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                                                                    EXHIBIT 4.02

                       RESTATED 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 33,000,000  shares divided into two classes  consisting of
(a) 30,000,000  shares of Common  Stock  with a par value of $ 0.005  per share;
and (b) 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


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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.
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                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                               CREE RESEARCH, INC.


         Pursuant to Section 55-10-06 of the General Statutes of North Carolina,
the undersigned corporation hereby submits the following Articles of Amendment
for the purpose of amending its Articles of Incorporation:

1.   The name of the corporation is Cree Research, Inc.

2.   The text of Article IV of the Articles of Incorporation is amended to read
     in its entirety as follows:

          "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."

3.   No exchange, reclassification or cancellation of issued shares will be
     effected by the amendment except as follows:

     (a)  Upon the effectiveness of these Articles of Amendment, each issued and
          unissued authorized share of Common Stock, $0.005 par value per share,
          shall automatically be changed into two whole shares of Common Stock,
          $0.0025 par value per share.

     (b)  The corporation will issue, on July 30, 1999, to each person who is a
          record holder of Common Stock upon the effectiveness of these Articles
          of Amendment, a certificate evidencing the additional shares of Common
          Stock owned by such holder as a result of the amendment.

     (c)  Each Common Stock certificate properly issued by the corporation prior
          to the effectiveness of these Articles of Amendment which remains
          outstanding at the time these Articles become effective shall, upon
          and after such effectiveness, and without any requirement for action
          by the holder thereof, be deemed a certificate evidencing a number of
          shares of Common Stock, $0.0025 par value per share, equal to the
          number of shares stated on the face of such certificate, without
          regard to any par value amount stated on such certificate.

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4.   The amendment was duly adopted on July 12, 1999 by the board of directors
     of the corporation in accordance with Section 55-10-02(4) of the North
     Carolina General Statutes. No shareholder approval is required for adoption
     of these Articles of Amendment since the corporation had only shares of
     Common Stock outstanding and the amendment merely changes each issued and
     unissued authorized share of the outstanding class into a greater number of
     whole shares.

5.   These Articles of Amendment shall be effective as of 5:00 p.m., Eastern
     Daylight Time, on July 26, 1999.

     Signed this the 14th day of July, 1999.

                                          CREE RESEARCH, INC.



                                          By: /s/ Adam H. Broome
                                              ----------------------------------
                                              Adam H. Broome, Secretary


                                      -2-

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                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                               CREE RESEARCH, INC.


         Pursuant to Section 55-10-06 of the General Statutes of North Carolina,
the undersigned corporation hereby submits the following Articles of Amendment
for the purpose of amending its Articles of Incorporation:

1.   The name of the corporation is Cree Research, Inc.

2.   The text of Article I of the Articles of Incorporation is amended to read
     in its entirety as follows:

                   "The name of the corporation is Cree, Inc."

3.   No exchange, reclassification or cancellation of issued shares will be
     effected by the amendment.

4.   The date of adoption of the amendment was November 2, 1999.

4.   The amendment was approved by shareholder action as required by Chapter 55
     of the North Carolina General Statutes.

5.   These Articles of Amendment shall be effective on January 1, 2000.

     Signed this the 7th day of December, 1999.

                                       CREE RESEARCH, INC.



                                       By: /s/ Adam H. Broome
                                           -------------------------------------
                                           Adam H. Broome, Secretary