As filed with the Securities and Exchange Commission on January 14, 2005
                                                 Registration No. 333-__________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            North Carolina                                56-1572719
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

          4600 Silicon Drive
         Durham, North Carolina                             27703
(Address of Principal Executive Offices)                  (Zip Code)

                                   CREE, INC.
                   2004 LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)


                               Cynthia B. Merrell
                      Chief Financial Officer and Treasurer
                                   Cree, Inc.
                               4600 Silicon Drive
                          Durham, North Carolina 27703
                                 (919) 313-5300
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                              Adam H. Broome, Esq.
                                   Cree, Inc.
                               4600 Silicon Drive
                          Durham, North Carolina 27703

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed        Proposed
Title of Each         Amount        Maximum         Maximum         Amount of
Class of Securities   To Be         Offering Price  Aggregate       Registration
To Be Registered      Registered    Per Share       Offering Price  Fee
--------------------------------------------------------------------------------
Common Stock,         1,901,023     $33.13          $62,980,891.99  $7,412.85
$0.00125 Par Value    (1)           (2)             (2)             (2)
--------------------------------------------------------------------------------

(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this Registration  Statement also covers such additional
     shares of Common  Stock as may be issued to prevent  dilution of the shares
     of Common Stock covered hereby resulting from stock splits, stock dividends
     or similar transactions.
(2)  Calculated  solely for the purpose of this offering pursuant to Rule 457(h)
     on the basis of the average of the high and low prices of the Common  Stock
     as reported on the Nasdaq National Market on January 11, 2005.
<PAGE>
                                     PART I
                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     This Registration Statement on Form S-8 is being filed by the Registrant to
register 1,901,023 shares of the Common Stock of the Registrant,  $0.00125,  par
value, issuable under the Cree, Inc. 2004 Long-Term Incentive  Compensation Plan
(the  "Plan").  As  permitted  by the  rules  of  the  Securities  and  Exchange
Commission (the "Commission"), this Registration Statement omits the information
specified  in Part I of Form S-8 and  consists of only those  items  required by
General  Instruction  E to Form S-8. The  document  containing  the  information
specified  in  Part I will  be  delivered  to the  participants  in the  Plan as
required by Rule 482(b) under the  Securities  Act.  This  document is not being
filed with the Commission as part of this Registration Statement or a prospectus
or prospectus supplement pursuant to Rule 424.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Commission are hereby  incorporated
by reference in this Registration Statement:

(a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended June
     27, 2004, filed on August 20, 2004;

(b)  The  Registrant's  Quarterly  Report on Form 10-Q for the quarterly  period
     ended September 26, 2004,  filed on November 5, 2004, and the  Registrant's
     Current  Reports on Form 8-K filed on October 7, 2004,  October  14,  2004,
     October 19, 2004, November 9, 2004 and January 13, 2005;

(c)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's  Registration Statement on Form 8-A filed on January 29, 1993,
     and any  amendments  or  reports  filed for the  purpose of  updating  such
     description; and

(d)  The  description of the rights  attached to the  Registrant's  Common Stock
     contained in the Company's  Registration Statement on Form 8-A filed on May
     30, 2002,  and any  amendments or reports filed for the purpose of updating
     such description.

     In addition, 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such  documents.  Any  statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

     The  validity  of the  securities  being  registered  by this  Registration
Statement  will be passed upon for the  Registrant by Smith,  Anderson,  Blount,
Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina. As of the date of
this Registration  Statement,  certain current individual  attorneys with Smith,
Anderson,  Blount,  Dorsett,  Mitchell & Jernigan,  L.L.P.  beneficially  own an
aggregate of 3,750 shares of Cree, Inc. common stock.

                                       2
<PAGE>
Item 6.  Indemnification of Directors and Officers.

     North  Carolina  law permits a  corporation  to  indemnify  its  directors,
officers,  employees or agents under either a statutory or non-statutory  scheme
of   indemnification,   or  both.  The  statutory  scheme  includes   mandatory,
court-ordered  and  permissive  indemnification.  North  Carolina law requires a
corporation,   unless  its  articles  of  incorporation  provide  otherwise,  to
indemnify a director or officer who has been wholly successful, on the merits or
otherwise,  in the defense of any  proceeding  to which such director or officer
was a party  because  he or she was a director  or  officer  of the  corporation
against  reasonable  expenses  incurred  by him or her in  connection  with  the
proceeding.  Unless prohibited by the articles of  incorporation,  a director or
officer also may apply for and obtain court-ordered indemnification if the court
determines  that such director or officer is fairly and  reasonably  entitled to
such indemnification.

     North  Carolina law also  permits a  corporation  to  indemnify  any of its
directors,  officers,  employees  or agents  against  liability  incurred in any
proceeding  if he or she: (1)  conducted  himself or herself in good faith;  (2)
reasonably  believed (a) that any action  taken in his or her official  capacity
with the corporation was in the best interest of the corporation and (b) that in
all other cases his or her conduct at least was not opposed to the corporation's
best interest; and (3) in the case of any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful.  Whether a director,  officer,
employee  or agent has met the  requisite  standard  of conduct  for the type of
indemnification  set forth above is  determined  by the  corporation's  board of
directors in  accordance  with the statute.  A  corporation  may not indemnify a
director,  officer,  employee or agent under the statutory  scheme in connection
with a proceeding by or in the right of the  corporation  in which the director,
officer,  employee  or  agent  was  adjudged  liable  to the  corporation  or in
connection  with a  proceeding,  whether or not  involving  action in his or her
official capacity, in which a director,  officer, employee or agent was adjudged
liable on the basis of having received an improper personal benefit.

     In addition to, and separate and apart from, the indemnification  described
above under the statutory scheme,  North Carolina law permits a corporation,  in
its articles of incorporation or bylaws,  to indemnify or agree to indemnify any
of its directors,  officers,  employees or agents against liability and expenses
in  any  proceeding  (including  proceedings  brought  by or on  behalf  of  the
corporation)  arising out of their  status as such or their  activities  in such
capacities,  except  for any  liabilities  or  expenses  incurred  on account of
activities  that were, at the time taken,  known or believed by the person to be
clearly in conflict with the best interest of the corporation.  Accordingly, the
Registrant  may  indemnify  its  directors,  officers,  employees  and agents in
accordance with either the statutory or non-statutory standard, or both.

     The Registrant agrees in its bylaws to indemnify to the fullest extent from
time to time  permitted by law any current or former  director or officer of the
Registrant or any person serving at the request of the Registrant as an officer,
director,  agent,  partner,  trustee,  administrator  or employee  for any other
entity who is made,  or is  threatened  to be made,  a party to any  threatened,
pending  or  completed  civil,   criminal,   administrative,   investigative  or
arbitrative  action,  suit or proceeding and any appeal therein (and any inquiry
or investigation that could lead to such action, suit or proceeding), whether or
not brought by or on behalf of the Registrant, seeking to hold him or her liable
by  reason of the fact that he or she is or was  acting in such  capacity.  Such
indemnity  would not extend to any  liability or expense  incurred on account of
activities  that the  indemnitee  knew or  believed  to be,  at the time  taken,
clearly in conflict with the best interests of the  Registrant.  Indemnification
under the bylaws may include the  obligation to pay any judgment,  money decree,
settlement,  penalty,  fine (including an excise tax assessed with respect to an
employee benefit plan) and reasonable  expenses  incurred in connection with the
proceeding  (including  attorneys'  fees).  The  Registrant  may also  indemnify
employees  and  agents  of  the  Registrant  as its  Board  of  Directors  deems
appropriate.

     As  permitted  by  North  Carolina  law,  the   Registrant's   articles  of
incorporation  limit the personal  liability of a director for monetary  damages
for breach of his or her duty as a director,  provided that such limitation will
not apply to: (1) acts or omissions  not made in good faith that the director at
the time of the breach knew or believed were in conflict  with the  Registrant's
best  interests;  (2) any  liability  for  unlawful  distributions  under  North
Carolina law; (3) any  transaction  from which the director  derived an improper
personal  benefit;  or (4) acts or  omissions  occurring  prior to the date such
provision of the articles of incorporation became effective.

                                       3
<PAGE>
     Finally,  North  Carolina law provides that a corporation  may purchase and
maintain insurance on behalf of an individual who is or was a director, officer,
employee or agent of the  corporation  against certain  liabilities  incurred by
such persons, whether or not the corporation is otherwise authorized under North
Carolina  law to  indemnify  such  party.  The  Registrant  currently  maintains
directors' and officers' insurance policies covering its directors and officers.

Item 8.  Exhibits.


Exhibit No.        Description
-----------        -----------

   5.1             Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P.
  23.1             Consent of Ernst & Young LLP
  23.2             Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P. (Contained in Exhibit 5.1)
  24.1             Power of Attorney (Contained on signature page)


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;

          (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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 clauses (a)(1)(i) and (a)(1)(ii) above do not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those  clauses is contained in periodic  reports filed with or
     furnished to the  Commission  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 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.

                                       4
<PAGE>
(c)  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  Commission,  such
     indemnification is against public policy as expressed in the Securities 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  Securities  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, as amended, 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 Durham, State of North Carolina, on this 14th day of
January, 2005.

                                       CREE, INC.


                                       By: /s/ Charles M. Swoboda
                                           -------------------------------------
                                           Charles M. Swoboda
                                           President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes and appoints  Charles M. Swoboda and Cynthia B. Merrell,  and
each of them, his true and lawful  attorneys-in-fact  and agents 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 (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents full
power and authority to do and perform each and every act and thing requisite and
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 said attorneys-in-fact and agents, or their 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.

         Name                          Title                          Date

                               Chairman and Director            January __, 2005
------------------------
F. Neal Hunter

 /s/ Charles M. Swoboda        President, Chief Executive       January 14, 2005
------------------------       Officer and Director
Charles M. Swoboda             (Principal Executive Officer)

/s/ Cynthia B. Merrell         Chief Financial Officer and      January 14, 2005
------------------------       Treasurer (Principal Financial
Cynthia B. Merrell             Officer and Principal Accounting
                               Officer)

/s/ James E. Dykes             Director                         January 12, 2005
------------------------
James E. Dykes

/s/ John W. Palmour            Director                         January 12, 2005
------------------------
John W. Palmour, Ph.D.

/s/ Robert J. Potter           Director                         January 12, 2005
------------------------
Robert J. Potter, Ph.D.

/s/ Dolph W. von Arx           Director                         January 12, 2005
------------------------
Dolph W. von Arx

/s/ Harvey A. Wagner           Director                         January 13, 2005
------------------------
Harvey A. Wagner

                                       6
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.        Description
-----------        -----------

     5.1           Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P.

    23.1           Consent of Ernst & Young LLP

    23.2           Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P. (Contained in Exhibit 5.1)

    24.1           Power of Attorney (Contained on signature page)













































                                       7
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{"company-data": {"conformed-name": "CREE INC", "cik": "0000895419", "assigned-sic": "3674", "irs-number": "561572719", "state-of-incorporation": "NC", "fiscal-year-end": "0626"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122073", "film-number": "05531169"}, "business-address": {"street1": "4600 SILICON DR", "city": "DURHAM", "state": "NC", "zip": "27703", "phone": "9193135300"}, "mail-address": {"street1": "4600 SILICON DR", "city": "DURHAM", "state": "NC", "zip": "27703-8475"}, "former-company": {"former-conformed-name": "CREE RESEARCH INC /NC/", "date-changed": "19940224"}}
As filed with the Securities and Exchange Commission on January 14, 2005
                                                 Registration No. 333-__________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            North Carolina                                56-1572719
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

          4600 Silicon Drive
         Durham, North Carolina                             27703
(Address of Principal Executive Offices)                  (Zip Code)

                                   CREE, INC.
                   2004 LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                               Cynthia B. Merrell
                      Chief Financial Officer and Treasurer
                                   Cree, Inc.
                               4600 Silicon Drive
                          Durham, North Carolina 27703
                                 (919) 313-5300
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                              Adam H. Broome, Esq.
                                   Cree, Inc.
                               4600 Silicon Drive
                          Durham, North Carolina 27703

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed        Proposed
Title of Each         Amount        Maximum         Maximum         Amount of
Class of Securities   To Be         Offering Price  Aggregate       Registration
To Be Registered      Registered    Per Share       Offering Price  Fee
--------------------------------------------------------------------------------
Common Stock,         1,901,023     $33.13          $62,980,891.99  $7,412.85
$0.00125 Par Value    (1)           (2)             (2)             (2)
--------------------------------------------------------------------------------

(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this Registration  Statement also covers such additional
     shares of Common  Stock as may be issued to prevent  dilution of the shares
     of Common Stock covered hereby resulting from stock splits, stock dividends
     or similar transactions.
(2)  Calculated  solely for the purpose of this offering pursuant to Rule 457(h)
     on the basis of the average of the high and low prices of the Common  Stock
     as reported on the Nasdaq National Market on January 11, 2005.
PART I
                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     This Registration Statement on Form S-8 is being filed by the Registrant to
register 1,901,023 shares of the Common Stock of the Registrant,  $0.00125,  par
value, issuable under the Cree, Inc. 2004 Long-Term Incentive  Compensation Plan
(the  "Plan").  As  permitted  by the  rules  of  the  Securities  and  Exchange
Commission (the "Commission"), this Registration Statement omits the information
specified  in Part I of Form S-8 and  consists of only those  items  required by
General  Instruction  E to Form S-8. The  document  containing  the  information
specified  in  Part I will  be  delivered  to the  participants  in the  Plan as
required by Rule 482(b) under the  Securities  Act.  This  document is not being
filed with the Commission as part of this Registration Statement or a prospectus
or prospectus supplement pursuant to Rule 424.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Commission are hereby  incorporated
by reference in this Registration Statement:

(a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended June
     27, 2004, filed on August 20, 2004;

(b)  The  Registrant's  Quarterly  Report on Form 10-Q for the quarterly  period
     ended September 26, 2004,  filed on November 5, 2004, and the  Registrant's
     Current  Reports on Form 8-K filed on October 7, 2004,  October  14,  2004,
     October 19, 2004, November 9, 2004 and January 13, 2005;

(c)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's  Registration Statement on Form 8-A filed on January 29, 1993,
     and any  amendments  or  reports  filed for the  purpose of  updating  such
     description; and

(d)  The  description of the rights  attached to the  Registrant's  Common Stock
     contained in the Company's  Registration Statement on Form 8-A filed on May
     30, 2002,  and any  amendments or reports filed for the purpose of updating
     such description.

     In addition, 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such  documents.  Any  statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

     The  validity  of the  securities  being  registered  by this  Registration
Statement  will be passed upon for the  Registrant by Smith,  Anderson,  Blount,
Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina. As of the date of
this Registration  Statement,  certain current individual  attorneys with Smith,
Anderson,  Blount,  Dorsett,  Mitchell & Jernigan,  L.L.P.  beneficially  own an
aggregate of 3,750 shares of Cree, Inc. common stock.

                                       2
Item 6.  Indemnification of Directors and Officers.

     North  Carolina  law permits a  corporation  to  indemnify  its  directors,
officers,  employees or agents under either a statutory or non-statutory  scheme
of   indemnification,   or  both.  The  statutory  scheme  includes   mandatory,
court-ordered  and  permissive  indemnification.  North  Carolina law requires a
corporation,   unless  its  articles  of  incorporation  provide  otherwise,  to
indemnify a director or officer who has been wholly successful, on the merits or
otherwise,  in the defense of any  proceeding  to which such director or officer
was a party  because  he or she was a director  or  officer  of the  corporation
against  reasonable  expenses  incurred  by him or her in  connection  with  the
proceeding.  Unless prohibited by the articles of  incorporation,  a director or
officer also may apply for and obtain court-ordered indemnification if the court
determines  that such director or officer is fairly and  reasonably  entitled to
such indemnification.

     North  Carolina law also  permits a  corporation  to  indemnify  any of its
directors,  officers,  employees  or agents  against  liability  incurred in any
proceeding  if he or she: (1)  conducted  himself or herself in good faith;  (2)
reasonably  believed (a) that any action  taken in his or her official  capacity
with the corporation was in the best interest of the corporation and (b) that in
all other cases his or her conduct at least was not opposed to the corporation's
best interest; and (3) in the case of any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful.  Whether a director,  officer,
employee  or agent has met the  requisite  standard  of conduct  for the type of
indemnification  set forth above is  determined  by the  corporation's  board of
directors in  accordance  with the statute.  A  corporation  may not indemnify a
director,  officer,  employee or agent under the statutory  scheme in connection
with a proceeding by or in the right of the  corporation  in which the director,
officer,  employee  or  agent  was  adjudged  liable  to the  corporation  or in
connection  with a  proceeding,  whether or not  involving  action in his or her
official capacity, in which a director,  officer, employee or agent was adjudged
liable on the basis of having received an improper personal benefit.

     In addition to, and separate and apart from, the indemnification  described
above under the statutory scheme,  North Carolina law permits a corporation,  in
its articles of incorporation or bylaws,  to indemnify or agree to indemnify any
of its directors,  officers,  employees or agents against liability and expenses
in  any  proceeding  (including  proceedings  brought  by or on  behalf  of  the
corporation)  arising out of their  status as such or their  activities  in such
capacities,  except  for any  liabilities  or  expenses  incurred  on account of
activities  that were, at the time taken,  known or believed by the person to be
clearly in conflict with the best interest of the corporation.  Accordingly, the
Registrant  may  indemnify  its  directors,  officers,  employees  and agents in
accordance with either the statutory or non-statutory standard, or both.

     The Registrant agrees in its bylaws to indemnify to the fullest extent from
time to time  permitted by law any current or former  director or officer of the
Registrant or any person serving at the request of the Registrant as an officer,
director,  agent,  partner,  trustee,  administrator  or employee  for any other
entity who is made,  or is  threatened  to be made,  a party to any  threatened,
pending  or  completed  civil,   criminal,   administrative,   investigative  or
arbitrative  action,  suit or proceeding and any appeal therein (and any inquiry
or investigation that could lead to such action, suit or proceeding), whether or
not brought by or on behalf of the Registrant, seeking to hold him or her liable
by  reason of the fact that he or she is or was  acting in such  capacity.  Such
indemnity  would not extend to any  liability or expense  incurred on account of
activities  that the  indemnitee  knew or  believed  to be,  at the time  taken,
clearly in conflict with the best interests of the  Registrant.  Indemnification
under the bylaws may include the  obligation to pay any judgment,  money decree,
settlement,  penalty,  fine (including an excise tax assessed with respect to an
employee benefit plan) and reasonable  expenses  incurred in connection with the
proceeding  (including  attorneys'  fees).  The  Registrant  may also  indemnify
employees  and  agents  of  the  Registrant  as its  Board  of  Directors  deems
appropriate.

     As  permitted  by  North  Carolina  law,  the   Registrant's   articles  of
incorporation  limit the personal  liability of a director for monetary  damages
for breach of his or her duty as a director,  provided that such limitation will
not apply to: (1) acts or omissions  not made in good faith that the director at
the time of the breach knew or believed were in conflict  with the  Registrant's
best  interests;  (2) any  liability  for  unlawful  distributions  under  North
Carolina law; (3) any  transaction  from which the director  derived an improper
personal  benefit;  or (4) acts or  omissions  occurring  prior to the date such
provision of the articles of incorporation became effective.

                                       3
Finally,  North  Carolina law provides that a corporation  may purchase and
maintain insurance on behalf of an individual who is or was a director, officer,
employee or agent of the  corporation  against certain  liabilities  incurred by
such persons, whether or not the corporation is otherwise authorized under North
Carolina  law to  indemnify  such  party.  The  Registrant  currently  maintains
directors' and officers' insurance policies covering its directors and officers.

Item 8.  Exhibits.

Exhibit No.        Description
-----------        -----------

   5.1             Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P.
  23.1             Consent of Ernst & Young LLP
  23.2             Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P. (Contained in Exhibit 5.1)
  24.1             Power of Attorney (Contained on signature page)

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;

          (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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 clauses (a)(1)(i) and (a)(1)(ii) above do not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those  clauses is contained in periodic  reports filed with or
     furnished to the  Commission  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 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.

                                       4
(c)  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  Commission,  such
     indemnification is against public policy as expressed in the Securities 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  Securities  Act and will be governed by
     the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Durham, State of North Carolina, on this 14th day of
January, 2005.

                                       CREE, INC.

                                       By: /s/ Charles M. Swoboda
                                           -------------------------------------
                                           Charles M. Swoboda
                                           President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes and appoints  Charles M. Swoboda and Cynthia B. Merrell,  and
each of them, his true and lawful  attorneys-in-fact  and agents 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 (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents full
power and authority to do and perform each and every act and thing requisite and
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 said attorneys-in-fact and agents, or their 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.

         Name                          Title                          Date

                               Chairman and Director            January __, 2005
------------------------
F. Neal Hunter

 /s/ Charles M. Swoboda        President, Chief Executive       January 14, 2005
------------------------       Officer and Director
Charles M. Swoboda             (Principal Executive Officer)

/s/ Cynthia B. Merrell         Chief Financial Officer and      January 14, 2005
------------------------       Treasurer (Principal Financial
Cynthia B. Merrell             Officer and Principal Accounting
                               Officer)

/s/ James E. Dykes             Director                         January 12, 2005
------------------------
James E. Dykes

/s/ John W. Palmour            Director                         January 12, 2005
------------------------
John W. Palmour, Ph.D.

/s/ Robert J. Potter           Director                         January 12, 2005
------------------------
Robert J. Potter, Ph.D.

/s/ Dolph W. von Arx           Director                         January 12, 2005
------------------------
Dolph W. von Arx

/s/ Harvey A. Wagner           Director                         January 13, 2005
------------------------
Harvey A. Wagner

                                       6
EXHIBIT INDEX

Exhibit No.        Description
-----------        -----------

     5.1           Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P.

    23.1           Consent of Ernst & Young LLP

    23.2           Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                   Jernigan, L.L.P. (Contained in Exhibit 5.1)

    24.1           Power of Attorney (Contained on signature page)

                                       7