
              Corporation (included in Exhibit 5).

         23.2 Consent of Arthur Andersen LLP.

         24   Power of Attorney (included on the signature page to the
              Registration Statement).

Item 9.  Undertakings.
         ------------ 

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         --------  -------
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a

                                       4
post-effective amendment by those paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of the Exchange Act that are incorporated by reference in the
         registration statement.

              (2) That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (h)  Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Costa Mesa, State of California, on the 29th day of
June, 1995.

                              CERADYNE, INC.

                              By:   /S/ JOEL P. MOSKOWITZ
                                    ---------------------
                                    Joel P. Moskowitz
                                    Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of Ceradyne, Inc., do hereby
constitute and appoint Joel P. Moskowitz and James F. Gardner, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                         Title                    Date
- --------------------------  ---------------------------------  -------------
/S/ JOEL P. MOSKOWITZ       Chairman of the Board, Chief       June 29, 1995
- --------------------------  Executive Officer, President and
Joel P. Moskowitz           Director (principal executive
                            officer)
  
/S/ JAMES F. GARDNER        Vice President--Finance and        June 29, 1995
- --------------------------  Chief Financial Officer (principal
James F. Gardner            financial officer)
  
/S/LEONARD M. ALLENSTEIN
- --------------------------  Director                           June 29, 1995
Leonard M. Allenstein
6
/S/ RICHARD A. ALLIEGRO
- --------------------------  Director                           June 29, 1995
Richard A. Alliegro
 
/S/ FRANK EDELSTEIN       
- --------------------------  Director                           June 29, 1995
Frank Edelstein
 
/S/ NORMAN A. GJOSTEIN     
- --------------------------  Director                           June 29, 1995
Norman A. Gjostein
 
/S/ WILLIAM P. LANPHEAR   
- --------------------------  Director                           June 29, 1995
William P. Lanphear
 
/S/ MELVIN A. SHADER      
- --------------------------  Director                           June 29, 1995
Melvin A. Shader
 
/S/ MILTON L. LOHR        
- --------------------------  Director                           June 29, 1995
Milton L. Lohr
7
EXHIBIT INDEX
Exhibit                                                                           Sequential
Number                                 Description                                Page Number
- -------                                -----------                                -----------
4.1  Ceradyne, Inc. 1985 Employee Stock Purchase Plan (incorporated by
         reference to Exhibit 10.26 to Registrant's Registration Statement on
         Form S-1 (File No. 2-99930) filed on September 25, 1985).
    4.2  Amendment dated June 11, 1986 to the Ceradyne, Inc. 1985
         Employee Stock Purchase Plan (incorporated by reference to Exhibit
         4.6 to Registrant's Registration Statement on Form S-8 (File No. 33-
         22543) filed on June 16, 1988).
    4.3  Amendment dated January 25, 1993 to the Ceradyne, Inc. 1985
         Employee Stock Purchase Plan (incorporated by reference to Exhibit
         10.28 to Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1993).
      5  Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
         Corporation.
   23.1  Consent of Stradling, Yocca, Carlson & Rauth, a Professional
         Corporation (Included in Exhibit 5).
   23.2  Consent of Arthur Andersen LLP.
     24  Power of Attorney (included on the signature page to the Registration
         Statement)
8