http://www.zarlink.com

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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 28, 2002

                           ZARLINK SEMICONDUCTOR INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                CANADA                     1-8139                  NONE
-------------------------------     --------------------    -------------------
(State or other jurisdiction of     (Commission File No.)     (I.R.S. Employer
 incorporation or organization)                              Identification No.)

               400 March Road
          Ottawa, Ontario, Canada                         K2K 3H4
          -----------------------                      -------------
           (Address of principal                       (Postal Code)
            executive offices)

       Registrant's telephone number, including area code: (613) 592-0200
                                                           ---------------

                                       N/A

          ------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>

Item 5. Other Events
--------------------

Zarlink Sells UK Wafer Fabrication Plant to X-FAB Semiconductor Foundries AG

On March 28, 2002,  Zarlink  Semiconductor  Inc.  ("Zarlink"  or "the  Company")
issued a press release announcing the sale of its wafer fabrication  facility in
Plymouth,  UK,  as  well  as IP and  related  foundry  businesses  to  companies
controlled by X-FAB  Semiconductor  Foundries AG of Erfurt,  Germany for US$30.0
million.  Zarlink received US$12.0 million in cash and a secured note of US$18.0
million repayable over three years.

The two companies  have also signed a 5-year  agreement to ensure  continuity of
supply for Zarlink products  manufactured at the Plymouth foundry.  The majority
of the plant's  current  output  consists of  communications  and medical  chips
designed by Zarlink.

Zarlink  expects to record no gain or loss on this sale in the fourth quarter of
Fiscal 2002.

A copy of the press  release is attached to this Form 8-K as Exhibit 99.1 and is
incorporated by reference herein.


Exhibit No.    Description
-----------    -----------

99.1           Press Release, dated March 28, 2002.

                                  Page 2 of 5


<PAGE>

                                    SIGNATURE

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 hereunto duly authorized.

                                                      ZARLINK SEMICONDUCTOR INC.
                                                      --------------------------
                                                       (Registrant)

Date April 5, 2002                                    /s/ Tim Saunders
     -------------                                    --------------------------
                                                      Tim Saunders
                                                      Vice President and
                                                      Corporate Controller

                                  Page 3 of 5