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