FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOSKOWITZ JOEL PHILIP 		2. Issuer Name and Ticker or Trading Symbol

CERADYNE INC [ CRDN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

3169 RED HILL AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/27/2012
(Street)

COSTA MESA, CA 92626
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/27/2012     U    888564   D $35.00   0   D    
Common Stock   11/27/2012     U    50000   D $35.00   0   I   By Joel & Ann Moskowitz, Trustees, UAD 9/17/12  
Common Stock   11/27/2012     U    150000   D $35.00   0   I   By Joel & Ann Moskowitz, Trustees, UAD 9/17/2012  
Common Stock   11/27/2012     U    250000   D $35.00   0   I   By Joel & Ann Moskowitze as Trustees of Moskowitz Family Trust  
Common Stock   11/27/2012     M    59334   A   (1) 59334   D    
Common Stock   11/27/2012     F    26164   D   (2) 33170   D    
Common Stock   11/28/2012     D    33170   D   (3) 0   D    
Common Stock                  13063   I   By 401(k) Plan Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $16.89   11/27/2012     D         56250    3/10/2004   9/10/2013   Common Stock   56250     (4) 0   D    
Employee Stock Option (Right to Buy)   $21.84   11/27/2012     D         22500    2/16/2005   8/16/2014   Common Stock   22500     (5) 0   D    
Restricted Stock Units     (1) 11/27/2012     M         59334    11/27/2012   11/27/2012   Common Stock   59334     (1) 0   D    

Explanation of Responses:
( 1)  Each restricted stock unit represented a contingent right to receive one share of Ceradyne common stock. Pursuant to the terms of the Agreement and Plan of Merger, dated September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., on November 27, 2012, the reporting person's restricted stock units were settled for 59,334 shares of Ceradyne common stock.
( 2)  No shares were sold. These 26,164 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the award.
( 3)  Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $35.00 per share.
( 4)  This option was cancelled pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $542,451.09, representing the difference between the exercise price of the option and $35.00 per share underlying the option.
( 5)  This option was cancelled pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $157,673.25, representing the difference between the exercise price of the option and $35.00 per share underlying the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOSKOWITZ JOEL PHILIP
3169 RED HILL AVENUE
COSTA MESA, CA 92626 		X
Chief Executive Officer

Signatures
/s/ Jerrold J. Pellizzon, attorney-in-fact for Mr. Moskowitz 11/30/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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