SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
  Mail Stop 3030

April 9, 2009

Mr. John T. Kurtzweil  Executive Vice President and Chief Financial Officer  Cree, Inc.  4600 Silicon Drive  Durham, NC 27703
 Re:  Cree, Inc.
Form 10-K for Fiscal Year Ended June 29, 2008
Filed on August 20, 2008
File No. 000-21154

Dear Mr. Kurtzweil:
We have reviewed your response date d March 13, 2009 and have the following
comment.  Where indicated, we think you should revise your document in future filings in response to this comment.  If you disagree , we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In our comment, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Review and Approval of Related Person Transactions, page 9

 1. We note your response to our prior comment  3.  Please note that while Regulation
S-K Items 404(b)(1)(i)-(iv) are examples of  material features of a registrant’s
policies and procedures for the review, a pproval, or ratification of related person
transactions, Regulation S-K Item 404(b)(1) nonetheless re quires that a registrant
adequately describe such policies and procedures.  The sample disclosure you cite in your response does not indicate a ny parameters by which your Audit
Committee conducts the review  of your related person transactions.  Accordingly,
we re-issue the comment.

John T. Kurtzweil
Cree, Inc. April 9, 2009 Page 2
As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your
response that keys your response to ou r comment and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Celia Soehner at (202 ) 551-3463 or me at (202) 551-3637 if you
have any questions re garding this comment.
          S i n c e r e l y ,             J a y  M u m f o r d          S e n i o r  A t t o r n e y