Cray Inc – ‘AW’ on 1/25/06

On:  Wednesday, 1/25/06, at 2:00pm ET   ·   Accession #:  950124-6-290   ·   File #:  333-123135

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Amendment Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: AW          Request for Withdrawal                                 1      8K 

AW
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                             Cray Inc.
                                          Corporate Headquarters
                                                  411 First Avenue S., Suite 600
                                                Seattle, WA  98104-2860  USA
                                      tel (206) 701-2000
                                      fax (206) 701-2500
                                www.cray.com

                                    January 25, 2006

VIA EDGAR                                                                       

Securities and Exchange Commission                                              
100 F Street, N.E.                                                              
Washington, D.C.  20549                                                         
Attention:     Ms. Barbara C. Jacobs, Assistant Director                        

Re:    Cray Inc.                                                
Post-Effective Amendment No. 1                    
to Form S-3 Registration Statement                
File No. 333-123135                               

Ladies and Gentlemen:                                                           

       Pursuant to Rule 477 under the Securities Act of 1933, as amended, Cray
Inc. (the "Company") hereby respectfully requests that the Securities and       
Exchange Commission consent to the withdrawal, effective as of the date hereof  
or as soon as practicable thereafter, of Post-Effective Amendment No. 1,        
including the exhibits filed therewith (the "Post-Effective Amendment"), to the 
Company's Form S-3 Registration Statement (File No. 333-123135) (the            
"Registration Statement"). The Post-Effective Amendment was filed by the Company
on October 17, 2005.                                                            

        The Company requests withdrawal of the Post-Effective Amendment because,
pursuant to Rule 424(b)(7) and Rule 430B(d), the Company on January 20, 2006,   
filed a supplement to the prospectus contained in the Registration Statement    
which updates information regarding the selling securityholders and makes the   
Post-Effective Amendment unnecessary.                                           

        If you have any questions or require anything further in connection with
this request, please call the undersigned at 206-701-2000 or L. John Stevenson, 
Jr. at 206-386-7603 or Benjamin F. Stephens at 206-386-7675 of Stoel Rives LLP, 
outside counsel to the Company.                                                 

 Cray Inc.

                   By:  /s/ Kenneth W. Johnson
                           -------------------------
                    Kenneth W. Johnson
                           Senior Vice President and
                 General Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘AW’ Filing		Date		Other Filings
Filed on:		1/25/06
		1/20/06		424B7
		10/17/05		POS AM
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