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      April 15,
2009

      VIA EDGAR AND FEDERAL
EXPRESS

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      450 Fifth
Street, N.W.

      Washington,
D.C.  20549-0306

      Attention:
Jay Mumford, Senior Attorney

      Re:           Cree,
Inc.

      Annual Report on Form 10-K for the
fiscal year ended June 29, 2008

      Filed on August 20, 2008

      File No. 000-21154

      Dear Mr.
Mumford:

      Set forth
below is our response to the comment of the staff of the Division of Corporation
Finance of the Securities and Exchange Commission contained in the comment
letter dated April 9, 2009, relating to the Form 10-K for Fiscal Year Ended June
29, 2008 of Cree, Inc. (the “Company”).  The comment from the letter
is in italics, with the Company’s response set forth immediately
below.  The Company has repeated the heading and paragraph number from
the letter for your convenience.

      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,
      approval, or ratification of related person transactions, Regulation S-K
      Item 404(b)(1) nonetheless requires that a registrant adequately describe
      such policies and procedures.  The sample disclosure you cite in
      your response does not indicate any parameters by which your Audit
      Committee conducts the review of your related person
      transactions.  Accordingly, we re-issue the
      comment.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
2

        RESPONSE:

In
response to the Staff’s comment, in future filings we will expand the
description of our related person transaction policy to include a disclosure in
substance as follows:  “The Audit Committee must approve any related person
transaction, which is defined in the Audit Committee Charter as any transaction
required to be disclosed pursuant to SEC Regulation S-K, Item 404 and any other
transaction for which Audit Committee approval is required pursuant to
applicable law or listing standards applicable to the Company.  In
determining whether to approve such transactions, the members of the Audit
Committee may exercise their discretion in performance of their duties
as directors.  These duties include the obligation of a director under
North Carolina law to ‘discharge his duties as a director, including his
duties as a member of a committee:  (1) in good faith; (2) with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances; and (3) in a manner he reasonably believes to be in the best
interests of the corporation.’”

      ****

       In
connection with the responses in this letter, the Company acknowledges
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 Securities and Exchange Commission from taking any action
      with respect to the filings; and

                ·

                the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Securities and Exchange Commission or any person under
      the federal securities laws of the United
  States.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
3

      If you
have any questions regarding any of the responses in this letter, please contact
me at (919) 313-5359.

      Sincerely,

      CREE,
INC.

        /s/
John T. Kurtzweil

      John T.
Kurtzweil

      Executive
Vice President and

      Chief
Financial Officer