As filed with the Securities and Exchange Commission on December 10, 1999
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
                                    Form S-8
                             Registration Statement

                                      under
                           the Securities Act of 1933

                               CREE RESEARCH, 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 RESEARCH, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                            F. Neal Hunter, Chairman
                               Cree Research, 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)

                                    Copy to:
                              Gerald F. Roach, 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        Amount of
     securities       Amount to    offering price     aggregate     registration
  to be registered  be registered     per share    offering price       fee
--------------------------------------------------------------------------------

Common Stock,        300,000 (1)      $64.75 (2)   $19,425,000 (2)   $ 5,128.20
$0.0025 par value     shares
--------------------------------------------------------------------------------


  (1) Plus such  indeterminate  number of  shares as may be issued  pursuant  to
      certain anti-dilution provisions contained in the 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 Plan are  deemed to be  offered  at $64.75  per share,  the
      average of the high and low prices for the  Registrant's  Common  Stock on
      December 3, 1999 in the Nasdaq National Market System.

--------------------------------------------------------------------------------
<PAGE>
               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 27,
          1999.

     b)   The  Company's  Quarterly  Report  on Form 10-Q for the  period  ended
          September 26, 1999.

     c)   The Company's Current Report on Form 8-K dated July 13, 1999.

     d)   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
Plan 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 or both a statutory or non-statutory
scheme of  indemnification.  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  interests  of the  corporation.  The  Company's  bylaws
provide for indemnification to the fullest extent permitted under North Carolina
law for  persons  who serve as  directors  or  officers of the Company or at the
request of the Company serve as officers, directors, agents, partners, trustees,
administrators  or employees  of any other  foreign or domestic  corporation  or
enterprise.  Accordingly, the Company may indemnify its directors, officers, and
employees in accordance with either the statutory or non-statutory standard.

      In  addition,  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  whether by or in the right of the Company or otherwise,  provided that
such limitation will not apply to (1) acts or omissions 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 became  effective.  In addition,  the Company's  articles also provide
that the  Company's  board  of  directors  shall  have  the  authority  to adopt
resolutions approving the indemnification,  to the fullest extent provided under
North  Carolina  law,  of any person  made a party to any action or  proceeding,
whether  civil,  criminal  or  administrative,  by  reason of the fact that such
person was serving as a director, officer, employee or agent of the Company.
<PAGE>
Item 8. Exhibits

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

Exhibit
Number     Description of Exhibit
-------    ----------------------
4.01(1)    Amended and Restated Articles of Incorporation
4.02(1)    Amended and Restated Bylaws
5          Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
           Jernigan, LLP
23.1       Consent of Ernst & Young LLP
23.2       Consent of PricewaterhouseCoopers LLP
23.3       Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
           LLP (Included in Exhibit 5)
24         Power of Attorney (Contained on signature page).


---------------------
(1)   Exhibit  to the  Company's  Annual  Report on Form 10-K for the year ended
      June 27,  1999 as filed with the  Commission  and  incorporated  herein by
      reference.


Item 9. Undertakings

      The undersigned registrant hereby undertakes:

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

      (2)   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

      (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.

      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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 December  10,
1999.

                               CREE RESEARCH, INC.

                                    By:   /s/  F. NEAL HUNTER
                                        ----------------------------------------
                                        F. Neal Hunter
                                        Chairman and Chief Executive Officer
<PAGE>
                              POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints F. Neal Hunter 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 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,  this  Registration
Statement has been signed by the  following  persons on December 10, 1999 in the
capacities indicated.

               Signature                                  Title

   /s/  F. NEAL HUNTER                   Chairman and Chief Executive Officer
-----------------------------------
F. Neal Hunter

   /s/  CYNTHIA B. MERRELL               Chief Financial Officer and Treasurer
-----------------------------------      (Chief Accounting and Financial
Cynthia B. Merrell                       Officer)

   /s/  CALVIN H. CARTER, JR.            Director
-----------------------------------
Calvin H. Carter, Jr., Ph.D.

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

                                         Director
-----------------------------------
Michael W. Haley

   /s/  WALTER L. ROBB                   Director
-----------------------------------
Walter L. Robb, Ph.D.

   /s/  DOLPH W. VON ARX                 Director
-----------------------------------
Dolph W. Von Arx

                                         Director
-----------------------------------
John W. Palmour, Ph.D.
<PAGE>


                                EXHIBIT INDEX

Exhibit
Number     Description of Exhibit
-------    ----------------------
4.01(1)    Amended and Restated Articles of Incorporation
4.02(1)    Amended and Restated Bylaws
5          Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
           Jernigan, LLP
23.1       Consent of Ernst & Young LLP
23.2       Consent of PricewaterhouseCoopers LLP
23.3       Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
           LLP (Included in Exhibit 5)
24         Power of Attorney (Contained on signature page).


----------------------
(1)   Exhibit  to the  Company's  Annual  Report on Form 10-K for the year ended
      June 27,  1999 as filed with the  Commission  and  incorporated  herein by
      reference.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17801}]
{"company-data": {"conformed-name": "CREE RESEARCH INC /NC/", "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": "333-92477", "film-number": "99772169"}, "business-address": {"street1": "4600 SILICON DR", "city": "DURHAM", "state": "NC", "zip": "27703", "phone": "9193615709"}, "mail-address": {"street1": "4600 SILICON DR", "street2": "STE 176", "city": "DURHAM", "state": "NC", "zip": "27703"}}
As filed with the Securities and Exchange Commission on December 10, 1999
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
                                    Form S-8
                             Registration Statement

                                      under
                           the Securities Act of 1933

                               CREE RESEARCH, 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 RESEARCH, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                            F. Neal Hunter, Chairman
                               Cree Research, 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)

                                    Copy to:
                              Gerald F. Roach, 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        Amount of
     securities       Amount to    offering price     aggregate     registration
  to be registered  be registered     per share    offering price       fee
--------------------------------------------------------------------------------

Common Stock,        300,000 (1)      $64.75 (2)   $19,425,000 (2)   $ 5,128.20
$0.0025 par value     shares
--------------------------------------------------------------------------------

  (1) Plus such  indeterminate  number of  shares as may be issued  pursuant  to
      certain anti-dilution provisions contained in the 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 Plan are  deemed to be  offered  at $64.75  per share,  the
      average of the high and low prices for the  Registrant's  Common  Stock on
      December 3, 1999 in the Nasdaq National Market System.

--------------------------------------------------------------------------------
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 27,
          1999.

     b)   The  Company's  Quarterly  Report  on Form 10-Q for the  period  ended
          September 26, 1999.

     c)   The Company's Current Report on Form 8-K dated July 13, 1999.

     d)   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
Plan 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 or both a statutory or non-statutory
scheme of  indemnification.  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  interests  of the  corporation.  The  Company's  bylaws
provide for indemnification to the fullest extent permitted under North Carolina
law for  persons  who serve as  directors  or  officers of the Company or at the
request of the Company serve as officers, directors, agents, partners, trustees,
administrators  or employees  of any other  foreign or domestic  corporation  or
enterprise.  Accordingly, the Company may indemnify its directors, officers, and
employees in accordance with either the statutory or non-statutory standard.

      In  addition,  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  whether by or in the right of the Company or otherwise,  provided that
such limitation will not apply to (1) acts or omissions 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 became  effective.  In addition,  the Company's  articles also provide
that the  Company's  board  of  directors  shall  have  the  authority  to adopt
resolutions approving the indemnification,  to the fullest extent provided under
North  Carolina  law,  of any person  made a party to any action or  proceeding,
whether  civil,  criminal  or  administrative,  by  reason of the fact that such
person was serving as a director, officer, employee or agent of the Company.
Item 8. Exhibits

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

Exhibit
Number     Description of Exhibit
-------    ----------------------
4.01(1)    Amended and Restated Articles of Incorporation
4.02(1)    Amended and Restated Bylaws
5          Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
           Jernigan, LLP
23.1       Consent of Ernst & Young LLP
23.2       Consent of PricewaterhouseCoopers LLP
23.3       Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
           LLP (Included in Exhibit 5)
24         Power of Attorney (Contained on signature page).

---------------------
(1)   Exhibit  to the  Company's  Annual  Report on Form 10-K for the year ended
      June 27,  1999 as filed with the  Commission  and  incorporated  herein by
      reference.

Item 9. Undertakings

      The undersigned registrant hereby undertakes:

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

      (2)   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

      (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.

      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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 December  10,
1999.

                               CREE RESEARCH, INC.

                                    By:   /s/  F. NEAL HUNTER
                                        ----------------------------------------
                                        F. Neal Hunter
                                        Chairman and Chief Executive Officer
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints F. Neal Hunter 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 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,  this  Registration
Statement has been signed by the  following  persons on December 10, 1999 in the
capacities indicated.

               Signature                                  Title

   /s/  F. NEAL HUNTER                   Chairman and Chief Executive Officer
-----------------------------------
F. Neal Hunter

   /s/  CYNTHIA B. MERRELL               Chief Financial Officer and Treasurer
-----------------------------------      (Chief Accounting and Financial
Cynthia B. Merrell                       Officer)

   /s/  CALVIN H. CARTER, JR.            Director
-----------------------------------
Calvin H. Carter, Jr., Ph.D.

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

                                         Director
-----------------------------------
Michael W. Haley

   /s/  WALTER L. ROBB                   Director
-----------------------------------
Walter L. Robb, Ph.D.

   /s/  DOLPH W. VON ARX                 Director
-----------------------------------
Dolph W. Von Arx

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

Exhibit
Number     Description of Exhibit
-------    ----------------------
4.01(1)    Amended and Restated Articles of Incorporation
4.02(1)    Amended and Restated Bylaws
5          Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
           Jernigan, LLP
23.1       Consent of Ernst & Young LLP
23.2       Consent of PricewaterhouseCoopers LLP
23.3       Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
           LLP (Included in Exhibit 5)
24         Power of Attorney (Contained on signature page).

----------------------
(1)   Exhibit  to the  Company's  Annual  Report on Form 10-K for the year ended
      June 27,  1999 as filed with the  Commission  and  incorporated  herein by
      reference.