UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For The Fiscal Year Ended June 28, 1998

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from ____ to _____

                           Commission File No. 0-21154

                               CREE RESEARCH, INC.
             (Exact name of registrant as specified in its charter)

North Carolina                                                 56-1572719
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification No.)

                4600 Silicon Drive, Durham, NC        27703
          (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (919) 361-5709

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:


                          Common Stock, $.005 par value
                                (Title of Class)

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[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of common stock held by non-affiliates of the
registrant as of August 7, 1998 was approximately $149,174,000 (based on the
closing sale price of $14.125 per share).

The number of shares of the registrant's Common Stock, $0.005 par value per
share, outstanding as of August 7, 1998 was 12,991,038.

                       DOCUMENTS INCORPORATED BY REFERENCE


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<PAGE>

Portions of the definitive Proxy Statement to be delivered to shareholders in
connection with the Annual Meeting of Shareholders to be held November 3, 1998
are incorporated by reference into Part III.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

      Quantitative Disclosures:

      The Company maintains an investment in equity securities held for trading
purposes, which is carried at fair market value based upon the quoted market
price of that investment as of June 28, 1998, with net unrealized gains or
losses included in earnings. This investment, which consists of common stock of
C3, Inc., is subject to market risk of equity price changes. The fair market
value of this investment as of June 28, 1998 was $657,000, which represents
79,602 shares.

      The Company has also entered into a term loan from a commercial bank for
up to $10,000,000 to finance the purchase and upfit of the new main facility in
Durham, North Carolina. At June 28, 1998, total amounts outstanding under this
commitment were $8,667,000. This loan, which is collateralized by the purchased
property, accrues interest at a fixed rate of 8%. The following table describes
future cash outflows for principal and interest payments maturing over the next
five fiscal years:

                             Expected Maturity Date


<TABLE>
<CAPTION>

(dollars in 000's)                                 1999   2000    2001     2002    2003       Thereafter       Total
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                <C>    <C>      <C>     <C>      <C>          <C>          <C>   
Long-term Debt, including current portion
Fixed Rate                                         $17    $213     $230    $250     $270         $7,687       $8,667
Average Interest Rate                                8%     8%       8%       8%       8%
</TABLE>



      Qualitative Disclosures:

      The investment in C3, Inc common stock is subject to the market risk of
equity price changes. While the Company can not predict or manage the future
market price for such stock, management continues to evaluate its investment
position on an ongoing basis.

      The long term debt, which accrues interest at a fixed rate of 8%, is
subject to market risk for interest rates. The 8% fixed rate may no longer
approximate current market prices for such instruments, therefore, the required
interest payments may exceed those based on the current market rate. The Company
has an option to prepay this debt, subject to a 1% prepayment penalty under
certain conditions.



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<PAGE>



                                       SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    CREE RESEARCH, INC.

                                    By: s/ F. Neal Hunter             
                                        ------------------------------------
                                        F. Neal Hunter
Date: October 29, 1998                  President and Chief Executive Officer





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