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
                      GREENSBORO, NORTH CAROLINA 27409-9421
                      -------------------------------------
                     (Address of principal executive offices)

          NORTH CAROLINA                                       56-1733461
-------------------------------                        ------------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)


                            2003 STOCK INCENTIVE PLAN
                            OF RF MICRO DEVICES, INC.
                            (FULL TITLE OF THE PLAN)
                            -------------------------


                              ROBERT A. BRUGGEWORTH
                             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 (2)  9,250,000       $7.23         $66,877,500       $5,411

-------------------------------------------------------------------------------


(1)  Pursuant to Rule 457(c) and (h)(1), based on the the average ($7.23) of the
     high ($7.42) and low ($7.04) sales prices of the Company's  common stock on
     August 6, 2003, as reported on the Nasdaq National Market.



(2)  Each share of the  Registrant's  common stock includes one preferred  share
     purchase right.


<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 29, 2003, filed with the Commission on June 16, 2003;

                  (b) The Company's  Current  Reports on Form 8-K filed with the
         Commission on June 25, 2003 and June 26, 2003;

                  (c) 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;

                  (d) 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;

                  (e)  The  Company's   Registration  Statement  on  Form  8-A/A
         relating  to the First  Amendment,  dated as of July 22,  2003,  to the
         Rights  Agreement,  dated  as of  August  10,  2001,  between  RF Micro
         Devices,  Inc. and Wachovia Bank, National Association  (formerly First
         Union  National  Bank),  as Rights Agent,  filed with the Commission on
         August 1, 2003; 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.
-------  ---------------------------------------

                  Not applicable.

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 contract 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 each  controlling  person,  director  and officer 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 Amended and Restated Articles of Incorporation,
                    which is  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       Amendment to Amended and Restated Articles of Incorporation,
                    which is  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.

          4.7       First  Amendment,   dated  July  22,  2003,  to  the  Rights
                    Agreement,  dated as of August  10,  2001,  between RF Micro
                    Devices,   Inc.  and  Wachovia  Bank,  National  Association
                    (formerly First Union National Bank), as Rights Agent, which
                    is  incorporated  by  reference  from  Exhibit  4.2  of  the
                    Company's  Registration Statement on Form 8-A/A filed August
                    1, 2003.

          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 (included
                    in Exhibit 5).

          23.2      Consent of Independent Auditors.

          24        Power of Attorney.

          99        2003 Stock Incentive Plan of RF Micro Devices, Inc.

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.  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  registration  statement is on Form S-3,  Form S-8 or Form
         F-3, and 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
8th day of August, 2003.

                               RF MICRO DEVICES, INC.


                               By:      /S/ ROBERT A. BRUGGEWORTH
                               -----------------------------------------------
                                        Robert A. Bruggeworth
                                        President and Chief Executive Officer


                   Pursuant to the  requirements  of the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on August 8, 2003.


 /S/ ROBERT A. BRUGGEWORTH                  /S/ WILLIAM A. PRIDDY, JR.
----------------------------------------    --------------------------
Name:    Robert A. Bruggeworth              Name:   William A. Priddy, Jr.
Title:   President, Chief Executive         Title:  Chief Financial Officer,
         Officer and Director                       Corporate Vice President
         (principal executive officer)              of Administration and
                                                    Secretary
                                                   (principal financial officer)


/S/ BARRY D. CHURCH                         /S/ DANIEL A. DILEO*
--------------------------------            -------------------------
Name:    Barry D. Church                    Name:    Daniel A. DiLeo
Title:   Vice President and                 Title:   Director
         Corporate Controller
         (principal accounting officer)


/S/ FREDERICK J. LEONBERGER*                /S/ DAVID A. NORBURY*
--------------------------------            -------------------------
Name:    Frederick J. Leonberger            Name:    David A. Norbury
Title:   Director                           Title:   Director


/S/ ALBERT E. PALADINO*                     /S/ WILLIAM J. PRATT*
--------------------------------            -------------------------
Name:    Dr. Albert E. Paladino             Name:    William J. Pratt
Title:   Director                           Title:   Director


/S/ ERIK H. VAN DER KAAY*                   /S/ WALTER H. WILKINSON, JR.*
--------------------------------            -------------------------
Name:    Erik H. van der Kaay               Name:    Walter H. Wilkinson, Jr.
Title:   Director                           Title:   Director


*By:     /S/ ROBERT A. BRUGGEWORTH
         -------------------------------
 Name:   Robert A. Bruggeworth
         Attorney-in-Fact

<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  Amended  and   Restated   Articles  of
                           Incorporation,  which is  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               Amendment  to  Amended  and   Restated   Articles  of
                           Incorporation,  which is  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.

         4.7               First  Amendment,  dated July 22, 2003, to the Rights
                           Agreement,  dated as of August 10,  2001,  between RF
                           Micro  Devices,  Inc.  and  Wachovia  Bank,  National
                           Association  (formerly First Union National Bank), as
                           Rights Agent, which is incorporated by reference from
                           Exhibit 4.2 of the Company's  Registration  Statement
                           on Form 8-A/A filed August 1, 2003.

         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
                           (included in Exhibit 5).

         23.2              Consent of Independent Auditors.

         24                Power of Attorney.

         99                2003 Stock Incentive Plan of RF Micro Devices, Inc.
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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
                      GREENSBORO, NORTH CAROLINA 27409-9421
                      -------------------------------------
                     (Address of principal executive offices)

          NORTH CAROLINA                                       56-1733461
-------------------------------                        ------------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                            2003 STOCK INCENTIVE PLAN
                            OF RF MICRO DEVICES, INC.
                            (FULL TITLE OF THE PLAN)
                            -------------------------

                              ROBERT A. BRUGGEWORTH
                             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 (2)  9,250,000       $7.23         $66,877,500       $5,411

-------------------------------------------------------------------------------

(1)  Pursuant to Rule 457(c) and (h)(1), based on the the average ($7.23) of the
     high ($7.42) and low ($7.04) sales prices of the Company's  common stock on
     August 6, 2003, as reported on the Nasdaq National Market.

(2)  Each share of the  Registrant's  common stock includes one preferred  share
     purchase right.
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 29, 2003, filed with the Commission on June 16, 2003;

                  (b) The Company's  Current  Reports on Form 8-K filed with the
         Commission on June 25, 2003 and June 26, 2003;

                  (c) 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;

                  (d) 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;

                  (e)  The  Company's   Registration  Statement  on  Form  8-A/A
         relating  to the First  Amendment,  dated as of July 22,  2003,  to the
         Rights  Agreement,  dated  as of  August  10,  2001,  between  RF Micro
         Devices,  Inc. and Wachovia Bank, National Association  (formerly First
         Union  National  Bank),  as Rights Agent,  filed with the Commission on
         August 1, 2003; 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.
-------  ---------------------------------------

                  Not applicable.

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 contract 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 each  controlling  person,  director  and officer 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 Amended and Restated Articles of Incorporation,
                    which is  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       Amendment to Amended and Restated Articles of Incorporation,
                    which is  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.

          4.7       First  Amendment,   dated  July  22,  2003,  to  the  Rights
                    Agreement,  dated as of August  10,  2001,  between RF Micro
                    Devices,   Inc.  and  Wachovia  Bank,  National  Association
                    (formerly First Union National Bank), as Rights Agent, which
                    is  incorporated  by  reference  from  Exhibit  4.2  of  the
                    Company's  Registration Statement on Form 8-A/A filed August
                    1, 2003.

          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 (included
                    in Exhibit 5).

          23.2      Consent of Independent Auditors.

          24        Power of Attorney.

          99        2003 Stock Incentive Plan of RF Micro Devices, Inc.

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.  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  registration  statement is on Form S-3,  Form S-8 or Form
         F-3, and 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
8th day of August, 2003.

                               RF MICRO DEVICES, INC.

                               By:      /S/ ROBERT A. BRUGGEWORTH
                               -----------------------------------------------
                                        Robert A. Bruggeworth
                                        President and Chief Executive Officer

                   Pursuant to the  requirements  of the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on August 8, 2003.

 /S/ ROBERT A. BRUGGEWORTH                  /S/ WILLIAM A. PRIDDY, JR.
----------------------------------------    --------------------------
Name:    Robert A. Bruggeworth              Name:   William A. Priddy, Jr.
Title:   President, Chief Executive         Title:  Chief Financial Officer,
         Officer and Director                       Corporate Vice President
         (principal executive officer)              of Administration and
                                                    Secretary
                                                   (principal financial officer)

/S/ BARRY D. CHURCH                         /S/ DANIEL A. DILEO*
--------------------------------            -------------------------
Name:    Barry D. Church                    Name:    Daniel A. DiLeo
Title:   Vice President and                 Title:   Director
         Corporate Controller
         (principal accounting officer)

/S/ FREDERICK J. LEONBERGER*                /S/ DAVID A. NORBURY*
--------------------------------            -------------------------
Name:    Frederick J. Leonberger            Name:    David A. Norbury
Title:   Director                           Title:   Director

/S/ ALBERT E. PALADINO*                     /S/ WILLIAM J. PRATT*
--------------------------------            -------------------------
Name:    Dr. Albert E. Paladino             Name:    William J. Pratt
Title:   Director                           Title:   Director

/S/ ERIK H. VAN DER KAAY*                   /S/ WALTER H. WILKINSON, JR.*
--------------------------------            -------------------------
Name:    Erik H. van der Kaay               Name:    Walter H. Wilkinson, Jr.
Title:   Director                           Title:   Director

*By:     /S/ ROBERT A. BRUGGEWORTH
         -------------------------------
 Name:   Robert A. Bruggeworth
         Attorney-in-Fact
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  Amended  and   Restated   Articles  of
                           Incorporation,  which is  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               Amendment  to  Amended  and   Restated   Articles  of
                           Incorporation,  which is  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.

         4.7               First  Amendment,  dated July 22, 2003, to the Rights
                           Agreement,  dated as of August 10,  2001,  between RF
                           Micro  Devices,  Inc.  and  Wachovia  Bank,  National
                           Association  (formerly First Union National Bank), as
                           Rights Agent, which is incorporated by reference from
                           Exhibit 4.2 of the Company's  Registration  Statement
                           on Form 8-A/A filed August 1, 2003.

         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
                           (included in Exhibit 5).

         23.2              Consent of Independent Auditors.

         24                Power of Attorney.

         99                2003 Stock Incentive Plan of RF Micro Devices, Inc.