SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* OBRIEN WALTER J JR (Last) (First) (Middle) C/O CHARLES & COLVARD, LTD. 300 PERIMETER PARK DRIVE, SUITE A (Street) MORRISVILLE NC 27560 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHARLES & COLVARD LTD [ CTHR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/26/2005
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock	04/26/2005		M		5,000	A	$5.375	20,200	D
common stock	04/26/2005		M		7,500	A	$5.375	27,700	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
stock option (right to buy)	$5.375	04/26/2005		M			5,000	05/07/2001	05/14/2005	common stock	5,000	$0	0	D
stock option (right to buy)	$5.375	04/26/2005		M			7,500	(1)	05/14/2005	common stock	7,500	$0	0	D

Explanation of Responses:

1. These options were granted on 5/15/00 and became exercisable in three equal installments on 5/15/01, 5/15/02, & 5/15/03

	Robert S. Thomas, by Power of Attorney	04/27/2005
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

       Re:	Charles & Colvard, Ltd.
Ladies and Gentlemen:

       Pursuant to General Instruction 7 to Form 3 (Initial Statement of Beneficial
Ownership). Form 4 (Statement of Changes in Beneficial Ownership) and Form 5
(Annual Statement of Changes in Beneficial Ownership) promulgated by the Securities
and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of
1934, the undersigned director, officer and/or shareholder of Charles & Colvard., Ltd.
(the "Company") hereby authorizes and designates Robert S. Thomas, Cyrus M. Johnson,
Jr. and Douglas A. May's, and each of them, to execute and file with the Commission on
the undersigned's behalf any and all statements on Form 3, Form 4 or Form 5 relating to
the undersigned's beneficial ownership of securities of the Company as required by
Section 16(a) of the Securities Exchange Act of 1934 and the rules of the Commission
promulgated. thereunder. This authorization and designation shall be effective for so long
as the undersigned remains subject to the provisions of Section 16 of the Securities
Exchange Act of 1934.

       Effective as of the 14th day of May, 2001.









	/s/ Walter J. O'Brien
	Name: Walter J. O'Brien