UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 27, 2004





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


  North Carolina                   000-21154                      56-1572719
 (State or other            (Commission File Number)          (I.R.S. Employer
  jurisdiction                                               Identification No.)
of incorporation)



                4600 Silicon Drive, Durham, North Carolina 27703
                    (Address of principal executive offices)



                                 (919) 313-5300
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)



Item 9:  Regulation FD Disclosure

     Cree,  Inc.  (the  "Company")  announced  that its Board of  Directors  has
extended the Company's stock repurchase program through February 28, 2005. Under
the  repurchase  program the Company has been  authorized  to  repurchase  up to
7,000,000  shares  of  common  stock.  A total of  4,002,502  shares  have  been
repurchased  under the program and 2,997,498  shares remain available for future
purchase.  The  repurchase  program can be  implemented  through  open market or
privately negotiated transactions at the discretion of the Company's management.
The Company will  continue to determine  the time and extent of any  repurchases
based on its evaluation of market conditions and other factors.

     In addition, on February 26, 2004, the Company presented at NCINVEST2004, a
conference  sponsored by the Research Triangle chapters of the National Investor
Relations   Institute  and  the  Association  for  Corporate   Growth.   At  the
presentation,  the Company  confirmed the current quarter financial targets that
it provided in its January 15,  2004 press  release,  which was  furnished  in a
Current  Report on Form 8-K the same day.  The  presentation  was webcast and is
available for replay for  approximately  two weeks through a link available from
the Company's website at www.cree.com,  under the heading  "Investor  Calendar."
The Company does not include the information  provided on that website as a part
of, nor incorporate  such  information by reference into, this Current Report on
Form 8-K.

     This Form 8-K contains or refers to  forward-looking  statements  involving
risks and uncertainties,  both known and unknown,  that may cause actual results
to differ  materially  from those  indicated.  Actual  results,  including  with
respect to the Company's third quarter targets, could differ materially due to a
number of factors,  including  potential changes in demand;  the risk that price
stability, improved operational efficiencies,  and the favorable product mix the
Company has recently  experienced  will not continue;  the risk that, due to the
complexity  of  the  Company's   manufacturing   processes,  it  may  experience
production delays that preclude it from shipping  sufficient  quantities to meet
customer  orders or that result in higher  production  costs and lower  margins;
risks  associated  with the ramp up of its production for its new products;  the
rapid  development  of new  technology  and  competing  products that may impair
demand  or  render  its  products  obsolete;  the  potential  lack  of  customer
acceptance for its products;  risks  associated with its pending  securities and
other  litigation  and SEC inquiry;  and other factors  discussed in its filings
with the Securities and Exchange  Commission,  including its report on Form 10-K
for the fiscal year ended June 29, 2003 and  subsequent  reports  filed with the
SEC.

     The  information  in this Current Report on Form 8-K shall not be deemed to
be "filed" for the  purposes  of Section 18 of the  Securities  Exchange  Act of
1934,  as  amended,  or  otherwise  subject to the  liability  of that  section.
Furthermore,  the  information  in this Current  Report on Form 8-K shall not be
deemed to be incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended.



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                  CREE, INC.



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


Dated:  February 27, 2004