EXHIBIT 4.2



                       FIRST AMENDMENT TO RIGHTS AGREEMENT

                  FIRST AMENDMENT, dated as of July 22, 2003 (the "Amendment"),
to the Rights Agreement, dated as of August 10, 2001 (the "Rights Agreement"),
between RF MICRO DEVICES, INC. (the "Company") and WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly First Union National Bank), as Rights Agent (the "Rights
Agent").

                  WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement, specifying the terms of the Rights (as defined therein);

                  WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement, in accordance with Section 27 of the Rights Agreement, in
order to provide for a three-year independent director evaluation of the Rights
Plan;

                  NOW, THEREFORE, the parties agree as follows:

                  1. Section 29 is amended by rewriting subparagraph (b) and
adding new subparagraphs (c) and (d) as follows:

                           (b) For purposes of this Agreement, any determination
                  to be made by the Board of Directors of the Company may be
                  made by a duly constituted committee thereof if so authorized
                  to act by the Board of Directors pursuant to the Company's
                  Bylaws or a resolution of the Board of Directors, and in such
                  circumstances any reference to the Board of Directors herein
                  shall be deemed to include a reference to such committee.

                           (c) The TIDE Committee (as described below) of the
                  Board of Directors of the Company shall review and evaluate
                  this Agreement in order to consider whether the maintenance of
                  this Agreement continues to be in the best interests of the
                  Company and its shareholders, at least once every three years,
                  beginning on or before August 10, 2004. In addition, the TIDE
                  Committee shall review and evaluate this Agreement for such
                  purpose at any time if any Person shall have made a proposal
                  to the Company or its shareholders, or taken any other action
                  that, if effective, could cause such Person to become an
                  Acquiring Person hereunder, if a majority of the members of
                  the TIDE Committee shall deem such review and evaluation
                  appropriate after giving due regard to all relevant
                  circumstances. Following each review and evaluation, the TIDE
                  Committee shall communicate its conclusions to the full Board
                  of Directors of the Company, including any recommendation as
                  to whether this Agreement should be modified or the Rights
                  should be redeemed. The TIDE Committee shall be appointed by
                  the Board of Directors of the Company and shall be composed
                  solely of members of the Board of Directors who satisfy the
                  independence requirements of The Nasdaq Stock Market. The
                  Governance and Nominating Committee of the Board may act as
                  the TIDE Committee so long as all of its members meet the
                  foregoing requirement.

                           (d) The TIDE Committee, and the Board of Directors of
                  the Company, when considering the redemption of, or any
                  supplement or amendment to, the Rights shall have the power to
                  set their own agenda and to retain at the expense of the
                  Company legal counsel, investment bankers and other advisers
                  of their choosing, and shall have the authority to review all
                  information of the Company and to consider any and all factors
                  they deem relevant to an evaluation of whether to maintain or
                  modify the Agreement or terminate the Rights.

                  2. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.

                  3. This Amendment shall be effective as of the date first
written above and, except as set forth above, the Rights Agreement shall remain
in full force and effect and shall otherwise be unaffected hereby.

                  IN WITNESS WHEREOF, the parties hereto have cause this
Amendment to be duly executed, all as of the date first written above.


ATTEST:                                   RF MICRO DEVICES, INC.

By:/s/ William A. Priddy, Jr.             By:/s/ Robert A. Bruggeworth
   -----------------------------             -----------------------------
     Name: William A. Priddy, Jr.              Name: Robert A. Bruggeworth
     Title:Chief Financial Officer             Title:Chief Executive Officer
     and Corporate Vice President
     of Administration

ATTEST:                                   WACHOVIA BANK, NATIONAL ASSOCIATION

By:/s/ D. Ann Harris                      By:/s/ Myron O. Gray
   -----------------------------            -----------------------------
     Name: D. Ann Harris                       Name: Myron O. Gray
     Title:Corp. Trust Officer                 Title:Vice President