Exhibit 3.2

                              ARTICLES OF AMENDMENT
                  TO THE RESTATED ARTICLES OF INCORPORATION OF
                                    CRAY INC.

         These Articles of Amendment to the Restated Articles of Incorporation
of Cray Inc., a Washington corporation (the "Corporation"), are herein executed
by said corporation, pursuant to the provisions of RCW 23B.01.200 and RCW
23B.10.060, as follows:

     1. The name of the Corporation is Cray Inc.

     2. These Articles of Amendment provide for a reclassification of the
Corporation's authorized and issued and outstanding common stock, $0.01 par
value ("Common Stock") as follows: as of 4:15 a.m. Pacific Time on June 8, 2006
(the "Effective Date") every four issued and outstanding and authorized shares
of the Corporation's Common Stock automatically shall be combined and
reconstituted into one share of Common Stock, par value $0.01 per share, of the
Corporation, thereby giving effect to a one-for-four reverse stock split without
further action of any kind (the "Reverse Stock Split"). Each holder of a
certificate or certificates that immediately prior to the Effective Date
represented outstanding shares of Common Stock shall be entitled to receive,
upon surrender of such certificates to the Corporation for cancellation, a
certificate or certificates representing the number of whole shares (rounded
down to the nearest whole shares) of Common Stock held by such holder on the
Effective Date after giving effect to the Reverse Stock Split. No fractional
shares of Common Stock shall be issued in the Reverse Stock Split; instead,
shareholders who would otherwise be entitled to fractional shares will receive a
cash payment in lieu of such fraction based upon the reported closing price of
the Corporation's Common Stock on the trading date immediately before the
Effective Date. No other exchange, reclassification, or cancellation of issued
shares shall be effected by this Amendment.

     3. The amendment to the Restated Articles of Incorporation relating to the
reclassification of the Corporation's Common Stock was adopted by the Board of
Directors on March 8, 2006.

     4. The amendment to the Restated Articles of Incorporation relating to the
reclassification of the Corporation's Common Stock was adopted by the
shareholders on June 6, 2006.

     5. The amendment to the Restated Articles of Incorporation relating to the
reclassification of the Corporation's Common Stock was duly approved by the
shareholders of the Corporation, in accordance with the provisions of RCW
23B.10.030 and 23B.10.040.

     6. The effective time and date of the filing of these Articles of Amendment
shall be 4:15 a.m. Pacific Time on June 8, 2006.



     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment in an official and authorized capacity under penalty of perjury this
6th day of June, 2006.

                                        CRAY INC.


                                        By: /s/ Kenneth W. Johnson
                                            ------------------------------------
                                            Kenneth W. Johnson
                                        Its Senior Vice President