8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 7, 2006

CRAY INC.

(Exact name of registrant as specified in its charter)

Washington
(State or other jurisdiction of
incorporation or organization) 0-26820
(Commission
File Number) 93-0962605
(I.R.S. Employer
Identification No.)

411 First Avenue South, Suite 600
Seattle, WA 98104-2860
(Address of principal executive offices)

Registrant’s telephone number, including area code:	(206) 701-2000
Registrant’s facsimile number, including area code:	(206) 701-2500

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     On April 7, 2006, we received a notice from the Listing Qualifications Department of The Nasdaq Stock Market stating that, due to our failure to file our Annual Report on Form 10-K for 2005 by March 31, 2006, with the Securities and Exchange Commission, we were no longer in compliance with the requirements of Marketplace Rule 4310(c)(14). Accordingly, our common stock would have been delisted from The Nasdaq Stock Market at the opening of business on April 13, 2006, unless we requested a hearing in accordance with the Marketplace Rule 4800 Series.

     We have requested an appeal hearing with the Nasdaq Listing Qualifications Panel for continued listing on the Nasdaq National Market. Under Nasdaq Marketplace Rules, our common stock will remain listed on the Nasdaq National Market pending the outcome of the hearing.

Item 7.01 Regulation FD Disclosure

     A copy of our press release, dated April 10, 2006, relating to a notice of potential delisting from The Nasdaq Stock Market is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Cray Inc., dated April 10, 2006, relating to a notice of potential delisting from The Nasdaq Stock Market

     The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

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

April 10, 2006

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

EX-99.1

Exhibit 99.1

Cray/Media:	Investors:
Steve Conway	Victor Chynoweth
651/592-7441	206/701-2094
sttico@aol.com	vic@cray.com

Cray Inc. Receives Notice of Potential Delisting from Nasdaq Due To
Form 10-K Filing Delay
Company Has Requested a Hearing and Common Stock Listing Continues Pending Hearing
Outcome

SEATTLE, April 10, 2005 — Cray Inc. (Nasdaq: CRAY) today announced that it received a notice from the Listing Qualifications Department of The Nasdaq Stock Market on April 7, 2006 stating that the Company was not in compliance with the requirements of Nasdaq Marketplace Rule 4310(c)(14), due to Cray’s failure to file its annual report on Form 10-K for the fiscal year ended December 31, 2005, on a timely basis.

Cray has requested a hearing before a NASDAQ Listing Qualifications Panel to seek continued listing on The Nasdaq National Market until the Company files its Form 10-K for the fiscal year 2005.

On March 31, 2006, Cray announced that it would delay the filing of its 2005 Form 10-K pending the completion of a review of a non-cash item in 2004 of $3.3 million that could result in an adjustment to its 2004 financial statements. The Company currently does not have an anticipated date of filing for the annual report, but continues to work as expeditiously as possible with the external auditors to complete the review.

About Cray Inc.
As the global leader in high performance computing (HPC), Cray provides innovative supercomputing systems that enable scientists and engineers in government, industry and academia to meet both existing and future computational challenges. Building on years of experience in designing, developing, marketing and servicing the world’s most advanced supercomputers, Cray offers a comprehensive portfolio of HPC systems that deliver unrivaled sustained performance on a wide range of applications. Go to www.cray.com for more information.

Safe Harbor Statement
This press release contains forward-looking statements. There are certain factors that could cause Cray’s execution to differ materially from those anticipated by the statements above, including the timing and results of the ongoing review of the potential adjustment to the 2004 financial statements and the results of the requested Nasdaq hearing and Cray’s ability to comply with applicable Nasdaq requirements. For a discussion of other risks, see “Factors That Could Affect Future Results” in Cray’s most recent Quarterly Report on Form 10-Q filed with the SEC.

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