As filed with the Securities and Exchange Commission on October 27, 2000.
                                                    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 2001 Stock Option Bonus Plan
                            (Full title of the plan)

                               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

================================================================================
 Title of
securities          Amount     Proposed maximum   Proposed maximum    Amount of
  to be             to be       offering price       aggregate      registration
registered        registered     per share (1)    offering price        fee
================================================================================
Common Stock,      300,000         $81.78           $24,534,000      $6,476.98
$0.0025            shares
par value

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

   (1) 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 $81.78 per share, the average
   of the high and low prices for the  Registrant's  Common Stock on October 25,
   2000 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 25,
          2000.

     (b)  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  nonstatutory
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 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.

     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
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.


<PAGE>
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 (1)

  4.3            Amended and Restated Bylaws (1)

  5.1            Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, LLP

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

  23.2           Consent of Independent Auditors

  23.3           Consent of Independent Accountants

  24             Power of Attorney (Contained on signature page)

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

     (1)  Incorporated by reference herein. Filed as an exhibit to the Company's
          Registration Statement filed on Form S-3, as amended, Registration No.
          333-94013,  and  declared  effective  by the  Securities  and Exchange
          Commission on January 13, 2000.



<PAGE>
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  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 October 27, 2000.

                                            CREE, 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 (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 October 27, 2000 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 Officer)
Cynthia B. Merrell


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


----------------------------------      Director
James E. Dykes


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


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


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


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


<PAGE>

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

  4.1            Specimen Stock Certificate (1)

  4.2            Amended and Restated Articles of Incorporation (1)

  4.3            Amended and Restated Bylaws (1)

  5.1            Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, LLP

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

  23.2           Consent of Independent Auditors

  23.3           Consent of Independent Accountants

  24             Power of Attorney (Contained on signature page)

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

     (1)  Incorporated by reference herein. Filed as an exhibit to the Company's
          Registration Statement filed on Form S-3, as amended, Registration No.
          333-94013,  and  declared  effective  by the  Securities  and Exchange
          Commission on January 13, 2000.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17083}]
{"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": "333-48830", "film-number": "747912"}, "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"}, "former-company": {"former-conformed-name": "CREE RESEARCH INC /NC/", "date-changed": "19940224"}}
As filed with the Securities and Exchange Commission on October 27, 2000.
                                                    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 2001 Stock Option Bonus Plan
                            (Full title of the plan)

                               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

================================================================================
 Title of
securities          Amount     Proposed maximum   Proposed maximum    Amount of
  to be             to be       offering price       aggregate      registration
registered        registered     per share (1)    offering price        fee
================================================================================
Common Stock,      300,000         $81.78           $24,534,000      $6,476.98
$0.0025            shares
par value

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

   (1) 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 $81.78 per share, the average
   of the high and low prices for the  Registrant's  Common Stock on October 25,
   2000 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 25,
          2000.

     (b)  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  nonstatutory
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 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.

     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
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.
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 (1)

  4.3            Amended and Restated Bylaws (1)

  5.1            Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, LLP

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

  23.2           Consent of Independent Auditors

  23.3           Consent of Independent Accountants

  24             Power of Attorney (Contained on signature page)

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

     (1)  Incorporated by reference herein. Filed as an exhibit to the Company's
          Registration Statement filed on Form S-3, as amended, Registration No.
          333-94013,  and  declared  effective  by the  Securities  and Exchange
          Commission on January 13, 2000.
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  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 October 27, 2000.

                                            CREE, 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 (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 October 27, 2000 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 Officer)
Cynthia B. Merrell

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

----------------------------------      Director
James E. Dykes

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

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

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

/s/ Dolph W. von Arx
---------------------------------       Director
Dolph W. von Arx
Exhibit
 Number          Description of Exhibit
--------         -----------------------

  4.1            Specimen Stock Certificate (1)

  4.2            Amended and Restated Articles of Incorporation (1)

  4.3            Amended and Restated Bylaws (1)

  5.1            Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                 Jernigan, LLP

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

  23.2           Consent of Independent Auditors

  23.3           Consent of Independent Accountants

  24             Power of Attorney (Contained on signature page)

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

     (1)  Incorporated by reference herein. Filed as an exhibit to the Company's
          Registration Statement filed on Form S-3, as amended, Registration No.
          333-94013,  and  declared  effective  by the  Securities  and Exchange
          Commission on January 13, 2000.