As filed with the Securities and Exchange Commission on November 5, 2001.
                                                     Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _______________
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                   CREE, INC.
             (Exact name of registrant as specified in its charter)

        North Carolina                                     56-1572719
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

         4600 Silicon Drive
        Durham, North Carolina                                27703
(Address of Principal Executive Offices)                   (Zip Code)

                                   Cree, Inc.
                       Fiscal 2002 Stock Option Bonus Plan
                                   Cree, Inc.
                       2001 Nonqualified Stock Option Plan
                            (Full title of the plans)

                               CYNTHIA B. MERRELL
                      CHIEF FINANCIAL OFFICER AND TREASURER
                                   Cree, Inc.
                               4600 Silicon Drive
                          Durham, North Carolina 27703
                     (Name and address of agent for service)

                                 (919) 313-5300
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Gerald F. Roach, Esq.
                              Chris B. Capel, Esq.
          SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
                         2500 First Union Capitol Center
                          Raleigh, North Carolina 27601
                                 (919) 821-1220

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed       Proposed
Title of                            maximum        maximum
securities       Amount             offering       aggregate       Amount of
to be            to be              price per      offering        Registration
registered       registered (1)     share (2)      price           Fee
================================================================================

Common Stock,    3,600,000          $17.48         $62,928,000     $15,732.00
$0.00125 par     shares
value

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

(1)  Of the  3,600,000  shares  registered  herewith,  600,000  shares  will  be
     issuable  under the Cree,  Inc.  Fiscal  2002 Stock  Option  Bonus Plan and
     3,000,000  shares will be issuable under the Cree,  Inc. 2001  Nonqualified
     Stock Option Plan.

(2)  This  price  is  estimated  solely  for  the  purpose  of  calculating  the
     registration  fee. Pursuant to Rules 457(c) and (h), shares that may be the
     subject of the plans are  deemed to be  offered  at $17.48  per share,  the
     average  of the high and low prices for the  Registrant's  Common  Stock on
     October 30, 2001 in the Nasdaq National Market System.
<PAGE>
                                     PART I

              Information Required in the Section 10(a) Prospectus

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission"),  this registration  statement omits the information  specified in
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the participants in the Cree, Inc. Fiscal 2002 Stock Option
Bonus Plan and the Cree, Inc. 2001  Nonqualified  Stock Option Plan (hereinafter
referred to  collectively  as the  "Plans") as required by Rule 482(b) under the
Securities  Act. Such  documents are not being filed with the Commission as part
of this  registration  statement or as  prospectuses  or prospectus  supplements
pursuant to Rule 424.


                                    PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     The  following  documents  have  been  filed  with the  Commission  and are
incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for the year ended June 24, 2001.

(b)  The Company's  Quarterly Report on Form 10-Q for the period ended September
     23, 2001.

(c)  The description of the Company's common stock contained in its registration
     statement  on Form 8-A filed with the  Commission  under  Section 12 of the
     Securities Exchange Act of 1934.

     All documents  filed by the Company  subsequent to the date hereof 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 under
the Plans have been sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

Item 6.           Indemnification of Directors and Officers

     North  Carolina  law permits a  corporation  to  indemnify  its  directors,
officers, employees or agents under either a statutory or nonstatutory scheme of
indemnification,  or both.  Under the statutory  scheme, a corporation may, with
certain  exceptions,  indemnify  a director,  officer,  employee or agent of the
corporation who was, is, or is threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceeding,  whether civil, criminal,
administrative  or  investigative,  because  of the fact that such  person was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of such  corporation  as a director,  officer,  employee or agent of
another corporation or enterprise.  This indemnity may include the obligation to
pay any judgment,  settlement,  penalty,  fine (including an excise tax assessed
with respect to an employee  benefit plan) and reasonable  expenses  incurred in
connection  with  the  proceeding   (including   counsel  fees),   but  no  such
indemnification may be granted unless such director,  officer, agent or employee
(1) conducted himself in good faith, (2) reasonably believed (a) that any action
taken in his official  capacity with the corporation was in the best interest of
the  corporation  or (b) that in all other  cases his  conduct  at least was not
opposed to the  corporation's  best interest and (3) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Whether
a  director  has  met  the  requisite  standard  of  conduct  for  the  type  of
indemnification  set forth above is  determined  by the  corporation's  board of
directors,  a committee of directors,  special legal counsel or the shareholders
in accordance with the statute. A corporation may not indemnify a director under
the statutory  scheme in connection  with a proceeding by or in the right of the
corporation in which the director was adjudged  liable to the  corporation or in
connection  with a proceeding  in which a director  was  adjudged  liable on the
basis of having received an improper personal benefit.
<PAGE>
     In addition to, and separate and apart from, the indemnification  described
above under the statutory  scheme,  North  Carolina law permits a corporation to
indemnify or agree to indemnify  any of its  directors,  officers,  employees or
agents  against  liability  and  expenses  (including  attorneys  fees)  in  any
proceeding  (including  proceedings  brought by or on behalf of the corporation)
arising  out of their  status as such or their  activities  in such  capacities,
except for any  liabilities or expenses  incurred on account of activities  that
were,  at the time  taken,  known or  believed  by the  person to be  clearly in
conflict with the best interest of the corporation. The Company's bylaws provide
for  indemnification  to the fullest extent  permitted under North Carolina law,
provided,   however,   that  the  Company  will  indemnify  any  person  seeking
indemnification in connection with a proceeding initiated by such person only if
such  proceeding  was  authorized  by the  Board of  Directors  of the  Company.
Accordingly, the Company may indemnify its directors,  officers and employees in
accordance with either the statutory or nonstatutory standard, or both.

     North  Carolina  law  requires  a  corporation,   unless  its  Articles  of
Incorporation provide otherwise, to indemnify a director or officer who has been
wholly successful,  on the merits or otherwise, in the defense of any proceeding
to which such director or officer was a party. Unless prohibited by the Articles
of  Incorporation,  a director or officer also may make  application  and obtain
court-ordered  indemnification  if the court  determines  that such  director or
officer is fairly and reasonably entitled to such indemnification.

     Finally,  North  Carolina law provides that a corporation  may purchase and
maintain insurance on behalf of an individual who is or was a director, officer,
employee or agent to the  corporation  against certain  liabilities  incurred by
such persons, whether or not the corporation is otherwise authorized under North
Carolina law to indemnify such party. The Company currently maintains directors'
and officers' insurance policies covering its directors and officers.

     As  permitted  by North  Carolina  law, the  Company's  articles  limit the
personal  liability of a director for monetary damages for breaches of duty as a
director,  provided that such limitation will not apply to (1) acts or omissions
not made in good  faith  that the  director  at the time of the  breach  knew or
believed  were clearly in conflict with the Company's  best  interests,  (2) any
liability  for  unlawful   distributions  under  North  Carolina  law,  (3)  any
transaction from which the director derived an improper  personal benefit or (4)
acts or  omissions  occurring  prior to the date the  provision  of the articles
became effective.

Item 8.  Exhibits

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

Exhibit
Number           Description of Exhibit
-------          ---------------------------------------------------------------
  4.1            Specimen Stock Certificate (1)

  4.2            Amended and Restated Articles of Incorporation (2)

  4.3            Amended and Restated Bylaws (3)

  5.1            Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, L.L.P.

 23.1            Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, L.L.P. (included in Exhibit 5.1)

 23.2            Consent of Independent Auditors

 24              Power of Attorney (Contained on signature page)

--------------------------------
(1)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Registration  Statement on Form S-3, Registration No. 333-94013,  effective
     as of January 13, 2000.
(2)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Quarterly  Report on Form 10-Q for the quarterly period ending December 24,
     2000, filed February 2, 2001.
(3)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Annual Report on Form 10-K for the year ending June 24, 2001,  filed August
     27, 2001.
<PAGE>
Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

     (a)  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;

          (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 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)(i) and (a)(ii) of this section
          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  registration
          pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement; and

     (b)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  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; and

     (c)  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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.

<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 Durham, State of North Carolina, on November 5, 2001.

                                    CREE, INC.


                                    By:      /s/ Charles M. Swoboda
                                          --------------------------------
                                          Charles M. Swoboda
                                          President and Chief Executive Officer
<PAGE>
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Charles M. Swoboda and Cynthia B. Merrell and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and   agents,   with  full   powers  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully for all intents and purposes as
he or she might or could do in person,  hereby ratifying and confirming all that
said  attorneys-in-fact  and agents,  or their  substitutes,  may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the  requirements  of the Securities Act of 1933, the following
persons  have  signed  this  Registration  Statement  on November 5, 2001 in the
capacities indicated.


Signature                                       Title
---------                                       -----



         /s/ Charles M. Swoboda                 President, Chief Executive
---------------------------------------         Officer and Director
Charles M. Swoboda



         /c/ Cynthia B. Merrell                 Chief Financial Officer and
---------------------------------------         Treasurer
Cynthia B. Merrell                              (Chief Accounting and Financial
                                                Officer)


---------------------------------------
F. Neal Hunter                                  Executive Chairman and Director



---------------------------------------
John W. Palmour, Ph.D.                          Director



         /s/ James E. Dykes
---------------------------------------
James E. Dykes                                  Director


         /s/ Dolph W. von Arx
---------------------------------------
Dolph W. von Arx                                Director


         /s/ William J. O'Meara
---------------------------------------
William J. O'Meara                              Director


         /s/ Robert J. Potter
---------------------------------------
Robert J. Potter, Ph.D.                         Director
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number         Description of Exhibit
-------        ----------------------------------------------------------------

  4.1          Specimen Stock Certificate (1)

  4.2          Amended and Restated Articles of Incorporation (2)

  4.3          Amended and Restated Bylaws (3)

  5.1          Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
               Jernigan, L.L.P.

 23.1          Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
               L.L.P. (included in Exhibit 5.1)

 23.2          Consent of Independent Auditors

 24            Power of Attorney (Contained on signature page)

------------------------
(1)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Registration  Statement on Form S-3, Registration No. 333-94013,  effective
     as of January 13, 2000.
(2)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Quarterly  Report on Form 10-Q for the quarterly period ending December 24,
     2000, filed February 2, 2001.
(3)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Annual Report on Form 10-K for the year ending June 24, 2001,  filed August
     27, 2001.
[{"type": "S-8", "sequence": "1", "filename": "s8_registrationstatement.txt", "description": "REGISTRATION STATEMENT ON FROM S-8", "secsgml_size_bytes": 21359}]
{"company-data": {"conformed-name": "CREE INC", "cik": "0000895419", "assigned-sic": "3674", "irs-number": "561572719", "state-of-incorporation": "NC", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72774", "film-number": "1775199"}, "business-address": {"street1": "4600 SILICON DR", "city": "DURHAM", "state": "NC", "zip": "27703", "phone": "9193135300"}, "mail-address": {"street1": "4600 SILICON DR", "city": "DURHAM", "state": "NC", "zip": "27703-8475"}, "former-company": {"former-conformed-name": "CREE RESEARCH INC /NC/", "date-changed": "19940224"}}
As filed with the Securities and Exchange Commission on November 5, 2001.
                                                     Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _______________
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                   CREE, INC.
             (Exact name of registrant as specified in its charter)

        North Carolina                                     56-1572719
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

         4600 Silicon Drive
        Durham, North Carolina                                27703
(Address of Principal Executive Offices)                   (Zip Code)

                                   Cree, Inc.
                       Fiscal 2002 Stock Option Bonus Plan
                                   Cree, Inc.
                       2001 Nonqualified Stock Option Plan
                            (Full title of the plans)

                               CYNTHIA B. MERRELL
                      CHIEF FINANCIAL OFFICER AND TREASURER
                                   Cree, Inc.
                               4600 Silicon Drive
                          Durham, North Carolina 27703
                     (Name and address of agent for service)

                                 (919) 313-5300
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Gerald F. Roach, Esq.
                              Chris B. Capel, Esq.
          SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
                         2500 First Union Capitol Center
                          Raleigh, North Carolina 27601
                                 (919) 821-1220

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed       Proposed
Title of                            maximum        maximum
securities       Amount             offering       aggregate       Amount of
to be            to be              price per      offering        Registration
registered       registered (1)     share (2)      price           Fee
================================================================================

Common Stock,    3,600,000          $17.48         $62,928,000     $15,732.00
$0.00125 par     shares
value

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

(1)  Of the  3,600,000  shares  registered  herewith,  600,000  shares  will  be
     issuable  under the Cree,  Inc.  Fiscal  2002 Stock  Option  Bonus Plan and
     3,000,000  shares will be issuable under the Cree,  Inc. 2001  Nonqualified
     Stock Option Plan.

(2)  This  price  is  estimated  solely  for  the  purpose  of  calculating  the
     registration  fee. Pursuant to Rules 457(c) and (h), shares that may be the
     subject of the plans are  deemed to be  offered  at $17.48  per share,  the
     average  of the high and low prices for the  Registrant's  Common  Stock on
     October 30, 2001 in the Nasdaq National Market System.
PART I

              Information Required in the Section 10(a) Prospectus

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission"),  this registration  statement omits the information  specified in
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the participants in the Cree, Inc. Fiscal 2002 Stock Option
Bonus Plan and the Cree, Inc. 2001  Nonqualified  Stock Option Plan (hereinafter
referred to  collectively  as the  "Plans") as required by Rule 482(b) under the
Securities  Act. Such  documents are not being filed with the Commission as part
of this  registration  statement or as  prospectuses  or prospectus  supplements
pursuant to Rule 424.

                                    PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     The  following  documents  have  been  filed  with the  Commission  and are
incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for the year ended June 24, 2001.

(b)  The Company's  Quarterly Report on Form 10-Q for the period ended September
     23, 2001.

(c)  The description of the Company's common stock contained in its registration
     statement  on Form 8-A filed with the  Commission  under  Section 12 of the
     Securities Exchange Act of 1934.

     All documents  filed by the Company  subsequent to the date hereof 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 under
the Plans have been sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

Item 6.           Indemnification of Directors and Officers

     North  Carolina  law permits a  corporation  to  indemnify  its  directors,
officers, employees or agents under either a statutory or nonstatutory scheme of
indemnification,  or both.  Under the statutory  scheme, a corporation may, with
certain  exceptions,  indemnify  a director,  officer,  employee or agent of the
corporation who was, is, or is threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceeding,  whether civil, criminal,
administrative  or  investigative,  because  of the fact that such  person was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of such  corporation  as a director,  officer,  employee or agent of
another corporation or enterprise.  This indemnity may include the obligation to
pay any judgment,  settlement,  penalty,  fine (including an excise tax assessed
with respect to an employee  benefit plan) and reasonable  expenses  incurred in
connection  with  the  proceeding   (including   counsel  fees),   but  no  such
indemnification may be granted unless such director,  officer, agent or employee
(1) conducted himself in good faith, (2) reasonably believed (a) that any action
taken in his official  capacity with the corporation was in the best interest of
the  corporation  or (b) that in all other  cases his  conduct  at least was not
opposed to the  corporation's  best interest and (3) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Whether
a  director  has  met  the  requisite  standard  of  conduct  for  the  type  of
indemnification  set forth above is  determined  by the  corporation's  board of
directors,  a committee of directors,  special legal counsel or the shareholders
in accordance with the statute. A corporation may not indemnify a director under
the statutory  scheme in connection  with a proceeding by or in the right of the
corporation in which the director was adjudged  liable to the  corporation or in
connection  with a proceeding  in which a director  was  adjudged  liable on the
basis of having received an improper personal benefit.
In addition to, and separate and apart from, the indemnification  described
above under the statutory  scheme,  North  Carolina law permits a corporation to
indemnify or agree to indemnify  any of its  directors,  officers,  employees or
agents  against  liability  and  expenses  (including  attorneys  fees)  in  any
proceeding  (including  proceedings  brought by or on behalf of the corporation)
arising  out of their  status as such or their  activities  in such  capacities,
except for any  liabilities or expenses  incurred on account of activities  that
were,  at the time  taken,  known or  believed  by the  person to be  clearly in
conflict with the best interest of the corporation. The Company's bylaws provide
for  indemnification  to the fullest extent  permitted under North Carolina law,
provided,   however,   that  the  Company  will  indemnify  any  person  seeking
indemnification in connection with a proceeding initiated by such person only if
such  proceeding  was  authorized  by the  Board of  Directors  of the  Company.
Accordingly, the Company may indemnify its directors,  officers and employees in
accordance with either the statutory or nonstatutory standard, or both.

     North  Carolina  law  requires  a  corporation,   unless  its  Articles  of
Incorporation provide otherwise, to indemnify a director or officer who has been
wholly successful,  on the merits or otherwise, in the defense of any proceeding
to which such director or officer was a party. Unless prohibited by the Articles
of  Incorporation,  a director or officer also may make  application  and obtain
court-ordered  indemnification  if the court  determines  that such  director or
officer is fairly and reasonably entitled to such indemnification.

     Finally,  North  Carolina law provides that a corporation  may purchase and
maintain insurance on behalf of an individual who is or was a director, officer,
employee or agent to the  corporation  against certain  liabilities  incurred by
such persons, whether or not the corporation is otherwise authorized under North
Carolina law to indemnify such party. The Company currently maintains directors'
and officers' insurance policies covering its directors and officers.

     As  permitted  by North  Carolina  law, the  Company's  articles  limit the
personal  liability of a director for monetary damages for breaches of duty as a
director,  provided that such limitation will not apply to (1) acts or omissions
not made in good  faith  that the  director  at the time of the  breach  knew or
believed  were clearly in conflict with the Company's  best  interests,  (2) any
liability  for  unlawful   distributions  under  North  Carolina  law,  (3)  any
transaction from which the director derived an improper  personal benefit or (4)
acts or  omissions  occurring  prior to the date the  provision  of the articles
became effective.

Item 8.  Exhibits

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

Exhibit
Number           Description of Exhibit
-------          ---------------------------------------------------------------
  4.1            Specimen Stock Certificate (1)

  4.2            Amended and Restated Articles of Incorporation (2)

  4.3            Amended and Restated Bylaws (3)

  5.1            Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, L.L.P.

 23.1            Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, L.L.P. (included in Exhibit 5.1)

 23.2            Consent of Independent Auditors

 24              Power of Attorney (Contained on signature page)

--------------------------------
(1)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Registration  Statement on Form S-3, Registration No. 333-94013,  effective
     as of January 13, 2000.
(2)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Quarterly  Report on Form 10-Q for the quarterly period ending December 24,
     2000, filed February 2, 2001.
(3)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Annual Report on Form 10-K for the year ending June 24, 2001,  filed August
     27, 2001.
Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

     (a)  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;

          (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 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)(i) and (a)(ii) of this section
          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  registration
          pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement; and

     (b)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  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; and

     (c)  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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 Durham, State of North Carolina, on November 5, 2001.

                                    CREE, INC.

                                    By:      /s/ Charles M. Swoboda
                                          --------------------------------
                                          Charles M. Swoboda
                                          President and Chief Executive Officer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Charles M. Swoboda and Cynthia B. Merrell and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and   agents,   with  full   powers  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully for all intents and purposes as
he or she might or could do in person,  hereby ratifying and confirming all that
said  attorneys-in-fact  and agents,  or their  substitutes,  may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the  requirements  of the Securities Act of 1933, the following
persons  have  signed  this  Registration  Statement  on November 5, 2001 in the
capacities indicated.

Signature                                       Title
---------                                       -----

         /s/ Charles M. Swoboda                 President, Chief Executive
---------------------------------------         Officer and Director
Charles M. Swoboda

         /c/ Cynthia B. Merrell                 Chief Financial Officer and
---------------------------------------         Treasurer
Cynthia B. Merrell                              (Chief Accounting and Financial
                                                Officer)

---------------------------------------
F. Neal Hunter                                  Executive Chairman and Director

---------------------------------------
John W. Palmour, Ph.D.                          Director

         /s/ James E. Dykes
---------------------------------------
James E. Dykes                                  Director

         /s/ Dolph W. von Arx
---------------------------------------
Dolph W. von Arx                                Director

         /s/ William J. O'Meara
---------------------------------------
William J. O'Meara                              Director

         /s/ Robert J. Potter
---------------------------------------
Robert J. Potter, Ph.D.                         Director
EXHIBIT INDEX

Exhibit
Number         Description of Exhibit
-------        ----------------------------------------------------------------

  4.1          Specimen Stock Certificate (1)

  4.2          Amended and Restated Articles of Incorporation (2)

  4.3          Amended and Restated Bylaws (3)

  5.1          Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
               Jernigan, L.L.P.

 23.1          Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
               L.L.P. (included in Exhibit 5.1)

 23.2          Consent of Independent Auditors

 24            Power of Attorney (Contained on signature page)

------------------------
(1)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Registration  Statement on Form S-3, Registration No. 333-94013,  effective
     as of January 13, 2000.
(2)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Quarterly  Report on Form 10-Q for the quarterly period ending December 24,
     2000, filed February 2, 2001.
(3)  Incorporated  by  reference  herein.  Filed as an exhibit to the  Company's
     Annual Report on Form 10-K for the year ending June 24, 2001,  filed August
     27, 2001.