----------------------------------
                       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)




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


      7628 THORNDIKE ROAD
   GREENSBORO, NORTH CAROLINA                             27409-9421
   --------------------------                             ----------
     (Address of principal                                (Zip Code)
      executive offices)

                          RESONEXT COMMUNICATIONS, INC.
                                 1999 STOCK PLAN
                            (AS AMENDED AND RESTATED)
                            -------------------------
                            (Full title of the plan)


                                DAVID A. NORBURY
                             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)  793,410 shares    $2.48-$8.035     $2,921,211      $269
--------------------------------------------------------------------------------


(1)   Pursuant to Rule 457(c) and (h)(1),  based on the (i) the average ($8.035)
      of the high ($8.45) and low ($7.62) sales prices of the  Company's  common
      stock on December  19,  2002,  as reported on the Nasdaq  National  Market
      (171,657)  shares;  and (ii) the average  option price ($2.48) for 621,753
      shares of the  Registrant's  common  stock  available  for  issuance  upon
      exercise of outstanding options granted under the Resonext Communications,
      Inc. ("Resonext") 1999 Stock Plan (the "Plan").  Pursuant to an Agreement
      and Plan of Merger and  Reorganization  dated October 15, 2002 between the
      Registrant  and Resonext,  the  Registrant  agreed to assume stock options
      outstanding  under the  above-referenced  Plan as of the effective time of
      the merger.

(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 30, 2002, filed with the Commission on June 18, 2002;

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         fiscal  quarters  ended June 29,  2002,  filed with the  Commission  on
         August 13, 2002,  and September 28, 2002,  filed with the Commission on
         November 12, 2002;

                  (c) The Company's  Current  Reports on Form 8-K filed with the
         Commission on October 29, 2002 and November 26, 2002;

                  (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.
-------  ---------------------------------------

                  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 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
<PAGE>


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 persons, 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  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.

         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                Resonext  Communications,  Inc.  1999  Stock Plan (as
                           amended and restated effective December 19, 2002).

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:
<PAGE>

                  (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
20th day of December, 2002.

                                            RF MICRO DEVICES, INC.


                                            By:      /S/ DAVID A. NORBURY
                                               --------------------------
                                                     David A. Norbury
                                                     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 December 20, 2002.


 /S/ DAVID A. NORBURY                  /S/ WILLIAM A. PRIDDY, JR.
-----------------------------         --------------------------
Name: David A. Norbury                Name: William A. Priddy, Jr.
Title:  Chief Executive Officer       Title:  Chief Financial Officer and
        and Director                          Vice President of Administration
(principal executive officer)         (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/ ALBERT E. PALADINO*
-----------------------------         --------------------------
Name: Frederick J. Leonberger         Name: Dr. Albert E. Paladino
Title: Director                       Title: Director


 /S/ WILLIAM J. PRATT*                /S/ ERIK H. VAN DER KAAY*
-----------------------------         --------------------------
Name:  William J. Pratt               Name: Erik H. van der Kaay
Title:  Director                      Title:  Director


/S/ WALTER H. WILKINSON, JR.*
-----------------------------
Name: Walter H. Wilkinson, Jr.
Title:  Director



  *By:       /S/  DAVID A. NORBURY
         ------------------------------
   Name:     David A. Norbury
             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.

         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                Resonext  Communications,  Inc.  1999  Stock Plan (as
                           amended and restated effective December 19, 2002).


<PAGE>
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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)

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

      7628 THORNDIKE ROAD
   GREENSBORO, NORTH CAROLINA                             27409-9421
   --------------------------                             ----------
     (Address of principal                                (Zip Code)
      executive offices)

                          RESONEXT COMMUNICATIONS, INC.
                                 1999 STOCK PLAN
                            (AS AMENDED AND RESTATED)
                            -------------------------
                            (Full title of the plan)

                                DAVID A. NORBURY
                             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)  793,410 shares    $2.48-$8.035     $2,921,211      $269
--------------------------------------------------------------------------------

(1)   Pursuant to Rule 457(c) and (h)(1),  based on the (i) the average ($8.035)
      of the high ($8.45) and low ($7.62) sales prices of the  Company's  common
      stock on December  19,  2002,  as reported on the Nasdaq  National  Market
      (171,657)  shares;  and (ii) the average  option price ($2.48) for 621,753
      shares of the  Registrant's  common  stock  available  for  issuance  upon
      exercise of outstanding options granted under the Resonext Communications,
      Inc. ("Resonext") 1999 Stock Plan (the "Plan").  Pursuant to an Agreement
      and Plan of Merger and  Reorganization  dated October 15, 2002 between the
      Registrant  and Resonext,  the  Registrant  agreed to assume stock options
      outstanding  under the  above-referenced  Plan as of the effective time of
      the merger.

(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 30, 2002, filed with the Commission on June 18, 2002;

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         fiscal  quarters  ended June 29,  2002,  filed with the  Commission  on
         August 13, 2002,  and September 28, 2002,  filed with the Commission on
         November 12, 2002;

                  (c) The Company's  Current  Reports on Form 8-K filed with the
         Commission on October 29, 2002 and November 26, 2002;

                  (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.
-------  ---------------------------------------

                  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 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 persons, 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  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.

         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                Resonext  Communications,  Inc.  1999  Stock Plan (as
                           amended and restated effective December 19, 2002).

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
20th day of December, 2002.

                                            RF MICRO DEVICES, INC.

                                            By:      /S/ DAVID A. NORBURY
                                               --------------------------
                                                     David A. Norbury
                                                     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 December 20, 2002.

 /S/ DAVID A. NORBURY                  /S/ WILLIAM A. PRIDDY, JR.
-----------------------------         --------------------------
Name: David A. Norbury                Name: William A. Priddy, Jr.
Title:  Chief Executive Officer       Title:  Chief Financial Officer and
        and Director                          Vice President of Administration
(principal executive officer)         (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/ ALBERT E. PALADINO*
-----------------------------         --------------------------
Name: Frederick J. Leonberger         Name: Dr. Albert E. Paladino
Title: Director                       Title: Director

 /S/ WILLIAM J. PRATT*                /S/ ERIK H. VAN DER KAAY*
-----------------------------         --------------------------
Name:  William J. Pratt               Name: Erik H. van der Kaay
Title:  Director                      Title:  Director

/S/ WALTER H. WILKINSON, JR.*
-----------------------------
Name: Walter H. Wilkinson, Jr.
Title:  Director

  *By:       /S/  DAVID A. NORBURY
         ------------------------------
   Name:     David A. Norbury
             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.

         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                Resonext  Communications,  Inc.  1999  Stock Plan (as
                           amended and restated effective December 19, 2002).