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.
                  AMENDED AND RESTATED EQUITY COMPENSATION PLAN
                            (AS AMENDED AND RESTATED)
                            (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,         5,358,777     $33.13          $177,536,282.01   $20,896.02
$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 an additional  5,358,777  shares of the Common Stock of the Registrant,
$0.00125,  par value,  issuable under the Cree, Inc. Amended and Restated Equity
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 of 1934.  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

     Pursuant  to  General  Instruction  E of Form S-8,  the prior  Registration
Statement  relating  to the Plan,  Registration  No.  333-92479  filed  with the
Commission  on December 12, 1999,  remains  effective,  and the contents of such
Registration  Statement are incorporated in this Registration  Statement by this
reference.

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.

                                       2
<PAGE>
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.

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)








































                                       3
<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

                                       4
<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)













































                                       5
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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": "333-122072", "film-number": "05531153"}, "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.
                  AMENDED AND RESTATED EQUITY COMPENSATION PLAN
                            (AS AMENDED AND RESTATED)
                            (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,         5,358,777     $33.13          $177,536,282.01   $20,896.02
$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 an additional  5,358,777  shares of the Common Stock of the Registrant,
$0.00125,  par value,  issuable under the Cree, Inc. Amended and Restated Equity
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 of 1934.  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

     Pursuant  to  General  Instruction  E of Form S-8,  the prior  Registration
Statement  relating  to the Plan,  Registration  No.  333-92479  filed  with the
Commission  on December 12, 1999,  remains  effective,  and the contents of such
Registration  Statement are incorporated in this Registration  Statement by this
reference.

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.

                                       2
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.

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)

                                       3
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

                                       4
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)

                                       5