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                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                                   CREE, INC.
                      (as amended through December 1, 2000)


                                    ARTICLE I

         The name of the Corporation is Cree, 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 203,000,000 shares divided into two classes
consisting of 200,000,000 shares of Common Stock with a par value of $0.00125
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.

                                    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

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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 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.