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.
                  AMENDED AND RESTATED EQUITY COMPENSATION PLAN
                            (AS AMENDED AND RESTATED)
                            (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,       4,800,000 (1)    $64.75 (2)   $310,800,000 (2)   $82,051.20
$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

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
is filed solely to register an additional  4,800,000  shares of the Common Stock
of Cree Research, Inc. (the "Company") under the Cree Research, Inc. Amended and
Restated Equity Compensation Plan (the "Plan"). An aggregate of 2,080,000 shares
were previously  registered for issuance under the Plan on Form S-8 Registration
Statement No. 33-98956,  filed with the U.S.  Securities and Exchange Commission
(the "Commission") on or about November 3, 1995. Pursuant to General Instruction
E, the contents of the  Company's  Form S-8  Registration  Statement  referenced
above are hereby incorporated herein by reference.

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 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.
<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": 10061}]
{"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": "333-92479", "film-number": "99772170"}, "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.
                  AMENDED AND RESTATED EQUITY COMPENSATION PLAN
                            (AS AMENDED AND RESTATED)
                            (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,       4,800,000 (1)    $64.75 (2)   $310,800,000 (2)   $82,051.20
$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

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
is filed solely to register an additional  4,800,000  shares of the Common Stock
of Cree Research, Inc. (the "Company") under the Cree Research, Inc. Amended and
Restated Equity Compensation Plan (the "Plan"). An aggregate of 2,080,000 shares
were previously  registered for issuance under the Plan on Form S-8 Registration
Statement No. 33-98956,  filed with the U.S.  Securities and Exchange Commission
(the "Commission") on or about November 3, 1995. Pursuant to General Instruction
E, the contents of the  Company's  Form S-8  Registration  Statement  referenced
above are hereby incorporated herein by reference.

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 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.
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.