SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Butler Anne M (Last) (First) (Middle) C/O CHARLES & COLVARD, LTD. 300 PERIMETER PARK DRIVE, STE A (Street) MORRISVILLE NC 27560 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/12/2012	3. Issuer Name and Ticker or Trading Symbol CHARLES & COLVARD LTD [ CTHR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Bernadette R. Lindemer, attorney-in-fact	06/14/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24.1

POWER OF ATTORNEY

      The undersigned, as a director of Charles & Colvard, Ltd., a North Carolina corporation
(the "Company");
      Does hereby constitute and appoint Randall N. McCullough, Timothy L. Krist, and Bernadette
R. Lindemer or any one of them acting individually to be his or her agent and attorney-in-fact;
      With the power to act fully hereunder and with full power of substitution to act in the
name and on behalf of the undersigned;
      To sign in the name and on behalf of the undersigned, as a director of the Company, and
file with the Securities and Exchange Commission such forms or information as may be required
to be filed in accordance with Section 16(a), Rule 13d-1(b), (c), and (d) and Rule 13d-2 of the
Securities Exchange Act of 1934, and pursuant to Rule 144 of the Securities Act of 1933.
      This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file forms or information with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
	IN WITNESS WHEREOF, the undersigned executed this Power of Attorney on the date
set forth below.



      /s/ Anne Butler
Name: 	Anne Butler
Date:    June 9, 2012