----------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------

                             RF MICRO DEVICES, INC.
                 ---------------------------------------------
             (Exact name of registrant as specified in its charter)


                               7628 Thorndike Road
   NORTH CAROLINA       Greensboro, North Carolina 27409-9421       56-1733461
--------------------   --------------------------------------    ---------------
(State or other       (Address of principal executive offices)  (I.R.S. Employer
 jurisdiction of                                                  Identification
 incorporation                                                           Number)
 or organization)
                          RF NITRO COMMUNICATIONS, INC.
                            2001 STOCK INCENTIVE PLAN
                            (As Amended and Restated)
                            (Full title of the plan)
                      -----------------------------------

                                David A. Norbury
                      President and Chief Executive Officer
                             RF Micro Devices, Inc.
                               7628 Thorndike Road
                      Greensboro, North Carolina 27409-9421
                                 (336) 664-1233
                        -------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                      PROPOSED         PROPOSED
TITLE OF                              MAXIMUM          MAXIMUM
SECURITIES             AMOUNT         OFFERING         AGGREGATE    AMOUNT OF
TO BE                  TO BE          PRICE            OFFERING     REGISTRATION
REGISTERED             REGISTERED     PER SHARE (1)    PRICE (1)    FEE (1)
----------             -----------    --------------   -----------  ------------
Common Stock,
no par value
(and associated stock
purchase rights)       52,119 shares  $5.10 - $24.60    $604,385     $145.00
-------------

(1)   Pursuant to Rule 457(c) and (h)(1),  based on (i) the average  ($24.60) of
      the high ($25.20) and low ($24.00) sales price of the  Registrant's common
      stock on November 29,  2001,  as reported on the Nasdaq  National  Market,
      with respect to 17,363 shares  issuable  pursuant to a  restricted  stock
      award  granted under the RF Nitro  Communications,  Inc. ("RF Nitro") 2001
      Stock  Incentive  Plan (the  "'Plan"),  and (ii) the average  option price
      ($5.10)  for  34,756  shares  available  for  issuance  upon  exercise  of
      outstanding  options granted under the Plan.  Pursuant to an Agreement and
      Plan of Merger and  Reorganization  dated  October  11,  2001  between the
      Registrant  and RF Nitro,  the  Registrant  agreed to assume  stock awards
      outstanding  under the  above-referenced  Plan as of the effective time of
      the merger.


<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------------

                  The following  documents filed by RF Micro Devices,  Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference:

                 (a) The  Company's  Annual  Report on Form 10-K for the  fiscal
         year ended March 31, 2001, filed with the Commission on June 19, 2001;

                 (b) The Company's Quarterly Reports on Form 10-Q for the fiscal
         quarters  ended June 30, 2001  (amended  on Form 10-Q/A  filed with the
         Commission on November 1, 2001) and September 29, 2001 (amended on Form
         10-Q/A filed with the SEC on November 14, 2001);

                 (c) The Company's Current Report on Form 8-K filed as of August
         13, 2001;

                 (d) The  description  of the  Company's  Common  Stock,  no par
         value,  contained in the Company's  Registration Statement on Form 8-A,
         filed pursuant to Section 12(g) of the Securities  Exchange Act of 1934
         (the "Exchange Act") with the Commission on May 2, 1997,  including any
         amendment or report filed for the purpose of updating such description;

                 (e) The Company's  Registration  Statement on Form 8-A relating
         to the Company's  Shareholder  Rights  Agreement  dated August 10, 2001
         between RF Micro Devices, Inc. and First Union National Bank, as Rights
         Agent, filed with the Commission on August 14, 2001; and

                 (f) All other reports filed  pursuant to Section 13(a) or 15(d)
         of the  Exchange  Act since the end of the period  referred  to in (a),
         above.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
-----------------------------------

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------------------------------------------------

                  The legality of the securities  offered hereby has been passed
upon by the firm of  Womble  Carlyle  Sandridge  & Rice,  PLLC,  counsel  to the
Company.  Members of the firm own an aggregate of approximately  3,222 shares of
Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------   -----------------------------------------

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections provide that (i) a corporation must indemnify a director or officer who
is wholly  successful  in his  defense  of a  proceeding  to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful in such defense,  if it is determined as provided by statute that the
director or officer  meets a certain  standard of conduct,  provided that when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding may also apply to the courts for  indemnification,  and the court may
order  indemnification  under certain  circumstances set forth in the statute. A
corporation  may, in its  articles of  incorporation  or bylaws or by contact or
resolution,  provide  indemnification  in addition to that  provided by statute,
subject to certain conditions.

                  The Company's  bylaws provide for the  indemnification  of any
director or officer of the Company against  liabilities and litigation  expenses
arising out of his status as such,  excluding (i) any  liabilities or litigation
expenses  relating to activities  which were at the time taken known or believed
by such person to be clearly in conflict  with the best  interest of the Company
and (ii) that portion of any liabilities or litigation  expenses with respect to
which such person is entitled to receive payment under any insurance policy.

                  The  Company's  articles  of  incorporation  provide  for  the
elimination  of the personal  liability  of each  director of the Company to the
fullest extent permitted by law.

                  The  Company  maintains  directors'  and  officers'  liability
insurance under which controlling person,  directors and officers of the Company
is insured or indemnified  against certain liabilities which he may incur in his
capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
---------------------------------------------

                  Not applicable.

ITEM 8.  EXHIBITS.
------------------

                  The   following   exhibits   are  filed  as  a  part  of  this
                  Registration Statement:

         NUMBER   DESCRIPTION
         ------   -----------

         4.1      Amended and  Restated  Articles of  Incorporation  of RF Micro
                  Devices,  Inc.,  which  are  incorporated  by  reference  from
                  Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for
                  the quarterly period ended June 26, 1999.


         4.2      Amendment to Articles of Incorporation, which are incorporated
                  by  reference  from  Exhibit  3.1 of the  Company's  Quarterly
                  Report on Form 10-Q for the  quarterly  period  ended  July 1,
                  2000.

         4.3      Articles of Amendment to RF Micro  Devices,  Inc.  Amended and
                  Restated Articles of Incorporation,  which are incorporated by
                  reference from Exhibit 3.1 of the Company's  Quarterly  Report
                  on Form 10-Q for the  quarterly  period  ended  September  29,
                  2001.

         4.4      Bylaws of RF Micro Devices,  Inc.,  which are  incorporated by
                  reference   from   Exhibit   3.2  filed  with  the   Company's
                  Registration Statement on Form S-1 (File No. 333-22625).

         4.5      Specimen  Certificate  of  Stock,  which  is  incorporated  by
                  reference  from  Exhibit  4.1  of the  Company's  Registration
                  Statement on Form S-1 (File No. 333-22625).

         4.6      Rights  Agreement  dated  August  10,  2001  between  RF Micro
                  Devices,  Inc. and First Union National Bank, as Rights Agent,
                  which is  incorporated  by  reference  from Exhibit 4.1 of the
                  Company's  Registration Statement on Form 8-A filed August 14,
                  2001.

         5        Opinion of Womble  Carlyle  Sandridge & Rice,  PLLC, as to the
                  legality of the Common Stock being registered.

         23.1     Consent of Womble  Carlyle  Sandridge & Rice,  PLLC,  which is
                  contained in its opinion filed as Exhibit 5.
         23.2     Consent of Independent Auditors.

         24       Power of Attorney  (included on the signature  page to this
                  Registration Statement).

         99       RF Nitro Communications, Inc. 2001 Stock Incentive Plan (as
                  amended and restated effective October 23, 2001).


ITEM 9.  UNDERTAKINGS.
----------------------

(a)      The Company hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made, a post-effective  amendment to this Registration
                  Statement:

                  (i)       To  include  any  prospectus   required  by  Section
                            10(a)(3) of the  Securities  Act of 1933, as amended
                            (the "Securities Act");

                  (ii)      To  reflect  in the  prospectus  any facts or events
                            arising after the effective date of the Registration
                            Statement   (or  the  most   recent   post-effective
                            amendment  thereof)  which,  individually  or in the
                            aggregate,  represent  a  fundamental  change in the
                            information set forth in the Registration Statement;
                            provided,    however,   that   notwithstanding   the
                            foregoing,  any  increase  or  decrease in volume of
                            securities  offered  (if the total  dollar  value of
                            securities  offered  would not exceed that which was
                            registered)  and any deviation  from the low or high
                            end of the estimated  maximum  offering range may be
                            reflected in the form of  prospectus  filed with the
                            Commission  pursuant  to  Rule  424(b)  if,  in  the
                            aggregate, the changes in volume and price represent
                            no more than a 20% change in the  maximum  aggregate
                            offering  price  set  forth in the  "Calculation  of
                            Registration    Fee"   table   in   the    effective
                            Registration Statement;

                  (iii)     To include any material  information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or furnished to the Commission by the Company  pursuant to Section
         13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
         reference in the Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

 (c)     Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors,  officers and controlling persons of
         the Company  pursuant to the foregoing  provisions,  or otherwise,  the
         Company has been  advised  that in the opinion of the  Commission  such
         indemnification is against public policy as expressed in the Securities
         Act and is,  therefore,  unenforceable.  In the event  that a claim for
         indemnification against such liabilities (other than the payment by the
         Company  of  expenses  incurred  or  paid  by a  director,  officer  or
         controlling  person of the  Company  in the  successful  defense of any
         action,  suit or proceeding)  is asserted by such director,  officer or
         controlling  person in connection with the securities being registered,
         the Company  will,  unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the  Securities  Act and will be governed
         by the final adjudication of such issue.


<PAGE>





                                   SIGNATURES

                   Pursuant to the  requirements  of the Securities Act of 1933,
RF Micro Devices,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Greensboro,  State of North Carolina,  on this
30th day of November, 2001.

                                RF MICRO DEVICES, INC.


                                By:      /s/ David A. Norbury
                                -----------------------------------------------
                                        David A. Norbury
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

                  Each of the undersigned, being a director and/or officer of RF
Micro Devices, Inc. (the "Company"), hereby nominates,  constitutes and appoints
David A. Norbury and William A. Priddy, Jr., or any one of them severally, to be
his true and  lawful  attorney-in-fact  and agent and to sign in his name and on
his  behalf  in any and all  capacities  stated  below,  and to  file  with  the
Securities and Exchange Commission (the "Commission"),  a Registration Statement
on Form S-8 (the "Registration  Statement")  relating to the issuance of certain
shares of the common stock, no par value, of the Company (the "Common Stock") in
connection with the RF Nitro Communications,  Inc. 2001 Stock Incentive Plan (as
amended  and  restated),   and  to  file  any  and  all  amendments,   including
post-effective  amendments,  exhibits and other  documents  and  instruments  in
connection therewith, to the Registration Statement,  making such changes in the
Registration Statement as such attorney-in-fact and agent deems appropriate, and
generally to do all such things on his behalf in any and all  capacities  stated
below to enable the Company to comply with the  provisions of the Securities Act
of  1933,  as  amended  (the  "Securities  Act"),  and all  requirements  of the
Commission.

                  Pursuant  to the  requirements  of the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 30, 2001.


 /s/ David A. Norbury                   /s/ William A. Priddy, Jr.
--------------------------------       ---------------------------
 Name:  David  A.  Norbury  Title:     Name: William A. Priddy, Jr.
 President,     Chief    Executive     Title:  Chief Financial Officer
 Officer and  Director  (principal     and Vice President of Administration
 executive officer)                    (principal financial officer)


                                       /s/ Dr. Albert E. Paladino
/s/ Barry D. Church                    --------------------------
--------------------------------       Name: Dr. Albert E. Paladino
 Name:   Barry  D.  Church  Title:     Title: Director
 Controller  (principal accounting
 officer)
                                       /s/ Erik H. van der Kaay
 /s/ William J. Pratt                  ------------------------
--------------------------------       Name: Erik H. van der Kaay
Name:  William J. Pratt                Title:  Director
Title:  Director


/s/ Walter H. Wilkinson, Jr.
----------------------------
Name: Walter H. Wilkinson, Jr.
Title:  Director



<PAGE>




                                  EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                             RF Micro Devices, Inc.



         NUMBER            DESCRIPTION
         -------           -----------

         4.1                Amended and Restated Articles of Incorporation of RF
                            Micro  Devices,  Inc.,  which  are  incorporated  by
                            reference   from   Exhibit  3.1  of  the   Company's
                            Quarterly  Report  on Form  10-Q  for the  quarterly
                            period ended June 26, 1999.

         4.2                Amendment  to Articles of  Incorporation,  which are
                            incorporated  by  reference  from Exhibit 3.1 of the
                            Company's  Quarterly  Report  on Form  10-Q  for the
                            quarterly period ended July 1, 2000.

         4.3                Articles  of  Amendment  to RF Micro  Devices,  Inc.
                            Amended  and  Restated  Articles  of  Incorporation,
                            which are incorporated by reference from Exhibit 3.1
                            of the Company's  Quarterly  Report on Form 10-Q for
                            the quarterly period ended September 29, 2001.

         4.4                Bylaws  of  RF  Micro  Devices,   Inc.,   which  are
                            incorporated  by  reference  from  Exhibit 3.2 filed
                            with the  Company's  Registration  Statement on Form
                            S-1 (File No. 333-22625).

         4.5                Specimen Certificate of Stock, which is incorporated
                            by  reference  from  Exhibit  4.1 of  the  Company's
                            Registration   Statement   on  Form  S-1  (File  No.
                            333-22625).

         4.6                Rights  Agreement  dated  August 10, 2001 between RF
                            Micro  Devices,  Inc. and First Union National Bank,
                            as Rights Agent,  which is incorporated by reference
                            from  Exhibit  4.1  of  the  Company's  Registration
                            Statement on Form 8-A filed August 14, 2001.

         5                  Opinion of Womble Carlyle Sandridge & Rice, PLLC, as
                            to  the   legality   of  the  Common   Stock   being
                            registered.

         23.1               Consent of Womble  Carlyle  Sandridge & Rice,  PLLC,
                            which is contained  in its opinion  filed as Exhibit
                            5.

         23.2              Consent of Independent Auditors.

         24                 Power of Attorney (included on the signature page to
                            this Registration Statement).

         99                 RF Nitro  Communications,  Inc. 2001 Stock Incentive
                            Plan (as amended and restated  effective October 23,
                            2001).


<PAGE>
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{"company-data": {"conformed-name": "RF MICRO DEVICES INC", "cik": "0000911160", "assigned-sic": "3674", "irs-number": "561733461", "state-of-incorporation": "NC", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74230", "film-number": "1803666"}, "business-address": {"street1": "7628 THORNDIKE ROAD", "city": "GREENSBORO", "state": "NC", "zip": "27409-9421", "phone": "3366785555"}}
----------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------

                             RF MICRO DEVICES, INC.
                 ---------------------------------------------
             (Exact name of registrant as specified in its charter)

                               7628 Thorndike Road
   NORTH CAROLINA       Greensboro, North Carolina 27409-9421       56-1733461
--------------------   --------------------------------------    ---------------
(State or other       (Address of principal executive offices)  (I.R.S. Employer
 jurisdiction of                                                  Identification
 incorporation                                                           Number)
 or organization)
                          RF NITRO COMMUNICATIONS, INC.
                            2001 STOCK INCENTIVE PLAN
                            (As Amended and Restated)
                            (Full title of the plan)
                      -----------------------------------

                                David A. Norbury
                      President and Chief Executive Officer
                             RF Micro Devices, Inc.
                               7628 Thorndike Road
                      Greensboro, North Carolina 27409-9421
                                 (336) 664-1233
                        -------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                      PROPOSED         PROPOSED
TITLE OF                              MAXIMUM          MAXIMUM
SECURITIES             AMOUNT         OFFERING         AGGREGATE    AMOUNT OF
TO BE                  TO BE          PRICE            OFFERING     REGISTRATION
REGISTERED             REGISTERED     PER SHARE (1)    PRICE (1)    FEE (1)
----------             -----------    --------------   -----------  ------------
Common Stock,
no par value
(and associated stock
purchase rights)       52,119 shares  $5.10 - $24.60    $604,385     $145.00
-------------

(1)   Pursuant to Rule 457(c) and (h)(1),  based on (i) the average  ($24.60) of
      the high ($25.20) and low ($24.00) sales price of the  Registrant's common
      stock on November 29,  2001,  as reported on the Nasdaq  National  Market,
      with respect to 17,363 shares  issuable  pursuant to a  restricted  stock
      award  granted under the RF Nitro  Communications,  Inc. ("RF Nitro") 2001
      Stock  Incentive  Plan (the  "'Plan"),  and (ii) the average  option price
      ($5.10)  for  34,756  shares  available  for  issuance  upon  exercise  of
      outstanding  options granted under the Plan.  Pursuant to an Agreement and
      Plan of Merger and  Reorganization  dated  October  11,  2001  between the
      Registrant  and RF Nitro,  the  Registrant  agreed to assume  stock awards
      outstanding  under the  above-referenced  Plan as of the effective time of
      the merger.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------------

                  The following  documents filed by RF Micro Devices,  Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference:

                 (a) The  Company's  Annual  Report on Form 10-K for the  fiscal
         year ended March 31, 2001, filed with the Commission on June 19, 2001;

                 (b) The Company's Quarterly Reports on Form 10-Q for the fiscal
         quarters  ended June 30, 2001  (amended  on Form 10-Q/A  filed with the
         Commission on November 1, 2001) and September 29, 2001 (amended on Form
         10-Q/A filed with the SEC on November 14, 2001);

                 (c) The Company's Current Report on Form 8-K filed as of August
         13, 2001;

                 (d) The  description  of the  Company's  Common  Stock,  no par
         value,  contained in the Company's  Registration Statement on Form 8-A,
         filed pursuant to Section 12(g) of the Securities  Exchange Act of 1934
         (the "Exchange Act") with the Commission on May 2, 1997,  including any
         amendment or report filed for the purpose of updating such description;

                 (e) The Company's  Registration  Statement on Form 8-A relating
         to the Company's  Shareholder  Rights  Agreement  dated August 10, 2001
         between RF Micro Devices, Inc. and First Union National Bank, as Rights
         Agent, filed with the Commission on August 14, 2001; and

                 (f) All other reports filed  pursuant to Section 13(a) or 15(d)
         of the  Exchange  Act since the end of the period  referred  to in (a),
         above.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
-----------------------------------

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------------------------------------------------

                  The legality of the securities  offered hereby has been passed
upon by the firm of  Womble  Carlyle  Sandridge  & Rice,  PLLC,  counsel  to the
Company.  Members of the firm own an aggregate of approximately  3,222 shares of
Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------   -----------------------------------------

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections provide that (i) a corporation must indemnify a director or officer who
is wholly  successful  in his  defense  of a  proceeding  to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful in such defense,  if it is determined as provided by statute that the
director or officer  meets a certain  standard of conduct,  provided that when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding may also apply to the courts for  indemnification,  and the court may
order  indemnification  under certain  circumstances set forth in the statute. A
corporation  may, in its  articles of  incorporation  or bylaws or by contact or
resolution,  provide  indemnification  in addition to that  provided by statute,
subject to certain conditions.

                  The Company's  bylaws provide for the  indemnification  of any
director or officer of the Company against  liabilities and litigation  expenses
arising out of his status as such,  excluding (i) any  liabilities or litigation
expenses  relating to activities  which were at the time taken known or believed
by such person to be clearly in conflict  with the best  interest of the Company
and (ii) that portion of any liabilities or litigation  expenses with respect to
which such person is entitled to receive payment under any insurance policy.

                  The  Company's  articles  of  incorporation  provide  for  the
elimination  of the personal  liability  of each  director of the Company to the
fullest extent permitted by law.

                  The  Company  maintains  directors'  and  officers'  liability
insurance under which controlling person,  directors and officers of the Company
is insured or indemnified  against certain liabilities which he may incur in his
capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
---------------------------------------------

                  Not applicable.

ITEM 8.  EXHIBITS.
------------------

                  The   following   exhibits   are  filed  as  a  part  of  this
                  Registration Statement:

         NUMBER   DESCRIPTION
         ------   -----------

         4.1      Amended and  Restated  Articles of  Incorporation  of RF Micro
                  Devices,  Inc.,  which  are  incorporated  by  reference  from
                  Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for
                  the quarterly period ended June 26, 1999.

         4.2      Amendment to Articles of Incorporation, which are incorporated
                  by  reference  from  Exhibit  3.1 of the  Company's  Quarterly
                  Report on Form 10-Q for the  quarterly  period  ended  July 1,
                  2000.

         4.3      Articles of Amendment to RF Micro  Devices,  Inc.  Amended and
                  Restated Articles of Incorporation,  which are incorporated by
                  reference from Exhibit 3.1 of the Company's  Quarterly  Report
                  on Form 10-Q for the  quarterly  period  ended  September  29,
                  2001.

         4.4      Bylaws of RF Micro Devices,  Inc.,  which are  incorporated by
                  reference   from   Exhibit   3.2  filed  with  the   Company's
                  Registration Statement on Form S-1 (File No. 333-22625).

         4.5      Specimen  Certificate  of  Stock,  which  is  incorporated  by
                  reference  from  Exhibit  4.1  of the  Company's  Registration
                  Statement on Form S-1 (File No. 333-22625).

         4.6      Rights  Agreement  dated  August  10,  2001  between  RF Micro
                  Devices,  Inc. and First Union National Bank, as Rights Agent,
                  which is  incorporated  by  reference  from Exhibit 4.1 of the
                  Company's  Registration Statement on Form 8-A filed August 14,
                  2001.

         5        Opinion of Womble  Carlyle  Sandridge & Rice,  PLLC, as to the
                  legality of the Common Stock being registered.

         23.1     Consent of Womble  Carlyle  Sandridge & Rice,  PLLC,  which is
                  contained in its opinion filed as Exhibit 5.
         23.2     Consent of Independent Auditors.

         24       Power of Attorney  (included on the signature  page to this
                  Registration Statement).

         99       RF Nitro Communications, Inc. 2001 Stock Incentive Plan (as
                  amended and restated effective October 23, 2001).

ITEM 9.  UNDERTAKINGS.
----------------------

(a)      The Company hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made, a post-effective  amendment to this Registration
                  Statement:

                  (i)       To  include  any  prospectus   required  by  Section
                            10(a)(3) of the  Securities  Act of 1933, as amended
                            (the "Securities Act");

                  (ii)      To  reflect  in the  prospectus  any facts or events
                            arising after the effective date of the Registration
                            Statement   (or  the  most   recent   post-effective
                            amendment  thereof)  which,  individually  or in the
                            aggregate,  represent  a  fundamental  change in the
                            information set forth in the Registration Statement;
                            provided,    however,   that   notwithstanding   the
                            foregoing,  any  increase  or  decrease in volume of
                            securities  offered  (if the total  dollar  value of
                            securities  offered  would not exceed that which was
                            registered)  and any deviation  from the low or high
                            end of the estimated  maximum  offering range may be
                            reflected in the form of  prospectus  filed with the
                            Commission  pursuant  to  Rule  424(b)  if,  in  the
                            aggregate, the changes in volume and price represent
                            no more than a 20% change in the  maximum  aggregate
                            offering  price  set  forth in the  "Calculation  of
                            Registration    Fee"   table   in   the    effective
                            Registration Statement;

                  (iii)     To include any material  information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or furnished to the Commission by the Company  pursuant to Section
         13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
         reference in the Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

 (c)     Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors,  officers and controlling persons of
         the Company  pursuant to the foregoing  provisions,  or otherwise,  the
         Company has been  advised  that in the opinion of the  Commission  such
         indemnification is against public policy as expressed in the Securities
         Act and is,  therefore,  unenforceable.  In the event  that a claim for
         indemnification against such liabilities (other than the payment by the
         Company  of  expenses  incurred  or  paid  by a  director,  officer  or
         controlling  person of the  Company  in the  successful  defense of any
         action,  suit or proceeding)  is asserted by such director,  officer or
         controlling  person in connection with the securities being registered,
         the Company  will,  unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the  Securities  Act and will be governed
         by the final adjudication of such issue.
SIGNATURES

                   Pursuant to the  requirements  of the Securities Act of 1933,
RF Micro Devices,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Greensboro,  State of North Carolina,  on this
30th day of November, 2001.

                                RF MICRO DEVICES, INC.

                                By:      /s/ David A. Norbury
                                -----------------------------------------------
                                        David A. Norbury
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

                  Each of the undersigned, being a director and/or officer of RF
Micro Devices, Inc. (the "Company"), hereby nominates,  constitutes and appoints
David A. Norbury and William A. Priddy, Jr., or any one of them severally, to be
his true and  lawful  attorney-in-fact  and agent and to sign in his name and on
his  behalf  in any and all  capacities  stated  below,  and to  file  with  the
Securities and Exchange Commission (the "Commission"),  a Registration Statement
on Form S-8 (the "Registration  Statement")  relating to the issuance of certain
shares of the common stock, no par value, of the Company (the "Common Stock") in
connection with the RF Nitro Communications,  Inc. 2001 Stock Incentive Plan (as
amended  and  restated),   and  to  file  any  and  all  amendments,   including
post-effective  amendments,  exhibits and other  documents  and  instruments  in
connection therewith, to the Registration Statement,  making such changes in the
Registration Statement as such attorney-in-fact and agent deems appropriate, and
generally to do all such things on his behalf in any and all  capacities  stated
below to enable the Company to comply with the  provisions of the Securities Act
of  1933,  as  amended  (the  "Securities  Act"),  and all  requirements  of the
Commission.

                  Pursuant  to the  requirements  of the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 30, 2001.

 /s/ David A. Norbury                   /s/ William A. Priddy, Jr.
--------------------------------       ---------------------------
 Name:  David  A.  Norbury  Title:     Name: William A. Priddy, Jr.
 President,     Chief    Executive     Title:  Chief Financial Officer
 Officer and  Director  (principal     and Vice President of Administration
 executive officer)                    (principal financial officer)

                                       /s/ Dr. Albert E. Paladino
/s/ Barry D. Church                    --------------------------
--------------------------------       Name: Dr. Albert E. Paladino
 Name:   Barry  D.  Church  Title:     Title: Director
 Controller  (principal accounting
 officer)
                                       /s/ Erik H. van der Kaay
 /s/ William J. Pratt                  ------------------------
--------------------------------       Name: Erik H. van der Kaay
Name:  William J. Pratt                Title:  Director
Title:  Director

/s/ Walter H. Wilkinson, Jr.
----------------------------
Name: Walter H. Wilkinson, Jr.
Title:  Director
EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                             RF Micro Devices, Inc.

         NUMBER            DESCRIPTION
         -------           -----------

         4.1                Amended and Restated Articles of Incorporation of RF
                            Micro  Devices,  Inc.,  which  are  incorporated  by
                            reference   from   Exhibit  3.1  of  the   Company's
                            Quarterly  Report  on Form  10-Q  for the  quarterly
                            period ended June 26, 1999.

         4.2                Amendment  to Articles of  Incorporation,  which are
                            incorporated  by  reference  from Exhibit 3.1 of the
                            Company's  Quarterly  Report  on Form  10-Q  for the
                            quarterly period ended July 1, 2000.

         4.3                Articles  of  Amendment  to RF Micro  Devices,  Inc.
                            Amended  and  Restated  Articles  of  Incorporation,
                            which are incorporated by reference from Exhibit 3.1
                            of the Company's  Quarterly  Report on Form 10-Q for
                            the quarterly period ended September 29, 2001.

         4.4                Bylaws  of  RF  Micro  Devices,   Inc.,   which  are
                            incorporated  by  reference  from  Exhibit 3.2 filed
                            with the  Company's  Registration  Statement on Form
                            S-1 (File No. 333-22625).

         4.5                Specimen Certificate of Stock, which is incorporated
                            by  reference  from  Exhibit  4.1 of  the  Company's
                            Registration   Statement   on  Form  S-1  (File  No.
                            333-22625).

         4.6                Rights  Agreement  dated  August 10, 2001 between RF
                            Micro  Devices,  Inc. and First Union National Bank,
                            as Rights Agent,  which is incorporated by reference
                            from  Exhibit  4.1  of  the  Company's  Registration
                            Statement on Form 8-A filed August 14, 2001.

         5                  Opinion of Womble Carlyle Sandridge & Rice, PLLC, as
                            to  the   legality   of  the  Common   Stock   being
                            registered.

         23.1               Consent of Womble  Carlyle  Sandridge & Rice,  PLLC,
                            which is contained  in its opinion  filed as Exhibit
                            5.

         23.2              Consent of Independent Auditors.

         24                 Power of Attorney (included on the signature page to
                            this Registration Statement).

         99                 RF Nitro  Communications,  Inc. 2001 Stock Incentive
                            Plan (as amended and restated  effective October 23,
                            2001).