Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  GLASS ROBERT CONNER
2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2005
3. Issuer Name and Ticker or Trading Symbol
CREE INC [CREE]
(Last)
(First)
(Middle)
111 PITCH PINE LANE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EXECUTIVE VICE PRESIDENT
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHAPEL HILL, NC 27514
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,194
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option (Right to Buy) 07/01/2000(1) 07/01/2009 Common Stock 60,000 $ 18.875 D  
Nonqualified Stock Option (Right to Buy) 07/02/2002(2) 07/02/2008 Common Stock 45,000 $ 25.3 D  
Nonqualified Stock Option (Right to Buy) 04/01/2004(3) 04/01/2009 Common Stock 20,000 $ 13.89 D  
Nonqualified Stock Option (Right to Buy) 09/03/2005 09/03/2009 Common Stock 5,000 $ 12.51 D  
Nonqualified Stock Option (Right to Buy) 04/13/2004 07/03/2010 Common Stock 10,000 $ 19.88 D  
Nonqualified Stock Option (Right to Buy) 10/13/2004(4) 10/13/2010 Common Stock 20,000 $ 19.88 D  
Nonqualified Stock Option (Right to Buy) 04/15/2005 10/01/2011 Common Stock 30,000 $ 31.24 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GLASS ROBERT CONNER
111 PITCH PINE LANE
CHAPEL HILL, NC 27514
      EXECUTIVE VICE PRESIDENT  

Signatures

ROBERT C. GLASS 06/02/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Option vested and became exercisable as to 12,000 shares on each of 7/1/00, 7/1/01, 7/1/02, 7/1/03 and 7/1/04.
(2) Option vested and became exercisable as to 15,000 shares on each of 7/2/02, 7/2/03 and 7/2/04.
(3) Option vested and became exercisable as to 3,334 shares on 4/1/04 and as to 16,666 shares on 4/1/05.
(4) Option vests and becomes exercisable as to 10,000 shares on 10/13/04 and as to 5,000 shares on each of 10/13/05 and 10/13/06.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.