<PAGE>
 
     As Filed With the Securities and Exchange Commission on August 8, 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
  incorporation or organization)                             Identification No.)


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

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


                           1994 STOCK INCENTIVE 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 11 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     Per Share (1)             Price (1)         Registration Fee
-----------------------------------------------------------------------------------------------------  
<S>                      <C>            <C>                <C>                   <C>
Common Stock,            350,000           $4.875               $1,706,250             $588.37
$.01 Par Value           shares
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  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 August 2,
     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. 1994 Stock Incentive Plan (incorporated by
               reference to Exhibit 10.31 to Registrant's Annual Report on Form
               10-K for the fiscal year ended December 31, 1994).

         4.2   Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan.

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

         23.1  Consent of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation (included in Exhibit 5.1).

         23.2  Consent of Arthur Andersen LLP.

         24.1  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 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

                                       4
<PAGE>
 
              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 7th day of
August, 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        August 7, 1995
---------------------------   Executive Officer, President and
Joel P. Moskowitz             Director (principal executive
                              officer)
 
 
 
 
/s/ JAMES F. GARDNER          Vice President--Finance and         August 7, 1995
---------------------------   Chief Financial Officer             
James F. Gardner              (principal financial officer)
 
 
 
/s/ LEONARD M. ALLENSTEIN
---------------------------   Director                            August 7, 1995
Leonard M. Allenstein
</TABLE>

                                       6
<PAGE>
 
<TABLE>
<S>                           <C>                               <C> 
/s/ RICHARD A. ALLIEGRO       Director                          August 7, 1995
--------------------------   
Richard A. Alliegro
 
 
 
/s/ FRANK EDELSTEIN           Director                          August 7, 1995
--------------------------
Frank Edelstein
 
 
 
/s/ NORMAN A. GJOSTEIN        Director                          August 7, 1995
--------------------------
Norman A. Gjostein
 
 
 
/s/ WILLIAM P. LANPHEAR       Director                          August 7, 1995
--------------------------
William P. Lanphear
 
 
 
/s/ MELVIN A. SHADER          Director                          August 7, 1995
--------------------------
Melvin A. Shader
 
 
 
/s/ MILTON L. LOHR            Director                          August 7, 1995
--------------------------
Milton L. Lohr
</TABLE>

                                       7
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                              Sequential
Number                                  Description                                  Page Number
-------                                 -----------                                  -----------
<C>       <S>                                                                        <C>
    4.1   Ceradyne, Inc. 1994 Stock Incentive Plan (incorporated by reference
          to Exhibit 10.31 to Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994).

    4.2   Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan.                     9

    5.1   Opinion of Stradling, Yocca, Carlson & Rauth, A Professional                        10
          Corporation.

   23.1   Consent of Stradling, Yocca, Carlson & Rauth, a Professional
          Corporation (Included in Exhibit 5.1).

   23.2   Consent of Arthur Andersen LLP.                                                     11

   24.1   Power of Attorney (included on the signature page to the Registration
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17444}]
As Filed With the Securities and Exchange Commission on August 8, 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
  incorporation or organization)                             Identification No.)

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

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

                           1994 STOCK INCENTIVE 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 11 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     Per Share (1)             Price (1)         Registration Fee
-----------------------------------------------------------------------------------------------------
Common Stock,            350,000           $4.875               $1,706,250             $588.37
$.01 Par Value           shares
----------------------------------------------------------------------------------------------------
(1)  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 August 2,
     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. 1994 Stock Incentive Plan (incorporated by
               reference to Exhibit 10.31 to Registrant's Annual Report on Form
               10-K for the fiscal year ended December 31, 1994).

         4.2   Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan.

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

         23.1  Consent of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation (included in Exhibit 5.1).

         23.2  Consent of Arthur Andersen LLP.

         24.1  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 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

                                       4
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 7th day of
August, 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        August 7, 1995
---------------------------   Executive Officer, President and
Joel P. Moskowitz             Director (principal executive
                              officer)
 
 
 
 
/s/ JAMES F. GARDNER          Vice President--Finance and         August 7, 1995
---------------------------   Chief Financial Officer             
James F. Gardner              (principal financial officer)
 
 
 
/s/ LEONARD M. ALLENSTEIN
---------------------------   Director                            August 7, 1995
Leonard M. Allenstein
6
/s/ RICHARD A. ALLIEGRO       Director                          August 7, 1995
--------------------------   
Richard A. Alliegro
 
 
 
/s/ FRANK EDELSTEIN           Director                          August 7, 1995
--------------------------
Frank Edelstein
 
 
 
/s/ NORMAN A. GJOSTEIN        Director                          August 7, 1995
--------------------------
Norman A. Gjostein
 
 
 
/s/ WILLIAM P. LANPHEAR       Director                          August 7, 1995
--------------------------
William P. Lanphear
 
 
 
/s/ MELVIN A. SHADER          Director                          August 7, 1995
--------------------------
Melvin A. Shader
 
 
 
/s/ MILTON L. LOHR            Director                          August 7, 1995
--------------------------
Milton L. Lohr
7
EXHIBIT INDEX
Exhibit                                                                              Sequential
Number                                  Description                                  Page Number
-------                                 -----------                                  -----------
4.1   Ceradyne, Inc. 1994 Stock Incentive Plan (incorporated by reference
          to Exhibit 10.31 to Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994).

    4.2   Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan.                     9

    5.1   Opinion of Stradling, Yocca, Carlson & Rauth, A Professional                        10
          Corporation.

   23.1   Consent of Stradling, Yocca, Carlson & Rauth, a Professional
          Corporation (Included in Exhibit 5.1).

   23.2   Consent of Arthur Andersen LLP.                                                     11

   24.1   Power of Attorney (included on the signature page to the Registration
8