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Exhibit
3.3
     CERADYNE, INC.




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PageARTICLE I OFFICES
    
    
    1Section 1. Registered Office
    
    
    1Section 2. Other Offices
    
    
    1Section 3. Books
    
    
    1ARTICLE II MEETINGS OF STOCKHOLDERS
    
    
    1Section 1. Place of Meetings
    
    
    1Section 2. Annual Meetings
    
    
    1Section 3. Special Meetings
    
    
    1Section 4. Notification of Business to be Transacted at Meeting
    
    
    1Section 5. Notice; Waiver of Notice
    
    
    1Section 6. Quorum; Adjournment
    
    
    2Section 7. Voting
    
    
    2Section 8. Stockholder Action by Written Consent Without a Meeting
    
    
    2Section 9. List of Stockholders Entitled to Vote
    
    
    3Section 10. Stock Ledger
    
    
    3Section 11. Inspectors of Election
    
    
    3Section 12. Organization
    
    
    3Section 13. Order of Business
    
    
    3ARTICLE III DIRECTORS
    
    
    3Section 1. Powers
    
    
    3Section 2. Number and Election of Directors
    
    
    4Section 3. Resignation and Removal of Directors
    
    
    4Section 4. Vacancies
    
    
    4Section 5. Time and Place of Meetings
    
    
    4Section 6. Annual Meeting
    
    
    4Section 7. Regular Meetings
    
    
    4Section 8. Special Meetings
    
    
    4Section 9. Quorum; Vote Required for Action; Adjournment
    
    
    5Section 10. Action by Written Consent
    
    
    5Section 11. Telephone Meetings
    
    
    5Section 12. Committees
    
    
    5Section 13. Compensation
    
    
    6Section 14. Interested Directors
    
    
    6ARTICLE IV OFFICERS
    
    
    6Section 1. Officers
    
    
    6Section 2. Appointment of Officers
    
    
    6Section 3. Subordinate Officers
    
    
    7
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Table of Contents
 PageSection 4. Removal and Resignation of Officers
    
    
    7Section 5. Vacancies in Offices
    
    
    7Section 6. Chairman of the Board
    
    
    7Section 7. Vice Chairman of the Board
    
    
    7Section 8. Chief Executive Officer
    
    
    7Section 9. President
    
    
    7Section 10. Vice President
    
    
    8Section 11. Secretary
    
    
    8Section 12. Chief Financial Officer
    
    
    8ARTICLE V STOCK
    
    
    8Section 1. Form of Certificates
    
    
    8Section 2. Signatures
    
    
    8Section 3. Lost Certificates
    
    
    9Section 4. Transfers
    
    
    9Section 5. Registered Owners
    
    
    9ARTICLE VI INDEMNIFICATION
    
    
    9Section 1. Right to Indemnification
    
    
    9Section 2. Right of Indemnitee to Bring Suit
    
    
    10Section 3. Non-Exclusivity of Rights
    
    
    10Section 4. Insurance
    
    
    10Section 5. Indemnification of Agents of the Corporation
    
    
    11Section 6. Indemnification Contracts
    
    
    11Section 7. Effect of Amendment
    
    
    11ARTICLE VII GENERAL PROVISIONS
    
    
    11Section 1. Dividends
    
    
    11Section 2. Disbursements
    
    
    11Section 3. Fiscal Year
    
    
    11Section 4. Corporate Seal
    
    
    11Section 5. Record Date
    
    
    11Section 6. Voting of Stock Owned by the Corporation
    
    
    12Section 7. Construction and Definitions
    
    
    12Section 8. Amendments
    
    
    12
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BYLAWS
 OF
 CERADYNE, INC.
A Delaware Corporation
   Registered Office
 Other Offices
 Books
   Place of Meetings
 Annual Meetings
 Special Meetings
 Notification of Business to be Transacted at Meeting
 Notice; Waiver of Notice




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Quorum; Adjournment
 Voting
 Stockholder Action by Written Consent Without a Meeting
 2




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List of Stockholders Entitled to Vote
 Stock Ledger
 Inspectors of Election
 Organization
 Order of Business
   Powers
 3




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Number and Election of Directors
 Resignation and Removal of Directors
  Vacancies
 Time and Place of Meetings
 Annual Meeting
 Regular Meetings
 Special Meetings
 4




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Quorum; Vote Required for Action; Adjournment
 Action by Written Consent
 Telephone Meetings
 Committees
 5




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Compensation
 Interested Directors
   Officers
 Appointment of Officers
 6




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Subordinate Officers
 Removal and Resignation of Officers
  Vacancies in Offices
 Chairman of the Board
 Vice Chairman of the Board
 Chief Executive Officer
 President
 7




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Vice President
 Secretary
   Chief Financial Officer
   Form of Certificates
 Signatures
 8




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Lost Certificates
 Transfers
 Registered Owners
   Right to Indemnification
 9




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Right of Indemnitee to Bring Suit
 Non-Exclusivity of Rights
 Insurance
 10




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Indemnification of Agents of the Corporation
 Indemnification Contracts
 Effect of Amendment
   Dividends
 Disbursements
 Fiscal Year
 Corporate Seal
 Record Date
 11




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Voting of Stock Owned by the Corporation
 Construction and Definitions
 Amendments
 12