EXHIBIT 4.1

    NUMBER                                                          SHARES
                                 [CREE LOGO]
CR
                 INCORPORATED UNDER THE LAWS OF THE STATE OF    SEE REVERSE FOR
                                NORTH CAROLINA                      CERTAIN
                                                                  DEFINITIONS
COMMON STOCK                                                   CUSIP 225447 10 1


THIS CERTIFIES THAT







is the registered holder of

          FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

                              CREE RESEARCH, INC.

transferable  on the books of the  Corporation by the holder hereof in person or
by  duly  authorized  attorney  upon  surrender  of  this  certificate  properly
endorsed.  This  certificate is not valid unless  countersigned  by the Transfer
Agent and registered by the Registrar.

   WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

   Dated:

   /s/ Adam H. Broome         [CREE CORPORATE SEAL]    /s/ Charles M. Swoboda
   Secretary                                           President

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY

(NEW YORK, NEW YORK)
TRANSFER AGENT AND REGISTRAR

- --------------------------- AUTHORIZED SIGNATURE



                             CREE RESEARCH, INC.

THE CORPORATION IS AUTHORIZED TO ISSUE  DIFFERENT  CLASSES AND SERIES OF CAPITAL
STOCK. THE CORPORATION WILL FURNISH ANY SHAREHOLDER UPON REQUEST, IN WRITING AND
WITHOUT CHARGE, A STATEMENT OF THE  DESIGNATIONS,  RELATIVE RIGHTS,  PREFERENCES
AND LIMITATIONS APPLICABLE TO EACH CLASS OF CAPITAL STOCK OF THE CORPORATION AND
OF THE VARIATIONS IN RIGHTS,  PREFERENCES  AND  LIMITATIONS  DETERMINED FOR EACH
SERIES AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE  VARIATIONS  FOR
FUTURE SERIES.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

TEN COM - as tenants in common     UNIF GIFT MIN ACT -         Custodian
TEN ENT - as tenants by the                            (Cust)            (Minor)
          entirties                                    under Uniform Gifts to
JT TEN  - as joint tenants with                        Minors Act
          right of survivorship
          and not as tenants in                        (State)
          common

   Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,                                     hereby sell, assign and

transfer unto

PLEASE INSERT SOCIAL SECURITIES OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- --------------------------------------------------------------------- shares of
the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint

- ---------------------------------------------------------------------- Attorney

to transfer  the said stock on the books of the  Corporation  with full power of
substitution in the premises.

Dated

                                        X-------------------------------------
                                        X-------------------------------------
                                    NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT
                                             MUST  CORRESPOND  WITH  THE NAME AS
                                             WRITTEN   UPON   THE  FACT  OF  THE
                                             CERTIFICATE  IN  EVERY  PARTICULAR,
                                             WITHOUT  ALTERATION OR ENLARGEMENT,
                                             OR ANY CHANGE WHATSOEVER.

                   Signature(s) Guaranteed:  -----------------------------------
                                             THE SIGNATURE(S) MUST BE GUARANTEED
                                             BY    AN     ELIGIBLE     GUARANTOR
                                             INSTITUTION  SUCH  AS A  SECURITIES
                                             BROKER/DEALER,   COMMERCIAL   BANK,
                                             TRUST COMPANY,  SAVINGS ASSOCIATION
                                             OR A CREDIT UNION  PARTICIPATING IN
                                             A  MEDALLION  PROGRAM  PURSUANT  TO
                                             RULE  17Ad-15  OF  THE   SECURITIES
                                             EXCHANGE ACT OF 1934, AS AMENDED

  KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
                  THE ISSUANCE OF A REPLACEMENT CERTIFICATE.