EXHIBIT 3.1

                          ARTICLES OF INCORPORATION
                                      OF
                             CREE RESEARCH, INC.


                                  ARTICLE I

      The name of the Corporation is Cree Research, Inc.


                                  ARTICLE II

      The period of duration of the Corporation shall be perpetual.


                                 ARTICLE III

      The purpose for which the  Corporation  is  organized  is to engage in any
lawful act or activity for which  corporations may be organized under Chapter 55
of the General Statutes of North Carolina.


                                  ARTICLE IV

The aggregate number of shares of capital stock which the Corporation shall have
authority to issue is 63,000,000  shares divided into two classes  consisting of
60,000,000  shares of Common  Stock  with a par value of $ 0.0025  per share and
3,000,000  shares of  Preferred  Stock with a par value of $0.01 per share.  The
Board of Directors  is  authorized  from time to time to  establish  one or more
series of Preferred  Stock and to determine  the  preferences,  limitations  and
relative  rights of the  Preferred  Stock before  issuance of any shares of that
class and of any series of  Preferred  Stock  before  issuance of shares of that
series.


                                  ARTICLE V

      The number of directors of the Corporation may be fixed by the bylaws.


                                  ARTICLE VI

      There  shall be no  preemptive  rights  with  respect to the shares of the
capital stock of the Corporation.


                                 ARTICLE VII

      No director of the Corporation  shall have personal  liability arising out
of an action  whether by or in the right of the  Corporation  or  otherwise  for
monetary damages for breach of his or her duty as a director; provided, however,
that the  foregoing  shall not limit or eliminate  the  personal  liability of a
director  with respect to (i) acts or omissions not made in good faith that such
director at the time of such breach knew or believed  were in conflict  with the
best interests of the  Corporation,  (ii) any liability under Section 55-8-33 of
the North  Carolina  General  Statutes  or any  successor  provision,  (iii) any
transaction  from which such director  derived an improper  personal  benefit or
(iv) acts or omissions  occurring prior to the date of the effectiveness of this
Article. As used in this Article,  the term "improper personal benefit" does not
include a director's  compensation or other incidental benefit for or on account
of his or



her service as a director, officer, employee,  independent contractor,  attorney
or consultant of the Corporation.

      Furthermore,  notwithstanding the foregoing  provision,  in the event that
Section 55-2-02 or any other provision of the North Carolina General Statutes is
amended or enacted to permit  further  limitation or elimination of the personal
liability of a director,  the personal liability of the Corporation's  directors
shall be limited or eliminated to the fullest extent permitted by the applicable
law.

      This Article shall not affect a charter or bylaw  provision or contract or
resolution of the  Corporation  indemnifying or agreeing to indemnify a director
against personal liability. Any repeal or modification of this Article shall not
adversely  affect  any  limitation  hereunder  on the  personal  liability  of a
director  with  respect to acts or omissions  occurring  prior to such repeal or
modification.


                                 ARTICLE VIII

      The name and address of the incorporator is Fred D. Hutchison,  Suite 450,
2626 Glenwood Avenue, Raleigh, North Carolina 27608.