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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 26, 1999
COMMISSION FILE NUMBER: 0-22511

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RF MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)

NORTH CAROLINA 56-1733461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

7625 THORNDIKE ROAD
GREENSBORO, NORTH CAROLINA 27409-9421
(Address of principal executive offices, including zip code)

(336) 664-1233
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

As of August 5, 1999, there were 39,609,741 shares of the registrant's
common stock outstanding.

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2

RF MICRO DEVICES, INC.

INDEX

PAGE
----

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.............................. 1
Condensed Statements of Income -- Three months ended
June 30, 1999 and 1998................................ 1
Condensed Balance Sheets -- June 30, 1999 and March 31,
1999.................................................. 2
Condensed Statements of Cash Flows -- Three months
ended June 30, 1999 and 1998.......................... 3
Notes to Condensed Financial Statements................ 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 6
Part II. OTHER INFORMATION
Item 5. Other Information................................. 11
Item 6. Exhibits and Reports on Form 8-K.................. 11

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RF MICRO DEVICES, INC.

CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
-----------------------------
JUNE 30, 1999 JUNE 30, 1998
------------- -------------

Revenues:
Product sales............................................. $61,881 $23,249
Engineering revenue....................................... 167 192
------- -------
Total revenues.............................................. 62,048 23,441
Operating costs and expenses:
Cost of goods sold........................................ 35,645 15,603
Research and development.................................. 6,038 2,777
Marketing and selling..................................... 3,632 2,176
General and administrative................................ 1,907 868
------- -------
Total operating costs and expenses.......................... 47,222 21,424
------- -------
Income from operations...................................... 14,826 2,017
Other income, net........................................... 1,202 156
------- -------
Income before income taxes.................................. 16,028 2,173
------- -------
Income tax expense.......................................... 5,610 500
------- -------
Net income........................................ $10,418 $ 1,673
======= =======
Earnings per share:
Basic..................................................... $ .26 $ . 05
Diluted................................................... $ .25 $ .05
Shares used in per share calculation:
Basic..................................................... 39,460 32,130
Diluted................................................... 42,334 34,132

See accompanying notes to Condensed Financial Statements.

1
4

RF MICRO DEVICES, INC.

CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

JUNE 30, MARCH 31,
1999 1999
----------- ---------
(UNAUDITED) (AUDITED)

ASSETS
Current assets:
Cash and cash equivalents................................. $124,930 $147,545
Accounts receivable, net.................................. 32,994 23,697
Inventories............................................... 28,560 27,335
Current deferred tax asset................................ 900 898
Other current assets...................................... 229 243
-------- --------
Total current assets.............................. 187,613 199,718
Property and equipment, net................................. 92,452 67,431
Technology license.......................................... 3,024 3,078
Restricted cash............................................. 3,860 3,860
Non-current deferred tax asset.............................. 1,088 1,088
Other assets................................................ 582 583
-------- --------
Total assets...................................... $288,619 $275,758
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 25,400 $ 24,700
Income taxes payable...................................... 5,289 2,854
Current obligations under capital leases.................. 4,277 4,246
-------- --------
Total current liabilities......................... 34,966 31,800
Obligations under capital leases, less current maturities... 11,556 12,587
Non-current deferred tax liability.......................... 465 465
-------- --------
Total liabilities................................. 46,987 44,852
Shareholders' equity:
Preferred stock, no par value; 5,000,000 shares
authorized; no shares issued and outstanding........... -- --
Common stock, no par value; 50,000,000 shares authorized;
39,505,578 and 32,247,922 issued and outstanding at
June 30, 1999 and March 31, 1999, respectively......... 225,038 224,746
Deferred compensation....................................... (150) (165)
Retained earnings........................................... 16,744 6,325
-------- --------
Total shareholders' equity........................ 241,632 230,906
-------- --------
Total liabilities and shareholders' equity........ $288,619 $275,758
======== ========

See accompanying notes to Condensed Financial Statements.

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5

RF MICRO DEVICES, INC.

CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
-------------------
JUNE 30, JUNE 30,
1999 1998
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 10,418 $ 1,673
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization............................. 2,854 241
Amortization of deferred compensation..................... 15 --
Change in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable.................................... (9,297) (5,826)
Inventories............................................ (1,225) 530
Current deferred tax asset............................. (2) --
Non-current deferred tax asset......................... 14 --
Other assets........................................... -- (147)
Accounts payable....................................... 2,168 (2,124)
Accrued liabilities.................................... (1,468) 4,852
Income taxes payable................................... 2,435 500
-------- --------
Net cash provided by (used in) operating
activities....................................... 5,912 (301)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of capital equipment/leasehold improvements........ (27,821) (5,836)
-------- --------
Net cash used in investing activities............. (27,821) (5,836)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options........................... 294 --
Repayment of capital lease obligations...................... (1,000) (771)
-------- --------
Net cash used in financing activities............. (706) (771)
-------- --------
Net decrease in cash and cash equivalents................... (22,615) (6,908)
Cash and cash equivalents at the beginning of the period.... 147,545 16,360
-------- --------
Cash and cash equivalents at the end of the period.......... $124,930 $ 9,452
======== ========

See accompanying notes to Condensed Financial Statements.

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RF MICRO DEVICES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles. However, certain information or
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed, or
omitted, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the statements include all adjustments
(which are of a normal and recurring nature) necessary for the fair presentation
of the results of the interim periods presented. These financial statements
should be read in conjunction with the Company's audited financial statements
for the year ended March 31, 1999.

The Company uses a 52- or 53-week fiscal year ending on the Saturday
closest to March 31 of each year. The Company's other fiscal quarters end on the
Saturday closest to June 30, September 30, and December 31 of each year. For
purposes of this report (including the Unaudited Condensed Financial Statements
included herein), each fiscal year is described as having ended on March 31, and
each of the first three quarters of each fiscal year is described as having
ended on June 30, September 30 and December 31.

On March 31, 1999, the Company effected a 2-for-1 stock split by means of a
100% stock dividend pursuant to which the Company's shareholders of record on
March 17, 1999 were issued a certificate representing one additional share of
the Company's common stock for each existing share. All earnings per share and
share count information has been restated to reflect the impact of the stock
split.

2. RESEARCH AND DEVELOPMENT COSTS

The Company charges all research and development costs to expense as
incurred.

3. INCOME TAXES

The provision for income taxes has been recorded based on the current
estimate of the Company's annual effective tax rate. For periods with taxable
income, this rate differs from the federal statutory rate primarily because of
the utilization of net operating loss carryforwards.

4. INVENTORIES

The components of inventories are as follows (in thousands):

JUNE 30, MARCH 31,
1999 1999
-------- ---------

Raw materials............................................... $ 9,990 $ 6,628
Work in process............................................. 18,184 18,118
Finished goods.............................................. 7,735 6,975
------- -------
35,909 31,721
Inventory allowances........................................ (7,349) (4,386)
------- -------
Total inventory................................... $28,560 $27,335
======= =======

5. NET INCOME PER SHARE

In 1997, the Financial Accounting Standards Board ("FASB") issued Statement
No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128 replaced the calculation of
primary and diluted earnings per share with basic and diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants, and convertible securities, and only
reflects actual common shares outstanding. Diluted earnings per share is similar
to the previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented, and where appropriate,
restated to conform to SFAS 128 requirements.

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7
RF MICRO DEVICES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

The following table sets forth the computation of basic and diluted net
income per share (in thousands, except per share data):

THREE MONTHS ENDED
--------------------
JUNE 30, JUNE 30,
1999 1998
-------- --------

Numerator for basic and diluted net income per share:
Net income.................................................. $10,418 $ 1,673
Denominator:
Denominator for basic net income per share -- Weighted
average shares............................................ 39,460 32,130
Effect of dilutive securities:
Employee stock options...................................... 2,874 2,002
Denominator for diluted net income per share -- adjusted
weighted average shares and assumed conversions........... 42,334 34,132
Basic net income per share.................................. $ 0.26 $ 0.05
Diluted net income per share................................ $ 0.25 $ 0.05

6. SUBSEQUENT EVENTS

On July 20, 1999, the Company announced a two-for-one split of its common
stock to be effected by a 100% stock dividend pursuant to which the Company's
shareholders of record on August 2, 1999 will receive, on or around August 18,
1999, one additional share of common stock for each share of common stock held
on such record date. The effect of such stock split on earnings per share and
share count information will be reflected in the Company's September 30, 1999
Quarterly Report on Form 10-Q.

On July 27, 1999, the shareholders approved the Company's Board of
Directors' proposal to amend and restate the Articles of Incorporation to
increase the Company's authorized common stock from 50,000,000 shares to
150,000,000 shares.

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8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

We design, develop, manufacture and market proprietary radio frequency
integrated circuits, or RFICs, for wireless communications applications such as
cellular and personal communication services, cordless telephony, wireless local
area networks, wireless local loop, industrial radios, wireless security and
remote meter reading. We offer a broad array of products -- including
amplifiers, mixers, modulators/demodulators and single chip transmitters,
receivers and transceivers -- that represent a substantial majority of the RFICs
required in wireless subscriber equipment. We design and offer products using
three distinct process technologies: gallium arsenide heterojunction bipolar
transistor, or GaAs HBT; silicon bipolar transistor; and, to a lesser extent,
gallium arsenide metal semiconductor field effect transistor, or GaAs MESFET. We
have also recently begun to design products using the silicon germanium process
technology.

We began manufacturing our own GaAs HBT products at our new wafer
fabrication facility in September 1998, and we are now concentrating our efforts
on increasing our manufacturing capacity to satisfy customer demand for GaAs HBT
products, which is currently greater than we can meet. Before September 1998,
TRW Inc., which is our largest shareholder, manufactured all of our GaAs HBT
products. TRW has granted us a perpetual non-royalty bearing license to use its
GaAs HBT process to design and manufacture products for commercial wireless
applications. Our GaAs HBT power amplifiers and small signal devices have been
designed into advanced subscriber equipment made by leading original equipment
manufacturers, or OEMs, such as Nokia Mobile Phones Ltd., LG Information and
Communications, Ltd., Hyundai Electronics Industries Co. Ltd., Samsung
Electronics Co., Ltd., and Motorola, Inc. Through a delivery strategy called
Optimum Technology Matching(R), we also offer silicon and GaAs MESFET components
to complement our GaAs HBT products. Optimum Technology Matching(R) allows us to
offer RFIC solutions, on a component-by-component basis, that best fulfill OEMs'
performance, cost and time-to-market requirements.

RESULTS OF OPERATIONS

The following table sets forth our statement of operations data expressed
as a percentage of total revenues for the periods indicated:

THREE MONTHS ENDED
--------------------
JUNE 30, JUNE 30,
1999 1998
-------- --------

Revenues.................................................... 100.0% 100.0%
Operating costs and expenses:
Cost of goods sold........................................ 57.4 66.6
Research and development.................................. 9.7 11.8
Marketing and selling..................................... 5.9 9.3
General and administrative................................ 3.1 3.7
----- -----
Total operating costs and expenses.......................... 76.1 91.4
Income from operations...................................... 23.9 8.6
Other income (expense), net................................. 1.9 .7
----- -----
Income before income taxes.................................. 25.8 9.3
Income tax expense.......................................... (9.0) (2.1)
----- -----
Net income.................................................. 16.8% 7.2%
===== =====

REVENUES

Revenues increased 164.7% to $62.0 million for the three months ended June
30, 1999 from $23.4 million for the three months ended June 30, 1998. The
increase in revenues during the three months ended June 30, 1999 reflected
strong growth in both the GaAs HBT product line (a 166% increase over the first
quarter of fiscal 1999) and the silicon product line (a 175% increase over the
first quarter of fiscal 1999). One sales representative firm, Jittek, accounted
for 22.5% of the Company's revenue during the first three months of fiscal 2000.

6
9

International shipments accounted for $26.0 million, or 42% revenues, for
the three months ended June 30, 1999, compared to $14.5 million, or 62%, for the
three months ended June 30, 1998. Sales to South Korean customers totaled $14.4
million, or 23% of revenues, compared to $2.6 million, or 11% of revenues, for
the quarter ended June 30, 1998. Although the Company experienced an increase in
sales to South Korean customers in its first fiscal quarter, this market remains
unstable and there is no assurance that this trend will continue or that the
economic instability in Asia will not have a material adverse effect on the
Company's business, financial condition, or results of operations.

GROSS PROFIT

The gross profit margin was 42.6% for the three months ended June 30, 1999
compared to 33.4% for the three months ended June 30, 1998. The increase in the
gross profit margin was primarily attributable to lower cost output from our
GaAs HBT wafer fabrication facility and lower costs on purchased wafers under
supply agreements providing for annual price reductions.

We have historically experienced significant fluctuations in gross profit
margins. In certain cases, we believe that our gross profit margins have been
significantly affected by low manufacturing, assembly and test yields, and there
can be no assurance that future operating results will not be similarly
affected. We currently expect our gross profit margins to continue to improve as
an increasing percentage of our GaAs HBT products are fabricated at our wafer
fabrication facility, where production costs per wafer are anticipated to be
lower; however there can be no assurance that this will be the case. Further, we
sell products in intensely competitive markets, and we believe that downward
pressure on average selling prices will continue to occur in the future.

RESEARCH AND DEVELOPMENT

Research and development expenses for the three months ended June 30, 1999
increased 117% to $6.0 million, compared to $2.8 million for the three months
ended June 30, 1998. These increases were primarily attributable to increased
salaries and benefits and recruiting expenses related to increased headcount,
additional spending on mask sets, and increased software expenses related to
software used in the development and design of standard and custom products.
Research and development expenses as a percentage of total revenues decreased to
9.7% for the three months ended June 30,1999 from 11.8% for the three months
ended June 30, 1998. We plan to continue to make substantial investments in
research and development and expect that such expenses will continue to increase
in absolute dollar amounts in future periods.

MARKETING AND SELLING

Marketing and selling expenses for the three months ended June 30, 1999
were $3.6 million, compared to $2.2 million for the three months ended June 30,
1998, an increase of 66.9%. These increases were primarily attributable to
increased salaries and benefits related to increased headcount and to increased
expenses associated with advertising and commissions. Marketing and selling
expenses as a percentage of revenue for the three months ended June 30, 1999
decreased to 5.9% from 9.3% for the three months ended June 30, 1998. We plan to
continue to make substantial investments in marketing and selling and expect
that such expenses will continue to increase in absolute dollar amounts in
future periods.

GENERAL AND ADMINISTRATIVE

General and administrative expenses for the three months ended June 30,
1999 were $1.9 million compared to $868,000 for the three months ended June 30,
1998, an increase of 119.7%. These increases were attributable primarily to
increased salaries and benefits related to headcount increases, and to increased
costs associated with being a public company. General and administrative
expenses as a percentage of revenues decreased to 3.1% for the three months
ended June 30, 1999 from 3.7% for the three months ended June 30, 1998.

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OTHER INCOME (EXPENSE), NET

Other income (expense), net, for the three months ended June 30, 1999
reflected a net income of $1.2 million compared to net income of $156,000 for
the three months ended June 30, 1998. The increase in other income during these
periods is attributable to increased interest income resulting from the
investment of the proceeds of our secondary stock offering completed in January
1999.

INCOME TAX EXPENSE

The effective tax rate was 35% for the three-month period ended June 30,
1999. The effective rate is less than the combined federal and state statutory
rate of approximately 40% due to the use of net operating loss carryforwards.
Income tax expense for the three months ended June 30, 1999 was approximately
$5.6 million as compared to $0.5 million for the corresponding period ended June
30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

We have funded our operations to date through sales of equity and debt
securities, bank borrowings, capital equipment leases and revenues from product
sales. We completed our initial public offering in June 1997, and raised
approximately $37.6 million, net of offering expenses. In January 1999, we
completed our secondary public offering and raised approximately $133.4 million,
net of offering expenses. As of June 30, 1999, we had working capital of
approximately $152.6 million, including $124.9 million in cash and cash
equivalents. Operating activities generated $5.9 million in cash for the
three-month period ended June 30, 1999. This was primarily attributable to net
income of $10.4 million, an increase in accounts payable of $2.2 million, and an
increase in taxes payable of $2.4 million, partially offset by increases in
accounts receivable of $9.3 million and in inventories of $1.2 million. Cash
used by operating activities for the three months ended June 30, 1998 was $0.3
million. The cash used by operating activities during this period was primarily
attributable to an increase in inventories and a decrease in accounts payable,
partially offset by net income of $1.7 million and an increase in accrued
liabilities of $4.9 million.

The $27.8 million of cash used by investing activities for the three months
ended June 30, 1999 was substantially related to the purchase of $16.7 million
of capital equipment, primarily for use in our wafer fabrication facility, $8.0
million for the capitalization of construction costs for the new facility
housing our molecular beam epitaxy (MBE) wafer fabrication equipment, and $1.7
million capitalized for the construction of our new corporate headquarters. The
$5.8 million of cash used by investing activities for the three months ended
June 30, 1998 was primarily related to expenditures associated with the
construction of our GaAs HBT wafer fabrication facility and general corporate
capital equipment requirements.

The $0.7 million of cash used by financing activities for the three-month
period ended June 30, 1999 related primarily to the repayments of capital lease
obligations. The $0.8 million of cash used by financing activities for the three
months ended June 30, 1998 also related primarily to the repayment of capital
lease obligations.

At June 30, 1999, we had total long-term capital commitments of $31.5
million, with $22.1 million relating to wafer fabrication expansion and $9.4
million for general corporate requirements. The $22.1 million in long-term
capital commitments relating to the wafer fabrication facility represents
continued investment in the second phase expansion, as well as a portion of an
expected additional $48.3 million investment to increase further wafer
fabrication capacity that will consist of moving our MBE wafer starting
equipment out of the facility to a new leased location, reconfiguring the space
currently occupied by this equipment with additional wafer production equipment
and hiring additional production personnel. We believe this additional
investment in wafer fabrication capacity, which is expected to be completed by
mid-2000, will bring our total wafer production capacity to approximately 50,000
wafers per year. We expect to fund this investment through a combination of
existing cash on hand and capital leases.

Additionally, our board of directors recently approved commencement of
construction of a new wafer fabrication facility near our existing GaAs HBT
facility. The full capacity output of the first phase of this facility is
anticipated to be the equivalent of approximately 60,000 four-inch wafers and is
projected to be

8
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completed and begin production wafer output in late 2000. An anticipated second
phase of construction, which is expected to be completed near the end of 2001,
would increase the facility's total output to the equivalent of 210,000
four-inch wafers per year. The projected cost for this facility is approximately
$110 million for the first phase and $140 million for the second phase. We are
currently exploring various financing alternatives. In connection with our
investment in wafer fabrication capacity, state and local governments have
awarded us a series of incentives that approximate $5.5 million payable over a
one- to four-year period. We expect to use these incentives to fund future
capital investment.

We currently have eight capital lease facilities with four equipment
financing companies under which we have financed the cost of capital equipment
and leasehold improvements associated with our wafer fabrication facility. We
have financed an aggregate of $23.4 million of leased property under these
facilities. Lease terms range from 36 months to 60 months with effective
interest factors ranging from 8.6% to 11.1%. At June 30, 1999, the minimum
future lease payments under these leases (excluding interest) were $15.8
million.

We believe that the aggregate net proceeds from the follow-on public
offering, along with cash generated from operations and new financing
arrangements as described above, will be sufficient to meet our capital
requirements for at least the next 12 months. Nonetheless, we may elect to sell
additional equity securities or to obtain additional credit facilities. Our
future capital requirements may differ materially from those currently
anticipated and will depend on many factors, including, but not limited to,
market acceptance of our products, volume pricing concessions, capital
improvements to new and existing facilities, technological advances and our
relationships with suppliers and customers. In addition, we may require
increased working capital to accommodate planned growth. In the event that the
funds generated by the follow-on offering, together with existing resources and
cash from operations, are not sufficient to meet our future requirements, we may
seek additional debt or equity financing. There can be no assurance that any
additional equity financing will not be dilutive to the holders of our common
stock. Further, there can be no assurance that additional equity or debt
financing, if required, will be available on acceptable terms or at all.

YEAR 2000 ISSUES

We have evaluated all of our internal software and current products against
Year 2000 concerns, and believe that our products and business will not be
substantially affected by the advent of the year 2000 and that we have no
significant exposure to liabilities related to the Year 2000 issue for the
products we have sold. We have also completed a project to upgrade all internal
software and to conduct testing on both our information technology systems and
our other equipment and machinery to further ensure that all aspects of our
business will be Year 2000 compliant. These procedures have not had any material
effect on our customers and have not required any material expenditure or other
material diversion of resources.

We have contacted substantially all parties with which we have material
relationships, including TRW and Nokia and our other material customers and
suppliers, to try to determine their Year 2000 preparedness and to analyze the
risk to us if they have significant business interruptions because of Year 2000
noncompliance. Based on this survey, we believe that these parties either are
substantially Year 2000 compliant or that any noncompliance will not have a
material effect on our operations. We intend to continue analyzing third-party
preparedness and the need for any related contingency planning as we enter into
new third-party relationships.

Although we believe our planning efforts are adequate to address our Year
2000 concerns, we cannot be sure that we will not experience negative
consequences and material costs caused by undetected errors or defects in the
technology used in our internal systems, or that the systems of other parties on
which we rely will be made compliant on a timely basis and will not have any
material adverse effect on us. At this time, we are unable to estimate the most
reasonably likely worst-case effects of the arrival of the year 2000 and we do
not have a contingency plan for any unanticipated negative effects. We are in
the process of analyzing reasonably likely worst-case scenarios and the need for
contingency planning and expect to complete this analysis by October 31, 1999.

The total cost related to the Year 2000 issue is expected to be $150,000,
which has been included in our information technology expense budget. As of June
30, 1999, this project is essentially complete, except as
9
12

noted above. To date, there have been no material deferments of other
information technology projects resulting from the work taking place on our Year
2000 program.

RISKS AND UNCERTAINTIES

The preceding Management's Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that relate to our future plans, objectives, estimates and
goals. Words such as "expects," "anticipates," "intends," "plans," "believes,"
and "estimates," and variations of such words and similar expressions identify
such forward-looking statements. Our business is subject to numerous risks and
uncertainties, including probable variability in our quarterly operating
results, manufacturing capacity constraints, risks associated with our operation
of a wafer fabrication facility, dependence on a limited number of customers,
variability in production yields, our ability to manage rapid growth, dependence
on third parties and risks associated with doing business in Asia and other
areas of the world. These and other risks and uncertainties, which are described
in more detail in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission, could cause actual results and developments to be
materially different from those expressed or implied by any of these
forward-looking statements.

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13

PART II

OTHER INFORMATION

ITEM 5. OTHER INFORMATION

On July 20, 1999, we announced a two-for-one split of our common stock to
be effected by a 100% stock dividend pursuant to which our shareholders of
record on August 2, 1999 will receive, on or around August 18, 1999, one
additional share of common stock for each share of common stock held on such
record date.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit 3.1 -- Amended and Restated Articles of Incorporation of RF Micro
Devices, Inc.
Exhibit 10.1 -- Lease dated May 25, 1999, between RF Micro Devices, Inc. and
CK Deep River, LLC
Exhibit 27.1 -- Financial Data Schedule

(b) Report on Form 8-K

The Company did not file any reports on Form 8-K during the three months
ended June 30, 1999.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

RF Micro Devices, Inc.

/s/ DAVID A. NORBURY
--------------------------------------
David A. Norbury
President and Chief Executive Officer
(Principal Executive Officer)
Dated: August 10, 1999

/s/ WILLIAM A. PRIDDY, JR.
--------------------------------------
William A. Priddy, Jr.
Vice President, Finance and
Administration
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Dated: August 10, 1999