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<SEC-DOCUMENT>0000902664-97-000374.txt : 19971203
<SEC-HEADER>0000902664-97-000374.hdr.sgml : 19971203
ACCESSION NUMBER:		0000902664-97-000374
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19971202
SROS:			NASD
GROUP MEMBERS:		JEFFREY N. VINIK
GROUP MEMBERS:		MARK D. HOSTETTER
GROUP MEMBERS:		MICHAEL S. GORDON
GROUP MEMBERS:		VGH PARTNERS L L C
GROUP MEMBERS:		VGH PARTNERS, L.L.C.
GROUP MEMBERS:		VINIK ASSET MANAGEMENT, L.L.C.
GROUP MEMBERS:		VINIK ASSET MANAGEMENT, L.P.
GROUP MEMBERS:		VINIK PARTNERS, L.P.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CREE RESEARCH INC /NC/
		CENTRAL INDEX KEY:			0000895419
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				561572719
		STATE OF INCORPORATION:			NC
		FISCAL YEAR END:			0628

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-44695
		FILM NUMBER:		97731457

	BUSINESS ADDRESS:	
		STREET 1:		2810 MERIDIAN PKWY STE 176
		CITY:			DURHAM
		STATE:			NC
		ZIP:			27713
		BUSINESS PHONE:		9193615709

	MAIL ADDRESS:	
		STREET 1:		2810 MERIDIAN PKWY
		STREET 2:		STE 176
		CITY:			DURHAM
		STATE:			NC
		ZIP:			27713

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VGH PARTNERS L L C
		CENTRAL INDEX KEY:			0001027145
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		260 FRANKLIN STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		6172045400

	MAIL ADDRESS:	
		STREET 1:		260 FRANKLIN STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13D
<TEXT>

<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

                                 SCHEDULE 13D
                                (Amendment No. 1)

                   Under the Securities Exchange Act of 1934

                              Cree Research, Inc.
                               (Name of Issuer)

                         Common Stock, Par Value $.005
                        (Title of Class of Securities)

                                   225447101
                                (CUSIP Number)

                            Peter A. Nussbaum, Esq.
                           Schulte Roth & Zabel LLP
                              900 Third Avenue
                           New York, New York 10022
                                (212) 756-2000
                 (Name, address and telephone number of person
               authorized to receive notices and communications)

                               December 1, 1997
            (Date of event which requires filing of this statement)

      If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following 
box  [ ]. 

      Check the following box if a fee is being paid with the statement  [  ]. 
(A fee is not required only if the reporting person:  (1) has a previous 
statement on file reporting beneficial ownership of more than five percent of 
the class of securities described in Item 1; and (2) has filed no amendment 
subsequent thereto reporting beneficial ownership of five percent or less of 
such class.)  (See Rule 13d-7.) 

      NOTE:  Six copies of this statement, including all exhibits, should be 
filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies 
are to be sent.

     The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act 
of 1934 ("Act") or otherwise subject to the liabilities of that section of the 
Act but shall be subject to all other provisions of the Act (however, see 
the Notes).  

<PAGE>


SCHEDULE 13D/A  

CUSIP No. 225447101                                         Page 2 of 14 Pages

      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    VGH Partners, L.L.C.               
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    WC       OO
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        451,100
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON            
    WITH       10   SHARED DISPOSITIVE POWER  
                     451,100
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    451,100
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    3.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    OO  


<PAGE



SCHEDULE 13D/A  
  
CUSIP No. 225447101                                         Page 3 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
                    Vinik Partners, L.P.                          
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    WC       OO
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        451,100
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     451,100
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    451,100
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    3.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    PN  
<PAGE



SCHEDULE 13D/A  
  
CUSIP No. 225447101                                         Page 4 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
                    Vinik Asset Management, L.P.                          
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        634,000
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     634,000
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     634,000
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    5.0%  
                 
     14        TYPE OF REPORTING PERSON*  
                    PN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 225447101                                         Page 5 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Jeffrey N. Vinik
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,085,100
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,085,100
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     1,085,100
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    8.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 225447101                                         Page 6 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Michael S. Gordon
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,085,100  
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,085,100
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     1,085,100  
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    8.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 225447101                                         Page 7 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Mark D. Hostetter
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,085,100
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,085,100
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     1,085,100
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    8.5% 
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 225447101                                         Page 8 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Vinik Asset Management, L.L.C.                  
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        634,000
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     634,000
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     634,000
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    5.0%  
                 
     14        TYPE OF REPORTING PERSON*  
                    OO  
<PAGE


13D/A                                                       Page 9 of 14 Pages

      This Amendment No. 1 amends the statement on Schedule 13D which was 
filed on November 6, 1997 (the "Schedule 13D") with respect to the common 
stock, $.005 par value per share (the "Common Stock"), issued by North 
Carolina (the "Company").  Capitalized terms used herein and not otherwise 
defined in this Amendment have the meanings set forth in the Schedule 13D.

      Except as specifically provided herein, this Amendment does not modify 
any of the information previously reported on Schedule 13D.

                  *               *              *                          

Item 3 is hereby supplemented as follows:

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 

      The net investment cost (including commissions, if any) of the shares of 
Common Stock purchased by Vinik Partners, Vinik Overseas and the Discretionary 
Account since the filing of Schedule 13D is $1,981,271.90, $2,627,025.45 and 
$156,958.15, respectively.

The following paragraph of Item 5 is hereby amended and restated as follows:

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (a)   The approximate aggregate percentage of shares of Common Stock 
reported beneficially owned by each person herein is based on 12,714,841 
shares outstanding, which is the total number of shares of Common Stock 
outstanding as of October 14, 1997, as reflected in the Company's quarterly 
report on Form 10-Q filed with the Securities and Exchange Commission (the 
"Commission") for the quarter ended September 28, 1997 (which is the most 
recent Form 10-Q).

      As of the close of business on December 2, 1997:

            (i)   Vinik Partners owns beneficially 451,100 shares of Common
Stock, constituting approximately 3.5% of the shares outstanding. 
            (ii)  VAM LP owns directly no shares of Common Stock.  By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Act"), VAM LP may be deemed to own beneficially 598,400
shares (constituting approximately 4.7% of the shares outstanding) held by
Vinik Overseas, and 35,600 shares of Common Stock (constituting 
approximately 0.3% of the shares outstanding) held by the Discretionary 
Account, which, when aggregated, total 634,000 shares of Common Stock, 
constituting approximately 5.0% of the shares outstanding.
<PAGE>



                                                           Page 10 of 14 Pages

            (iii)  Messrs. Vinik, Gordon and Hostetter each directly owns no 
shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, 
each may be deemed to beneficially own the 451,100 shares beneficially owned
by Vinik Partners, the 598,400 shares beneficially owned by Vinik Overseas,
and the 35,600 shares beneficially owned by the Discretionary Account.  
Such shares total 1,085,100 shares of Common Stock, constituting approximately
8.5% of the shares outstanding.
            (iv)  VGH owns directly no shares of Common Stock.  By reason 
of the provisions of Rule 13d-3 of the Act, VGH may be deemed to own 
beneficially the 451,100 shares beneficially owned by Vinik Partners,
constituting approximately 3.5% of the shares outstanding.
            (v)  VAM LLC owns directly no shares of Common Stock.  By reasons
of the provisions of Rule 13d-3 of the Act, VAM LLC may be deemed to own the
598,400 shares beneficially owned by Vinik Overseas and the 35,600 shares 
beneficially owned by the Discretionary Account.  When the shares beneficially
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 634,000 shares of Common Stock, constituting approximately 5.0% of 
the shares outstanding.
            (vi)  In the aggregate, the Reporting Persons beneficially
own a total of 1,085,100 shares of Common Stock, constituting approximately
8.5% of the shares outstanding. 

                       *           *            *                          

The following paragraph of Item 5 is hereby supplemented as follows:

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (c)   The trading dates, number of shares of Common Stock purchased or 
sold and price per share for all transactions in the Common Stock since 
those reported in Schedule 13D filed on November 6, 1997 to December 2, 1997
by Vinik Partners and by VAM LP, on behalf of Vinik Overseas and the 
Discretionary Account, are set forth in Schedules A, B and C.






<PAGE>


                                                           Page 11 of 14 Pages

                                    SIGNATURES

      After reasonable inquiry and to the best of our knowledge and belief, 
the undersigned certify that the information set forth in this statement is 
true, complete and correct.

DATED:  December 2, 1997            /s/ Jeffrey N. Vinik,
                    .               JEFFREY N. VINIK, individually
                                    and as senior managing member of
                                    VGH Partners, L.L.C., on behalf
                                    of VINIK PARTNERS, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of Vinik Asset Management, L.L.C.,
                                    on behalf of VINIK ASSET MANAGEMENT, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of VGH PARTNERS, L.L.C. and
                                    VINIK ASSET MANAGEMENT, L.L.C.

                                    /s/ Michael S. Gordon, individually
                                    MICHAEL S. GORDON

                                    /s/ Mark D. Hostetter, individually
                                    MARK D. HOSTETTER


<Page


                                                           Page 12 of 14 Pages


                                  Schedule A

                             Vinik Partners, L.P.

                       Transactions in the Common Stock

                                                      Price Per Share   
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       Commissions, if any)
__________________________________________________________________________

11/07/97                    12,500                         $25.9375
11/10/97                    20,800                          26.7000
11/12/97                    12,500                          21.6710
11/14/97                     7,100                          22.1765
12/01/97                     8,200                          22.0625
12/02/97                    20,800                          23.6750


<Page


                                                           Page 13 of 14 Pages

                                   Schedule B

                            Vinik Asset Management, L.P.
                                  on behalf of
                            Vinik Overseas Fund, Ltd.

                       Transactions in the Common Stock

                                                      Price Per Share
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       Commissions, if any)
__________________________________________________________________________

11/07/97                    16,500                         $25.9375
11/10/97                    27,600                          26.7000
11/12/97                    16,500                          21.6710
11/14/97                     9,300                          22.1765
12/01/97                    11,100                          22.0625
12/02/97                    27,600                          23.6750

<Page


                                                           Page 14 of 14 Pages


                                  Schedule C

                            Vinik Asset Management, L.P.
                                on behalf of the
                              Discretionary Account

                       Transactions in the Common Stock

                                                      Price Per Share
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       Commissions, if any)
__________________________________________________________________________

11/07/97                    1,000                         $25.9375
11/10/97                    1,600                          26.7000
11/12/97                    1,000                          21.6710
11/14/97                      600                          22.1765
12/01/97                      700                          22.0625
12/02/97                    1,600                          23.6750

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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