As filed with the Securities and Exchange Commission on August 10, 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)


                  NITRES, INC. 1999 STOCK OPTION/ISSUANCE 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        Amount      Proposed maximum  Proposed maximum      Amount of
securities to   to be       offering price    aggregate offering    registration
be registered   registered  per share (1)     price                 fee
--------------------------------------------------------------------------------

Common Stock,   136,543         $91.38           $12,477,299        $3,294.01
$0.0025 par     shares
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 $91.38 per share, the average of
the high and low  prices  for the  Registrant's  Common  Stock on August 3, 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 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.  Accordingly,  the Company  may  indemnify  its  directors,  officers,  and
employees in accordance with either the statutory or non-statutory standard.

<PAGE>

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 of  Incorporation
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.

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
     24.1          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 August 10, 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  July 31,  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.              Director
-------------------------------
Calvin H. Carter, Jr., Ph.D.


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


/s/ Michael W. Haley                   Director
-------------------------------
Michael W. Haley


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


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


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

<PAGE>

                                  EXHIBIT INDEX

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
     24.1          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": 16810}]
{"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": "333-43490", "film-number": "691987"}, "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 August 10, 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)

                  NITRES, INC. 1999 STOCK OPTION/ISSUANCE 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        Amount      Proposed maximum  Proposed maximum      Amount of
securities to   to be       offering price    aggregate offering    registration
be registered   registered  per share (1)     price                 fee
--------------------------------------------------------------------------------

Common Stock,   136,543         $91.38           $12,477,299        $3,294.01
$0.0025 par     shares
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 $91.38 per share, the average of
the high and low  prices  for the  Registrant's  Common  Stock on August 3, 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 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.  Accordingly,  the Company  may  indemnify  its  directors,  officers,  and
employees in accordance with either the statutory or non-statutory 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 of  Incorporation
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.

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
     24.1          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 August 10, 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  July 31,  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.              Director
-------------------------------
Calvin H. Carter, Jr., Ph.D.

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

/s/ Michael W. Haley                   Director
-------------------------------
Michael W. Haley

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

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

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

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
     24.1          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.