<PAGE>


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


                                    FORM 10-Q

(Mark One)

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

          For the quarterly period ended September 30, 2000

                                       or

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

          For the transition period from__________ to__________


                         Commission File Number: 0-27246


                                ZORAN CORPORATION
             (Exact name of registrant as specified in its charter)


         DELAWARE                                           94-2794449
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                              Identification No.)


               3112 SCOTT BOULEVARD, SANTA CLARA, CALIFORNIA 95054
               (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code: (408) 919-4111


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 __
                                      ---

The number of outstanding shares of the registrant's Common Stock, $.001 par
value, as of October 31, 2000 was 17,225,605.



<PAGE>




                                ZORAN CORPORATION

                                      INDEX

<TABLE>
<CAPTION>

                                                                               PAGE NO.
                                                                               --------

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
<S>          <C>                                                                    <C>

              Condensed Consolidated Balance Sheets
                  September 30, 2000 and December 31, 1999                            3

              Condensed Consolidated Statements of Operations
                  Three and Nine Months Ended September 30, 2000 and 1999             4

              Condensed Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2000 and 1999                       5

              Notes to Condensed Consolidated Financial Statements                    6

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations                          10

Item 3.  Quantitative and Qualitative Disclosures
              About Market Risk                                                      26

                           PART II. OTHER INFORMATION


Item 4. Submission of Matters to a vote of Security Holders                          27

Item 6.  Exhibits and Reports on Form 8-K                                            28


SIGNATURES                                                                           29
</TABLE>



                                       2
<PAGE>



                                ZORAN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                            September 30,   December 31,
                                                                2000           1999
                                                                ____           ____

ASSETS
<S>                                                      <C>                <C>
      Current assets:
           Cash and cash equivalents                         $  15,907      $  12,665
           Short-term investments                               93,969        132,967
           Accounts receivable, net                             28,486         21,869
           Inventory                                            13,453          7,159
           Prepaid expenses and other current assets             4,152          1,946
                                                             ---------      ---------
              Total current assets                             155,967        176,606

      Property and equipment, net                                6,576          5,662
      Other investments                                         41,582            200
      Goodwill and other intangibles                            16,533           --
                                                             ---------      ---------

                                                             $ 220,658      $ 182,468
                                                             =========      =========


LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
           Accounts payable                                  $  12,963      $   7,987
           Accrued expenses and other liabilities               16,529         11,036
                                                             ---------      ---------
              Total current liabilities                         29,492         19,023
                                                             ---------      ---------

      Stockholders' equity:
           Common Stock, $0.001 par value;
              20,000,000 shares authorized; 14,697,814
              and 13,919,270 shares issued and outstanding          15             14
           Additional paid-in capital                          222,848        195,269
           Warrants                                                717            717
           Accumulated other comprehensive income                2,798          4,962
           Accumulated deficit                                 (35,212)       (37,517)
                                                             ---------      ---------
              Total stockholders' equity                       191,166        163,445
                                                             ---------      ---------
                                                             $ 220,658      $ 182,468
                                                             =========      =========
</TABLE>











The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       3
<PAGE>

                                ZORAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               Three Months Ended            Nine Months Ended
                                                                   September 30,                 September 30,
                                                           ---------------------------    -------------------------
                                                               2000         1999             2000         1999
                                                           ------------- -------------    ------------ ------------
<S>                                                       <C>            <C>              <C>             <C>
Revenues:
      Product sales                                         $  20,378     $  14,519        $ 50,989        $ 34,728
      Software, licensing and development                       3,636         1,577           9,528           6,891
                                                          -----------   -----------       ---------       ---------
         Total revenues                                        24,014        16,096          60,517          41,619
                                                          -----------   -----------       ---------       ---------

Costs and expenses:
      Cost of product sales                                    11,138         7,720          28,343          18,497
      Research and development                                  5,271         2,430          12,516           9,945
      Selling, general and administrative                       5,074         3,683          13,654          10,232
      Amortization of goodwill and write-off of
        acquired in-process research and development            1,503           ---           8,272             ---
                                                          -----------   -----------       ---------       ---------
         Total costs and expenses                              22,986        13,833          62,785          38,674
                                                          -----------   -----------       ---------       ---------

Operating income (loss)                                         1,028         2,263          (2,268)          2,945

Interest and other income, net                                  2,226           249           6,440           1,226
                                                          -----------   -----------       ---------       ---------

Income before income taxes                                      3,254         2,512           4,172           4,171

Provision for income taxes                                        714           502           1,867             833
                                                          -----------   -----------       ---------       ---------

Net income                                                   $  2,540      $  2,010        $  2,305         $ 3,338
                                                          ===========   ===========       =========       =========

Basic net income per share                                   $   0.17      $   0.19        $   0.16         $  0.32
                                                          ===========   ===========       =========       =========

Diluted net income per share                                 $   0.16      $   0.17        $   0.15         $  0.28
                                                          ===========   ===========       =========       =========

Shares used to compute basic net income per share              14,564        10,681          14,145          10,578
                                                          ===========   ===========       =========       =========

Shares used to compute diluted net income per share            16,009        12,083          15,557          11,865
                                                          ===========   ===========       =========       =========
</TABLE>














The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       4
<PAGE>


                                ZORAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED
                                                                                        SEPTEMBER 30,
                                                                          -------------------------------------------
                                                                                 2000                   1999
                                                                          --------------------   --------------------
<S>                                                                             <C>                     <C>

Cash flows from operating activities:
      Net income                                                                  $     2,305            $     3,338
      Adjustments to reconcile net income to net cash provided
      by (used in) operations:
         Depreciation, amortization and other                                           3,726                  1,520
         Write-off of in process research and development                               6,769                    ---
         Changes in current assets and liabilities:
            Accounts receivable                                                        (6,655)                (4,337)
            Inventory                                                                  (6,173)                (2,371)
            Prepaid expenses and other current assets                                  (2,286)                  (146)
            Accounts payable                                                            4,902                 (2,846)
            Accrued expenses and other liabilities                                      5,256                  1,762
                                                                          --------------------   --------------------
                 Net cash provided by (used in) operating activities                    7,844                 (3,080)
                                                                          --------------------   --------------------

Cash flows from investing activities:
      Capital expenditures for property and equipment                                  (2,606)                (1,085)
      Purchases of investments                                                       (166,562)               (13,418)
      Sales and maturities of investments                                             163,897                 12,264
      Purchases of long-term equity investments                                        (2,250)                    ---
      PixelCam acquisition costs net of cash acquired                                     (12)                    ---
                                                                          --------------------   --------------------
                 Net cash used in investing activities                                 (7,533)                (2,239)

Cash flows from financing activities:
      Proceeds from issuance of Common Stock, net                                       2,931                  1,955
                                                                          --------------------   --------------------
                 Net cash provided by financing activities                              2,931                  1,955
                                                                          --------------------   --------------------

Net increase (decrease) in cash and cash equivalents                                    3,242                 (3,364)

Cash and cash equivalents at beginning of period                                       12,665                  8,221
                                                                          --------------------   --------------------

Cash and cash equivalents at end of period                                        $    15,907            $     4,857
                                                                          ====================   ====================


Non-cash disclosures of investing activities:
      Issuance of common stock in exchange for the net
      assets of PixelCam, Inc.                                                    $    24,649            $       ---
                                                                          ====================   ====================
</TABLE>








The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                       5
<PAGE>


                                ZORAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.        BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements contain
all adjustments (consisting only of normal recurring adjustments) which, in the
opinion of management, are necessary to present fairly the financial information
included therein. While the Company believes that the disclosures are adequate
to make the information not misleading, it is suggested that these financial
statements be read in conjunction with the audited consolidated financial
statements and accompanying notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999. Results for the interim periods
presented are not necessarily indicative of the results to be expected for the
full year.

2.        COMPREHENSIVE INCOME

In 1998, the Company adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income.

The following are the components of comprehensive income (in thousands):

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED              NINE MONTHS ENDED
                                                         SEPTEMBER 30,                  SEPTEMBER 30,
                                                       ------------------              -----------------
                                                        2000        1999                2000       1999
                                                       -------    -------              ------     ------
<S>                                                 <C>          <C>             <C>             <C>
Net income                                           $  2,540     $ 2,010             $ 2,305     $ 3,338
Unrealized gain on short-term investment                 (681)        ---              (2,164)        ---
                                                     ---------    -------           ---------     -------
Comprehensive income                                 $  1,859     $ 2,010             $   141     $ 3,338
                                                     =========    =======           =========     =======
</TABLE>



The components of accumulated other comprehensive income are unrealized gain
on short-term investments which was $2.8 million and $5.0 million at
September 30, 2000 and December 31, 1999 respectively.

3.        BALANCE SHEET COMPONENTS

<TABLE>
<CAPTION>

                                                                           SEPTEMBER 30,         DECEMBER 31,
                                                                               2000                  1999
                                                                          --------------        --------------
INVENTORY:
<S>               <C>                                                       <C>                  <C>
                   Work-in-process                                           $    8,185           $    1,135
                   Finished goods                                                 5,268                6,024
                                                                             ----------           ----------

                                                                             $   13,453           $    7,159
                                                                             ==========           ==========
</TABLE>

4.        INCOME TAXES

The provision for income taxes reflects the estimated annualized effective tax
rate applied to earnings for the interim periods. The effective tax rate differs
from the U.S. statutory rate due to utilization of net operating losses and
State of Israel tax benefits on foreign earnings as well as the nondeductible
adjustment associated with the amortization of goodwill and write-off of
acquired in-process research and development. The provision includes
primarily taxes on income in excess of net operating loss carryover limitations
and foreign withholding taxes.



                                       6
<PAGE>



5.        EARNINGS PER SHARE

A reconciliation of the numerators and the denominators of the basic and diluted
per share computation is as follows:

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED SEPTEMBER 30,
                                                             2000                                         1999
                                   -------------------------------------------------- -------------------------------------------
                                      INCOME            SHARES         PER SHARE          (LOSS)         SHARES        PER SHARE
                                   (NUMERATOR)      (DENOMINATOR)        AMOUNT         (NUMERATOR)    (DENOMINATOR)    AMOUNT
                                   ---------------- --------------- ----------------- ---------------- ------------   -----------
<S>                                      <C>                <C>            <C>              <C>             <C>        <C>
Basic EPS:
     Net income available
         to common stockholders          $   2,540          14,564         $    0.17        $   2,010       10,681     $    0.19
                                                                    ================                                  ==========

Effects of Dilutive Securities:
     Stock Options                               -           1,404                                  -        1,395
     Warrants                                                   41                                               7
                                   ---------------  --------------                    --------------- ------------

Diluted EPS:
     Income available to
         common stockholders             $   2,540          16,009         $    0.16        $   2,010       12,083     $    0.17
                                   =============== ===============  ================  ===============  ============  ===========

</TABLE>
<TABLE>
<CAPTION>
                                   ----------------------------------------------------------------------------------------------

                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                        2000                                             1999
                                   -------------------------------------------------- -------------------------------------------
                                      INCOME            SHARES         PER SHARE          (LOSS)         SHARES       PER SHARE
                                   (NUMERATOR)      (DENOMINATOR)        AMOUNT         (NUMERATOR)    (DENOMINATOR)    AMOUNT
                                   ---------------- --------------- ----------------- ---------------- ------------   -----------
<S>                                      <C>                <C>            <C>              <C>             <C>       <C>

Basic EPS:
     Net income available
         to common stockholders          $   2,305          14,145         $    0.16        $   3,338       10,578     $    0.32
                                                                    ================                                 ===========

Effects of Dilutive Securities:
     Stock Options                               -           1,372                                  -        1,287
     Warrants                                                   40                                               -
                                   --------------- ---------------                   ---------------- ------------

Diluted EPS:
     Income available to
         common stockholders             $   2,305          15,557         $    0.15        $   3,338       11,865     $    0.28
                                   =============== ===============  ================  ===============  ===========   ===========
</TABLE>



6.        RECENTLY ISSUED ACCOUNTING STANDARD

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 establishes a new model for
accounting for derivatives and hedging activities and supercedes and amends a
number of existing accounting standards. SFAS 133 requires that all derivatives
be recognized in the balance sheet at their fair market value, and the
corresponding derivative gains or losses be either reported in the statement of
operations or as a deferred item depending on the type of hedge relationship
that exists with respect to such derivative. Adopting the provisions of SFAS
133, which will be effective for the Company's fiscal year 2000, are not
expected to have a material effect on the Company's consolidated financial
statements.

In July 1999, the Financial Accounting' Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative Instruments
and Hedging Activities--Deferral of the Effective Date of SFAS 133" ("SFAS
137"). SFAS 137 defers the effective date of SFAS 133 to fiscal quarters and
years beginning after June 15, 2000. Adopting the provisions of SFAS 133 has not
had a material effect on the Company's consolidated financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin: No. 101 "Revenue Recognition in Financial Statements" ("SAB 101"). SAB
101 summarizes certain of the Staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. In June
2000 the SEC issued SAB No. 101B to defer the effective date of the
implementation of SAB No. 101 until the fourth quarter of fiscal 2000. The
Company does not expect the adoption of SAB 101 to have a material effect on its
financial position or results of operations.

In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44 ("FIN 44") "Accounting for Certain Transactions involving Stock
Compensation," an interpretation of APB Opinion No. 25 FIN 44 is effective July
1, 2000, but certain conclusions cover specific events that occur after either
December 15, 1998, or January 12, 2000. The adoption of FIN 44 has not had a
material effect.


7.        ACQUISITION OR DISPOSITION OF ASSETS

On June 29, 2000, the Company acquired PixelCam, Inc. ("PixelCam"), a
manufacturer of megapixel CMOS image sensors and integrated lens/sensor modules,
in exchange for 370,832 shares of Zoran common stock



                                       7
<PAGE>


and options to purchase 4,168 shares of Zoran common stock with an aggregate
value of $24.6 million. The common stock issued includes 123,612 shares of
restricted stock subject to repurchase by the Company exchanged for restricted
stock of PixelCam. The restrictions and vesting periods of the PixelCam shares
were maintained and will apply to the converted shares of the Company. The
agreement also includes shares that are contingently issuable to former PixelCam
shareholders upon achievement of certain milestones. Any contingent
consideration will be valued and recorded as of the date the lifting of the
contingency becomes probable.

The acquisition was accounted for under the purchase method of accounting. The
Company had a valuation performed of the in-process research and development and
the intangible assets acquired. The allocation of the purchase price based on
independent appraisal and estimates of fair value and including acquisition
costs of $575,000, is as follows (in thousands):

<TABLE>
<CAPTION>

<S>     <C>                                           <C>
         Net tangible assets                           $   419
         In-process research and development             6,769
         Goodwill and other intangible assets:
                  Goodwill                              15,956
                  Covenant not to compete                  800
                  Patents                                  900
                  Acquired employees                       380
                                                       -------
                                                       $18,036
                                                       -------
         Net assets acquired                           $25,224
                                                       =======
</TABLE>

The net tangible assets acquired were comprised primarily of property and
equipment, inventory, and cash offset by accrued liabilities. The acquired
in-process research and development was written-off in the second quarter of
2000. The estimated weighted average useful life of the intangible assets for
purchased technology, covenant not to compete, acquired employees, patents and
residual goodwill, created as a result of the acquisition of PixelCam, is
approximately three years.

The allocation of $6.8 million of the purchase price to the acquired in-process
research and development has been determined by identifying the research project
which technological feasibility had not been established and no alternative
future uses existed. The value was determined by estimating the expected cash
flows from the project once commercially viable, discounting the net cash flows
back to their present value, and then applying a percentage of completion to the
calculated value as defined below.

NET CASH FLOWS. The net cash flows from the identified project was based on
estimates of revenues, cost of sales, research and development costs, selling,
general and administrative costs, and income taxes from the project. These
estimates were based on the assumptions discussed below. The research and
development costs excluded costs to bring the acquired in-process project to
technological feasibility.

The estimated revenues were based on management projections of the acquired
in-process project. The business projections were compared with and found to be
in line with industry analysts' forecasts of growth in substantially all of the
relevant markets. Estimated total revenues from the acquired in-process research
and development product are expected to peak in fiscal 2002 and decline in
fiscal 2003 as other new products are expected to become available. These
projections were based on estimates of market size and growth, expected trends
in technology, and the nature and expected timing of new product introductions
by the Company and its competitors.

Projected gross margins as well as selling, general and administrative costs
were based on management's estimates.



                                       8
<PAGE>

DISCOUNT RATE. Discounting the net cash flows back to their present value was
based on the cost of capital for well managed venture capital funds which
typically have similar risks and returns on investments. The cost of capital
used in discounting the net cash flows from acquired in-process research was
25%.

PERCENTAGE OF COMPLETION. The percentage of completion was determined using
costs incurred by PixelCam prior to the acquisition date compared to the
remaining research and development to be completed to bring the project to
technological feasibility. The Company estimated, as of the acquisition date,
the project was 62% complete and the estimated costs to complete the project
were approximately $4.1 million.

The Company expects to complete the project within 12 months from the
acquisition date. However, development of this project remains a significant
risk to the Company due to the remaining effort to achieve technical
feasibility, rapidly changing customer markets and significant competitive
threats from numerous companies. Failure to bring these products to market in a
timely manner could adversely impact sales and profitability of the Company in
the future. Additionally, the value of the intangible assets acquired may become
impaired.

The pro forma information below assumes that PixelCam acquired in 2000 had
been acquired at the beginning of each period presented and includes the
effect of amortization of goodwill and other identified intangibles from
those dates. The impact of charges for in-process research and development
has been excluded. This is presented for informational purposes only and is
not necessarily indicative of the results of future operations or results
that would have been achieved had the acquisition taken place at the
beginning of any of the periods presented.

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED       NINE MONTHS ENDED
                                               SEPTEMBER 30,           SEPTEMBER 30,
                                            -------------------     -------------------
(in thousands, except per share amounts)      2000        1999        2000        1999
                                            -------     -------     -------     -------
<S>                                         <C>         <C>         <C>         <C>
Net revenues                                $24,014     $16,119     $60,830     $41.642
Net income (loss)                           $ 2,540     $   129     $ 3,860     $(2,129)
Basic earnings (loss) per common share      $  0.17     $  0.01     $  0.27     $ (0.19)
Diluted earnings (loss) per common share    $  0.16     $  0.01     $  0.24     $ (0.19)
</TABLE>

8.        SUBSEQUENT EVENTS

On October 26, 2000 the Company acquired Nogatech Inc. ("Nogatech") a public
company that provides chips that compress digital video images and establish
connections, or video connectivity, between video devices and computers, as
well as between video devices across a variety of networks, in a stock
transaction valued at approximately $162.0 million. The acquisition of
Nogatech will be accounted for as a purchase and accordingly the results of
operations of Nogatech (for the period beginning with the date of acquisition
to the end of the year) and the estimated fair value of assets acquired and
liabilities assumed will be included in the Company's consolidated condensed
financial statements as of December 31, 2000. The Company is in the process
of determining the final purchase price allocation which we anticipate will
include an amount associated with in process research and development that
will be written-off in the quarter ending December 31, 2000.

                                       9
<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE
COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE CURRENTLY ANTICIPATED DEPENDING UPON A VARIETY OF FACTORS, INCLUDING
THOSE DESCRIBED BELOW UNDER THE SUB-HEADING, "FUTURE PERFORMANCE AND RISK
FACTORS" AND DISCUSSED MORE FULLY IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999.


OVERVIEW

From our inception in 1981 through 1991, we derived the substantial majority of
our revenue from digital filter processors and vector signal processors used
principally in military, industrial and medical applications. In 1989, we
repositioned our business to develop and market data compression products for
the evolving multimedia markets and discontinued development of digital filter
processor and vector signal processor products. In 1994, we discontinued
production of these products. Our current lines of digital audio and video
products include integrated circuits and related products used in digital
versatile disc players, movie and home theater systems, filmless digital cameras
and video editing systems.

We derive most of our revenues from the sale of our integrated circuit products.
Historically, average selling prices in the semiconductor industry in general,
and for our products in particular, have decreased over the life of a particular
product. Average selling prices for our hardware products have fluctuated
substantially from period to period, primarily as a result of changes in our
customer mix of original equipment manufacturer, or OEM, sales versus sales to
distributors and the transition from low-volume to high-volume production. In
the past, we reduced the prices of some of our products in order to better
penetrate the consumer market. We believe that, as our product lines continue to
mature and competitive markets evolve, we are likely to experience further
declines in the average selling prices of our products, although we cannot
predict the timing and amount of such future changes with any certainty.

Our cost of product sales consists primarily of fabrication costs, assembly and
test costs, and the cost of materials and overhead from operations. If we are
unable to reduce our cost of product sales to offset anticipated decreases in
average selling prices, our product gross margins will decrease. Our product
gross margin is also dependent on product mix and on the percentage of products
sold directly to our OEM customers versus indirectly through our marketing
partners who purchase our products at lower prices but absorb most of the
associated marketing and sales support expenses, maintain inventories and
provide customer support and training. Lower gross margins on sales to
distributors are partially offset by reduced selling and marketing expenses
related to such sales. Product sales in Japan are primarily made through
Fujifilm, our strategic partner and distributor in Japan. Fujifilm provides more
sales and marketing support than our other distributors. We expect both product
and customer mix to continue to fluctuate in future periods, causing further
fluctuations in margins.

We also derive revenue from licensing our software and other intellectual
property. Licensing revenue includes one-time license fees and royalties based
on the number of units distributed by the licensee. In addition, we have
historically generated a significant percentage of our total revenues from
development contracts, primarily with key customers, although development
revenue has declined as a percentage of total revenues over the past several
years. These development contracts have provided us with partial funding for the
development of some of our products. These development contracts provide for
license and milestone payments which are recorded as development revenue. We
classify all development costs, including costs related to these development
contracts, as research and development expenses. We retain ownership of the
intellectual property developed by us under these development contracts. While
we intend to continue to enter into development contracts with certain strategic
partners, we expect development revenue to continue to decline as a percentage
of total revenues.

Our research and development expenses consist of salaries and related costs of
employees engaged in ongoing research, design and development activities and
costs of engineering materials and supplies. We are



                                       10
<PAGE>

also a party to research and development agreements with the Chief Scientist in
Israel's Ministry of Industry and Trade and the Israel-United States Binational
Industrial Research and Development Foundation, which fund up to 50% of incurred
project costs for approved products up to specified contract maximums. These
agreements require us to use our best efforts to achieve specified results and
require us to pay royalties at rates of 3% to 5% of resulting product sales, and
up to 30% of resulting license revenues, up to a maximum of 100% to 150% of
total funding received. Reported research and development expenses are net of
these grants, which fluctuate from period to period. We believe that significant
investments in research and development are required for us to remain
competitive and we expect to continue to devote significant resources to product
development, although such expenses as a percentage of total revenues may
fluctuate.

Our selling, general and administrative expenses consist primarily of
employee-related expenses, royalties, sales commissions, product promotion and
other professional services. We expect that selling, general and administrative
expenses will continue to increase to support our anticipated growth.

We conduct a substantial portion of our research and development and certain
sales and marketing and administrative operations in Israel through our
wholly-owned Israeli subsidiary. As a result, some of our expenses are incurred
in New Israeli Shekels. To date, substantially all of our product sales and our
development and licensing revenue have been denominated in U.S. dollars and most
costs of product sales have been incurred in U.S. dollars. We expect that most
of our sales and costs of sales will continue to be denominated and incurred in
U.S. dollars for the foreseeable future. We have not experienced material losses
or gains as a result of currency exchange rate fluctuations and have not engaged
in hedging transactions to reduce our exposure to such fluctuations. We may in
the future elect to take appropriate action to reduce our foreign exchange risk.

Our effective income tax rate has benefited from the availability of net
operating losses which we have utilized to reduce taxable income for U.S.
federal income tax purposes and by our Israeli subsidiary's status as an
"Approved Enterprise" under Israeli law, which provides a ten-year tax holiday
for income attributable to a portion of our operations in Israel. Our U.S.
federal net operating losses expire at various times between 2000 and 2009, and
the benefits from our subsidiary's Approved Enterprise status expire at various
times beginning in 2003.

In June 1999, we sold to MGI Software of Canada the intellectual property
related to our SoftDVD product line and transferred to MGI certain related
software development and support resources in exchange for cash, MGI common
stock and future royalties. We do not currently expect, however, that these
royalties will have a material impact on quarterly revenues for the foreseeable
future. In addition, the shares of MGI stock received by us as part of this
transaction are subject to future appreciation or depreciation. Our software
revenues have declined significantly as a result of the sale of the SoftDVD
product line.

On June 29, 2000, the Company acquired PixelCam, Inc. ("PixelCam"), a
manufacturer of megapixel CMOS image sensors and integrated lens/sensor
modules, in exchange for 370,832 shares of Zoran common stock and options to
purchase 4,168 shares of Zoran common stock with an aggregate value of $24.6
million. The acquisition is intended to allow us to offer a digital camera
solution for the mainstream market that combines the high-quality, low-power
advantage, and flexibility of a CMOS sensor with the sophisticated processing
power of our COACH (Camera On A Chip) product. The acquisition was accounted
for under the purchase method of accounting.

On October 25, 2000 the Company acquired Nogatech Inc. ("Nogatech") a public
company that provides chips that compress digital video images and establish
connections, or video connectivity, between video devices and computers, as
well as between video devices across a variety of networks, in a stock
transaction valued at approximately $162 million. The acquisition is intended
to enhance our ability to offer our customers high quality, low cost
solutions for the converging digital television, PC, digital camera, mobile,
and Internet appliance markets. The acquisition will be accounted for under
the purchase method of accounting.

RESULTS OF OPERATIONS

REVENUES

Total revenues were $24.0 million and $60.5 million for the three and nine month
periods ended September 30, 2000, compared to $16.1 million and $41.6 million
for the same periods of 1999, representing increases of



                                       11
<PAGE>

49.2% and 45.4% for the respective periods. For the three and nine month periods
ended September 30, 2000, product revenues were $20.4 million and $51.0 million,
compared to $14.5 million and $34.7 million for the same periods in 1999,
increases of 40.4% and 46.8%, respectively. Fueling the growth in product
revenue were the DVD and audio product lines. Software, licensing and
development revenues were $3.6 million and $9.5 million for the three and nine
month periods ended September 30, 2000, compared to $1.6 million and $6.9
million for the same periods of 1999, representing an increase of 130.6% and
38.3% for the respective periods. The increases were primarily due to
significant new licensing contracts, as well as the timing of revenue
recognition on development contracts.


PRODUCT GROSS MARGIN

Product gross margins were 45.3% and 44.4% of product revenues for the three and
nine month periods ended September 30, 2000, compared to 46.8% and 46.7% for the
same periods of 1999. The decreases were due to a product sales mix that
included a decreased percentage of higher-margin products and a lower percentage
of products sold directly to OEM customers.

RESEARCH AND DEVELOPMENT

Research and development ("R&D") expenses were $5.3 million and $12.5 million
for the three and nine month periods ended September 30, 2000, compared to $2.4
million and $9.9 million for the same periods of 1999. For the three months
ended September 30, 2000, R&D expenses as a percentage of revenues increased to
21.9% compared to 15.1% for the same period of 1999. For the nine months ended
September 30, 2000 R&D expenses as a percentage of revenues decreased to 20.7%
from 23.9% for the comparable period in 1999. The increase in R&D expenses as a
percentage of revenues for the current quarter compared to the same period in
1999 was due to the timing and recognition of project funding from external
sources, timing of major project expenses, such as tape-outs, and the additional
costs associated with PixelCam.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative ("SG&A") expenses were $5.1 million and
$13.7 million for the three and nine month periods ended September 30, 2000,
compared to $3.7 million and $10.2 million for the same periods of 1999. The
increase was primarily due to increased efforts in the development of the China
and market and greater commission expense related to increased sales volume. As
a percentage of revenues, SG&A expenses were 21.1% and 22.6% for the three and
nine month periods ended September 30, 2000, compared to 22.9% and 24.6% for the
same periods of 1999. The decrease as a percent of revenues, quarter to quarter,
was due to the increase in revenues in 2000.

AMORTIZATION OF GOODWILL AND WRITE-OFF OF ACQUIRED IN-PROCESS RESEARCH AND
DEVELOPMENT

On June 29, 2000, the Company acquired PixelCam, a manufacturer of megapixel
CMOS image sensors and integrated lens/sensor modules, in exchange for
370,832 shares of Zoran common stock and options to purchase 4,168 shares of
Zoran common stock with an aggregate value of $24.6 million. The agreement
also includes shares that are contingently issuable to former PixelCam
shareholders upon achievement of certain milestones. Any contingent
consideration will be valued and recorded as of the date the lifting of the
contingency becomes probable.

The acquisition was accounted for under the purchase method of accounting.
Accordingly, the results of operations and estimated fair value of assets
acquired and liabilities assumed were included in the Company's consolidated
condensed financial statements as of September 30, 2000.

During the third quarter of 2000 we recorded a $1.5 million charge related to
the amortization of goodwill associated with our acquisition of PixelCam. In
addition to the amortization charge during the third quarter, we have also
recorded, during the second quarter, a $6.8 million charge related to the
PixelCam acquisition and the associated write-off of acquired in-process
research and development.


                                       12
<PAGE>


The allocation of $6.8 million of the purchase price to the acquired in-process
research and development has been determined by identifying the research project
which technological feasibility had not been established and no alternative
future uses existed. The value was determined by estimating the expected cash
flows from the project once commercially viable, discounting the net cash flows
back to their present value, and then applying a percentage of completion to the
calculated value as defined below.

PERCENTAGE OF COMPLETION. The percentage of completion was determined using
costs incurred by PixelCam prior to the acquisition date compared to the
remaining research and development to be completed to bring the project to
technological feasibility. The Company estimated, as of the acquisition date,
the project was 62% complete and the estimated costs to complete the project
were approximately $4.1 million.

The Company expects to complete the project within 12 months from the
acquisition date. However, development of this project remains a significant
risk to the Company due to the remaining effort to achieve technical
feasibility, rapidly changing customer markets and significant competitive
threats from numerous companies. Failure to bring these products to market in a
timely manner could adversely impact sales and profitability of the Company in
the future. Additionally, the value of the intangible assets acquired may become
impaired.

INTEREST AND OTHER INCOME, NET

Net interest and other income for the three and nine month periods ended
September 30, 2000 was $2.2 million and $6.4 million, respectively, an increase
of 794.0% and 425.3% compared to the same periods in 1999. The increase resulted
primarily from increased interest income on higher cash balances following our
follow-on public offering of common stock in December 1999.

PROVISION FOR INCOME TAXES

Excluding charges related to the amortization of goodwill and the write-off of
acquired in-process research and development, the Company's estimated effective
tax rate remained at 15% for the current quarter, the same as last year's
effective tax rate.



                                       13
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

During the first nine months of 2000, our capital requirements were satisfied
primarily by cash flows from operations. At September 30, 2000, we had $15.9
million of cash and cash equivalents, $94.0 million of short-term investments
and $126.5 million of working capital. In addition, we had $39.1 million of
long-term investments in marketable securities at September 30, 2000.

Our operating activities provided cash of $7.8 million during the nine months
ended September 30, 2000, primarily due to net income adjusted for the non-cash
impact of depreciation and amortization and the one-time charge of $6.8 million
for the write-off of purchased in-process research and development. An increase
of inventory, accounts receivable and prepaid expenses was partially offset by
an increase of accounts payable and accrued expenses.

Cash used in investing activities was $7.5 million during the nine months ended
September 30, 2000, principally reflecting purchases of long-term equity
investments and capital equipment.

Cash provided by financing activities was $2.9 million for the nine months ended
September 30, 2000 and consisted substantially of proceeds from the issuance of
common stock under our incentive stock option plan and employee stock purchase
plan.

We believe that our current balances of cash, cash equivalents and short-term
investments, and anticipated cash flow from operations, will satisfy our
anticipated working capital and capital expenditure requirements at least
through the next 12 months. Nonetheless, our future capital requirements may
vary materially from those now planned and will depend on many factors
including, but not limited to:

          -         the levels at which we maintain inventory and accounts
                    receivable;

          -         the market acceptance of our products;

          -         the levels of promotion and advertising required to launch
                    our new products or to enter markets and attain a
                    competitive position in the marketplace;

          -         our business, product, capital expenditure and research and
                    development plans and technology roadmap;

          -         volume pricing concessions;

          -         capital improvements to new and existing facilities;

          -         technological advances;

          -         the response of competitors to our products; and

          -         our relationships with our suppliers and customers.

In addition, we may require an increase in the level of working capital to
accommodate planned growth, hiring and infrastructure needs. Additional capital
may also be required for acquisitions of businesses, products or technologies.

To the extent that our existing resources and cash generated from operations,
are insufficient to fund our future activities, we may need to raise additional
funds through public or private financings or borrowings. If additional funds
are raised through the issuance of debt securities, these securities could have
rights, preferences and privileges senior to holders of common stock, and the
terms of this debt could impose restrictions on our operations. The sale of
additional equity or convertible debt securities could result in additional
dilution to our stockholders. We cannot be certain that additional financing
will be available in amounts or on terms acceptable to us, if at all. If we are
unable to obtain this additional financing, we may be required to reduce the
scope of our planned product development and sales and marketing efforts, which
could harm our business, financial condition and operating results.



                                       14
<PAGE>

FUTURE PERFORMANCE AND RISK FACTORS

The Company's future business, operating results and financial condition are
subject to various risks and uncertainties, including those described below.



OUR QUARTERLY REVENUES AND OPERATING RESULTS FLUCTUATE DUE TO A VARIETY OF
FACTORS, WHICH MAY RESULT IN VOLATILITY OR A DECLINE IN THE PRICE OF OUR STOCK.

Our quarterly operating results have varied significantly due to a number of
factors, including:

          -         fluctuation in demand for our products;

          -         the timing of new product introductions by us and our
                    competitors;

          -         the level of market acceptance of new and enhanced versions
                    of our products and our customers' products;

          -         the timing of large customer orders;

          -         the length and variability of the sales cycle for our
                    products;

          -         the cyclical nature of the semiconductor industry;

          -         the availability of development funding and the timing of
                    development revenue;

          -         changes in the mix of products sold;

          -         seasonality in demand for our products;

          -         competitive pricing pressures; and

          -         the evolving and unpredictable nature of the markets for
                    products incorporating our integrated circuits and embedded
                    software.

We expect that our operating results will continue to fluctuate in the future as
a result of these factors and a variety of other factors, including:

          -         the cost and availability of adequate foundry capacity;

          -         fluctuations in manufacturing yields;

          -         the emergence of new industry standards;

          -         product obsolescence; and

          -         the amount of research and development expenses associated
                    with new product introductions.

Our operating results could also be harmed by:

          -         economic conditions generally or in various geographic areas
                    where we or our customers do business;

          -         other conditions affecting the timing of customer orders; or

          -         a downturn in the markets for our customers' products,
                    particularly the consumer electronics market.


                                       15
<PAGE>


These factors are difficult or impossible to forecast. We place orders to
purchase our products from independent foundries several months in advance of
the scheduled delivery date, often in advance of receiving non-cancelable orders
from our customers. If anticipated shipments in any quarter are canceled or do
not occur as quickly as expected, expense and inventory levels could be
disproportionately high. If anticipated license revenues in any quarter are
canceled or do not occur, gross margins may be reduced. A significant portion of
our expenses are relatively fixed, and the timing of increases in expenses is
based in large part on our forecast of future revenues. As a result, if revenues
do not meet our expectations we may be unable to quickly adjust expenses to
levels appropriate to actual revenues, which could harm our operating results.

As a result of these factors, our operating results may vary significantly from
quarter to quarter. Any shortfall in revenues or net income from levels expected
by securities analysts could cause a decline in the trading price of our stock.

OUR SUCCESS FOR THE FORESEEABLE FUTURE WILL BE DEPENDENT ON GROWTH IN DEMAND FOR
INTEGRATED CIRCUITS FOR DIGITAL VERSATILE DISC, OR DVD, SUPER VIDEO CD, DIGITAL
AUDIO, VIDEO EDITING AND FILMLESS DIGITAL CAMERA APPLICATIONS AND OUR ABILITY TO
MARKET AND SELL OUR PRODUCTS TO MANUFACTURERS WHO INCORPORATE THOSE TYPES OF
INTEGRATED CIRCUITS INTO THEIR PRODUCTS.

In 1999 and the first nine months of 2000, we derived a majority of our product
revenues from the sale of integrated circuits for DVD and Super Video CD
applications. We expect that sales of our products for DVD and Super Video CD
applications, digital audio applications and video editing applications will
continue to account for a significant portion of our revenues for the near
future. Our ability to sell our recently introduced products for filmless
digital camera applications will also have a significant impact on our financial
performance for the foreseeable future. If the markets for these products and
applications decline or fail to develop as expected, or we are not successful in
our efforts to market and sell our products to manufacturers who incorporate
integrated circuits into these products, our financial results will be harmed.

OUR CUSTOMERS EXPERIENCE FLUCTUATING PRODUCT CYCLES AND SEASONALITY, WHICH
CAUSES OUR SALES TO FLUCTUATE.

Because the markets our customers serve are characterized by numerous new
product introductions and rapid product enhancements, our operating results may
vary significantly from quarter to quarter. During the final production of a
mature product, our customers typically exhaust their existing inventory of our
products. Consequently, orders for our products may decline in those
circumstances, even if our products are incorporated into both mature products
and replacement products. A delay in the customer's transition to commercial
production of a replacement product would delay our ability to recover the lost
sales from the discontinuation of the related mature product. Our customers also
experience significant seasonality in the sales of their consumer products,
which affects their orders of our products. Typically, the fourth calendar
quarter represents a disproportionate percentage of sales for our customers due
to the holiday period, and therefore a disproportionate percentage of our sales.
We expect these sales fluctuations to continue for the foreseeable future.

PRODUCT SUPPLY AND DEMAND IN THE SEMICONDUCTOR INDUSTRY IS SUBJECT TO CYCLICAL
VARIATIONS.

The semiconductor industry is subject to cyclical variations in product supply
and demand. Downturns in the industry often occur in connection with, or
anticipation of, maturing product cycles for both semiconductor companies and
their customers and declines in general economic conditions. These downturns
have been characterized by abrupt fluctuations in product demand, production
over-capacity and accelerated decline of average selling prices. In some cases,
these downturns have lasted more than one year. A downturn in the semiconductor
industry could harm our sales and revenues if demand drops or our gross margins
if average selling prices decline.



                                       16
<PAGE>




THE DEVELOPMENT AND EVOLUTION OF MARKETS FOR OUR INTEGRATED CIRCUITS IS
DEPENDENT ON FACTORS SUCH AS INDUSTRY STANDARDS, OVER WHICH WE HAVE NO CONTROL;
FOR EXAMPLE, IF MANUFACTURERS ADOPT NEW OR COMPETING INDUSTRY STANDARDS WITH
WHICH OUR PRODUCTS ARE NOT COMPATIBLE, OUR EXISTING PRODUCTS WOULD BECOME LESS
DESIRABLE TO THE MANUFACTURERS AND OUR SALES WOULD SUFFER.

The emergence of markets for our products is affected by a variety of factors
beyond our control. In particular, our products are designed to conform to
current specific industry standards. Manufacturers may not continue to follow
these standards, which would make our products less desirable to manufacturers
and reduce our sales. Also, competing standards may emerge that are preferred by
manufacturers, which could also reduce our sales and require us to make
significant expenditures to develop new products. The emergence of new markets
for our products is also dependent in part upon third parties developing and
marketing content in a format compatible with commercial and consumer products
that incorporate our products. If content compatible with commercial and
consumer products that incorporate our products is not available, manufacturers
may not be able to sell products incorporating our integrated circuits, and our
sales to manufacturers would suffer.

WE RELY ON INDEPENDENT FOUNDRIES AND CONTRACTORS FOR THE MANUFACTURE, ASSEMBLY
AND TESTING OF OUR INTEGRATED CIRCUITS, AND THE FAILURE OF ANY OF THESE THIRD
PARTIES TO DELIVER PRODUCTS OR OTHERWISE PERFORM AS REQUESTED COULD DAMAGE OUR
RELATIONSHIPS WITH OUR CUSTOMERS AND HARM OUR SALES AND FINANCIAL RESULTS.

We do not operate any manufacturing facilities, and we rely on independent
foundries to manufacture substantially all of our products. These independent
foundries fabricate products for other companies and may also produce products
of their own design. From time to time there are manufacturing capacity
shortages in the semiconductor industry. We do not have long-term supply
contracts with any of our suppliers, including our principal supplier, Taiwan
Semiconductor Manufacturing Company, or TSMC. Therefore, TSMC is not obligated
to manufacture products for us for any specific period, in any specific quantity
or at any specified price, except as may be provided in a particular purchase
order.

Our reliance on independent foundries involves a number of risks, including:

          -         the inability to obtain adequate manufacturing capacity;

          -         the unavailability of or interruption in access to certain
                    process technologies necessary for manufacture of our
                    products;

          -         reduced control over delivery schedules;

          -         reduced control over quality assurance;

          -         reduced control over manufacturing yields and cost; and

          -         potential misappropriation of our intellectual property.

In addition, TSMC and some of our other foundries are located in areas of the
world which are subject to natural disasters such as earthquakes. While the 1999
earthquake in Taiwan did not have a material impact on our independent
foundries, a similar event centered near TSMC's facility could severely reduce
TSMC's ability to manufacture our integrated circuits. The loss of any of our
manufacturers as a supplier, our inability to expand the supply of our products
in response to increased demand, or our inability to obtain timely and adequate
deliveries from our current or future suppliers due to a natural disaster or any
other reason could delay or reduce shipments of our products. Any of these
circumstances could damage our relationships with current and prospective
customers and harm our sales and financial results.

We also rely on independent contractors for the assembly and testing of our
products. At present, all of our semiconductor products are assembled by one of
four independent contractors: ASE, Amkor, ASAT or Kyocera America, Inc.. Our
semiconductor products are tested by these contractors or other independent
contractors. Our reliance on independent assembly and testing houses limits our
control over delivery schedules, quality assurance and product cost. Disruptions
in the services provided by our assembly or testing houses or other
circumstances that would require us to seek alternative sources of assembly or


                                       17
<PAGE>

testing could lead to supply constraints or delays in the delivery of our
products. These constraints or delays could damage our relationships with
current and prospective customers and harm our sales and financial results.

BECAUSE FOUNDRY CAPACITY IS LIMITED WE MAY BE REQUIRED TO ENTER INTO COSTLY
LONG-TERM SUPPLY ARRANGEMENTS TO SECURE FOUNDRY CAPACITY.

If we are not able to obtain additional foundry capacity as required, our
relationships with our customers would be harmed and our sales would likely be
reduced. In order to secure additional foundry capacity, we have considered and
will continue to consider various arrangements with suppliers, which could
include, among others:

          -         option payments or other prepayments to a foundry;

          -         nonrefundable deposits with or loans to foundries in
                    exchange for capacity commitments;

          -         contracts that commit us to purchase specified quantities of
                    silicon wafers over extended periods;

          -         issuance of our equity securities to a foundry;

          -         investment in a foundry;

          -         joint ventures; or

          -         other partnership relationships with foundries.

We may not be able to make any such arrangement in a timely fashion or at all,
and such arrangements, if any, may not be on terms favorable to us. Moreover, if
we are able to secure foundry capacity, we may be obligated to utilize all of
that capacity or incur penalties. Such penalties may be expensive and could harm
our financial results.

IF OUR INDEPENDENT FOUNDRIES DO NOT ACHIEVE SATISFACTORY YIELDS, OUR
RELATIONSHIPS WITH OUR CUSTOMERS MAY BE HARMED.

The fabrication of silicon wafers is a complex process. Minute levels of
contaminants in the manufacturing environment, defects in photomasks used to
print circuits on a wafer, difficulties in the fabrication process or other
factors can cause a substantial portion of the integrated circuits on a wafer to
be non-functional. Many of these problems are difficult to detect at an early
stage of the manufacturing process and may be time consuming and expensive to
correct. As a result, foundries often experience problems achieving acceptable
yields, which are represented by the number of good integrated circuits as a
proportion of the number of total integrated circuits on any particular wafer.
Poor yields from our independent foundries would reduce our ability to deliver
our products to customers, harm our relationships with our customers, and harm
our business.

TO BE SUCCESSFUL, WE MUST EFFICIENTLY DEVELOP NEW AND ENHANCED PRODUCTS TO MEET
RAPIDLY CHANGING CUSTOMER REQUIREMENTS AND INDUSTRY STANDARDS.

The markets for our products are characterized by:

          -         rapidly changing technologies;

          -         evolving industry standards;

          -         frequent new product introductions; and

          -         short product life cycles.

We expect to increase our product development expenses, and our future success
will depend to a substantial degree upon our ability to develop and introduce,
on a timely and cost-effective basis, new and



                                       18
<PAGE>

enhanced products that meet rapidly changing customer requirements and industry
standards. We may not successfully develop, introduce or manage the transition
to new products. Delays in the introduction or shipment of new or enhanced
products, lack of market acceptance for such products or problems associated
with new product transitions could harm our sales and financial results.

WE FACE COMPETITION OR POTENTIAL COMPETITION FROM COMPANIES WITH GREATER
RESOURCES THAN OURS, AND IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH THESE
COMPANIES, OUR MARKET SHARE MAY DECLINE AND OUR BUSINESS COULD BE HARMED.

Competition in the compression technology market has historically been dominated
by large companies such as STMicroelectronics and companies that develop and use
their own integrated circuits, such as Sony. As this market continues to
develop, we face competition from other large semiconductor vendors, including:

          -         C-Cube Microsystems;

          -         Cirrus Logic (Crystal Semiconductor);

          -         Conexant Systems Inc.;

          -         ESS Technologies Inc.;

          -         Fujitsu;

          -         LSI Logic;

          -         Motorola; and

          -         Texas Instruments Inc.

For example, in the markets for JPEG-based products for use in filmless digital
cameras, LSI Logic and Ricoh are providing system-on-a-chip solutions to third
parties. We also face competition from internally-developed solutions developed
and used by major Japanese original equipment manufacturers, who may also be our
customers.

Many of our existing and potential competitors have substantially greater
resources than ours in many areas, including:

          -         finances;

          -         manufacturing;

          -         technology;

          -         marketing; and

          -         distribution.

Many of our competitors have broader product lines and longer standing
relationships with customers than we do. Moreover, our competitors may foresee
the course of market developments more accurately than we do and could in the
future develop new technologies that compete with our products or even render
our products obsolete. In addition, a number of private companies have announced
plans for new products to address the same digital multimedia compression
problems that our products address. If we are unable to compete successfully
against our current and future competitors, we could experience price
reductions, order cancellations and reduced gross margins, any one of which
could harm our business.

The DVD market is growing, and additional competitors are expected to enter the
market for DVD players and software. Some of these potential competitors may
develop captive implementations for use only with their own PC and consumer
electronics products. It is also possible that application software vendors,
such as



                                       19
<PAGE>

Microsoft, may attempt to enter the DVD application market in the future. This
increased competition may result in price reductions, reduced profit margins and
loss of market share.

OUR PRODUCTS ARE CHARACTERIZED BY AVERAGE SELLING PRICES THAT DECLINE OVER
RELATIVELY SHORT TIME PERIODS; IF WE ARE UNABLE TO REDUCE OUR COSTS OR INTRODUCE
NEW PRODUCTS WITH HIGHER AVERAGE SELLING PRICES, OUR FINANCIAL RESULTS WOULD
SUFFER.

Average selling prices for our products decline over relatively short time
periods. Many of our manufacturing costs are fixed. When our average selling
prices decline, our revenues decline unless we sell more units, and our gross
margins decline unless we are able to reduce our manufacturing costs by a
commensurate amount. Our operating results suffer when gross margins decline. We
may experience these problems in the future and cannot predict when they may
occur or their severity.

WE DERIVE MOST OF OUR REVENUE FROM SALES TO A SMALL NUMBER OF LARGE CUSTOMERS,
AND IF WE ARE NOT ABLE TO RETAIN THESE CUSTOMERS, OR THEY RESCHEDULE, REDUCE OR
CANCEL ORDERS, OUR REVENUES WOULD BE REDUCED AND OUR FINANCIAL RESULTS WOULD
SUFFER.

Our largest customers account for a substantial percentage of our revenues. In
1999, sales to Fujifilm accounted for 37.3% of our total revenues and 41.0% of
our product sales. Our four largest customers in 1999 accounted for
approximately 56.9% of our total revenues. During 1998, our four largest
customers accounted for approximately 45.7% of our revenues with Fujifilm
accounting for 22.7% and Pinnacle 14.3%. Sales to these large customers have
varied significantly from year to year and will continue to fluctuate in the
future. These sales also may fluctuate significantly from quarter to quarter. We
may not be able to retain our key customers or these customers may cancel
purchase orders or reschedule or decrease their level of purchases from us. Any
substantial decrease or delay in sales to one or more of our key customers could
harm our sales and financial results. In addition, any difficulty in collecting
amounts due from one or more key customers could harm our financial results.

WE ARE DEPENDENT ON OUR RELATIONSHIP WITH FUJIFILM FOR A SIGNIFICANT PERCENTAGE
OF OUR PRODUCT SALES, AND IF THIS RELATIONSHIP WERE TERMINATED, OUR BUSINESS
WOULD BE HARMED.

Fujifilm has been our largest customer in three of the last five years. Fujifilm
purchases our products primarily as a distributor. Under our arrangement with
Fujifilm, Fujifilm acts as the primary distributor in Japan of products
developed by us under development contracts with Fujifilm. Fujifilm also sells
some of these products in Japan under its own name. We may sell these products
directly in Japan only to specified customers and must first buy the products
from Fujifilm. Fujifilm provides more sales and marketing support than our other
distributors. Fujifilm also has a nonexclusive license to distribute most of our
products outside of Japan. Fujifilm has provided wafer manufacturing services on
a most-favored terms basis to us since 1993 and has also provided funding to
support our development efforts. If our relationship with Fujifilm were
terminated, our business would be harmed.

OUR PRODUCTS GENERALLY HAVE LONG SALES CYCLES AND IMPLEMENTATION PERIODS, WHICH
INCREASES OUR COSTS IN OBTAINING ORDERS AND REDUCES THE PREDICTABILITY OF OUR
EARNINGS.

Our products are technologically complex. Prospective customers generally must
make a significant commitment of resources to test and evaluate our products and
to integrate them into larger systems. As a result, our sales process is often
subject to delays associated with lengthy approval processes that typically
accompany the design and testing of new products. The sales cycles of our
products often last for many months or even years. Longer sales cycles require
us to invest significant resources in attempting to make sales and delay the
generation of revenue.

Long sales cycles also subject us to other risks, including customers' budgetary
constraints, internal acceptance reviews and cancellations. In addition, orders
expected in one quarter could shift to another because of the timing of
customers' purchase decisions. The time required for our customers to
incorporate our products into their own can vary significantly with the needs of
our customers and generally exceeds several months, which further complicates
our planning processes and reduces the predictability of our operating results.



                                       20
<PAGE>

WE ARE NOT PROTECTED BY LONG-TERM CONTRACTS WITH OUR CUSTOMERS.

We generally do not enter into long-term purchase contracts with our customers,
and we cannot be certain as to future order levels from our customers. When we
do enter into a long-term contract, the contract is generally terminable at the
convenience of the customer. In the event of an early termination by one of our
major customers, it is unlikely that we will be able to rapidly replace that
revenue source, which would harm our financial results.

WE ARE DEPENDENT UPON OUR INTERNATIONAL SALES AND OPERATIONS; ECONOMIC,
POLITICAL OR MILITARY EVENTS IN A COUNTRY WHERE WE MAKE SIGNIFICANT SALES OR
HAVE SIGNIFICANT OPERATIONS COULD INTERFERE WITH OUR SUCCESS OR OPERATIONS THERE
AND HARM OUR BUSINESS.

During the first nine months of 2000, 84% of our total revenues were derived
from international sales. We anticipate that international sales will continue
to represent a significant portion of our total revenues for the foreseeable
future. In addition, substantially all of our semiconductor products are
manufactured, assembled and tested outside of the United States by independent
foundries and subcontractors.

We are subject to the risks inherent in doing business internationally,
including:

          -         unexpected changes in regulatory requirements;

          -         fluctuations in exchange rates;

          -         political and economic instability;

          -         imposition of tariffs and other barriers and restrictions;
                    and

          -         the burdens of complying with a variety of foreign laws.

The majority of our research and development personnel and facilities and a
significant portion of our sales personnel are located in Israel. Political,
economic and military conditions in Israel directly affect our operations. Some
of our officers and employees in Israel are obligated to perform up to 39 days
of military reserve duty annually. The absence of these employees for
significant periods during the work week may cause us to operate inefficiently
during these periods.

During 1998, we opened an office in Shenzhen, China. Our operations in China are
subject to the economic and political uncertainties affecting that country. For
example, the Chinese economy has experienced significant growth in the past
decade, but such growth has been uneven across geographic and economic sectors
and has recently been slowing. This growth may continue to decrease and any
slowdown may have a negative effect on our business. The Chinese economy is also
experiencing deflation which may continue in the future. This deflation could
result in devaluation of the Chinese Yuan, which could reduce our sales to the
Chinese market.

THE PRICES OF OUR PRODUCTS MAY BECOME LESS COMPETITIVE DUE TO FOREIGN EXCHANGE
FLUCTUATIONS.

Foreign currency fluctuations may affect the prices of our products. Prices for
our products are currently denominated in U.S. dollars for sales to our
customers throughout the world. If there is a significant devaluation of the
currency in a specific country, the prices of our products will increase
relative to that country's currency and our products may be less competitive in
that country. Also, we cannot be sure that our international customers will
continue to be willing to place orders denominated in U.S. dollars. If they do
not, our revenue and operating results will be subject to foreign exchange
fluctuations.

OUR ABILITY TO COMPETE COULD BE JEOPARDIZED IF WE ARE UNABLE TO PROTECT OUR
INTELLECTUAL PROPERTY RIGHTS FROM CHALLENGES BY THIRD PARTIES.

Our success and ability to compete depend in large part upon protecting our
proprietary technology. We rely on a combination of patent, trade secret,
copyright and trademark laws, non-disclosure and other contractual agreements
and technical measures to protect our proprietary rights. These agreements and
measures may not be sufficient to protect our technology from third-party
infringement, or to protect us from the claims of



                                       21
<PAGE>

others. Monitoring unauthorized use of our products is difficult and we cannot
be certain that the steps we have taken will prevent unauthorized use of our
technology, particularly in foreign countries where the laws may not protect our
proprietary rights as fully as in the United States. The laws of certain foreign
countries in which our products are or may be developed, manufactured or sold,
including various countries in Asia, may not protect our products or
intellectual property rights to the same extent as do the laws of the United
States and thus make the possibility of piracy of our technology and products
more likely in these countries. If competitors are able to use our technology,
our ability to compete effectively could be harmed.

WE COULD BECOME SUBJECT TO CLAIMS AND LITIGATION REGARDING INTELLECTUAL PROPERTY
RIGHTS, WHICH COULD SERIOUSLY HARM OUR BUSINESS AND REQUIRE US TO INCUR
SIGNIFICANT COSTS.

In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. In the past, we have
been subject to claims and litigation regarding alleged infringement of other
parties' intellectual property rights. We could become subject to litigation in
the future either to protect our intellectual property or as a result of
allegations that we infringe others' intellectual property rights. Claims that
our products infringe proprietary rights would force us to defend ourselves and
possibly our customers or manufacturers against the alleged infringement. These
claims and any resulting lawsuit, if successful, could subject us to significant
liability for damages and invalidation of our proprietary rights. These
lawsuits, regardless of their success, would likely be time-consuming and
expensive to resolve and would divert management time and attention. Any
potential intellectual property litigation could force us to do one or more of
the following:

          -         stop selling our products that incorporate the challenged
                    intellectual property;

          -         obtain from the owner of the infringed intellectual property
                    right a license to sell or use the relevant technology,
                    which license may not be available on reasonable terms or at
                    all;

          -         pay damages; or

          -         redesign those products that use such technology.

If we are forced to take any of the foregoing actions, our business could be
severely harmed.

IF NECESSARY LICENSES OF THIRD-PARTY TECHNOLOGY ARE NOT AVAILABLE TO US OR ARE
VERY EXPENSIVE, OUR PRODUCTS COULD BECOME OBSOLETE.

From time to time we may be required to license technology from third parties to
develop new products or product enhancements. Third party licenses may not be
available to us on commercially reasonable terms, if at all. If we are unable to
obtain any third-party license required to develop new products and product
enhancements, we may have to obtain substitute technology of lower quality or
performance standards or at greater cost, either of which could seriously harm
the competitiveness of our products.

IF WE ARE NOT ABLE TO APPLY OUR NET OPERATING LOSSES AGAINST TAXABLE INCOME IN
FUTURE PERIODS, OUR FINANCIAL RESULTS WILL BE HARMED.

Our future net income and cash flow will be affected by our ability to apply our
net operating losses, which totaled approximately $48.0 million for federal tax
reporting purposes as of December 31, 1999, against taxable income in future
periods. Our net operating losses incurred prior to the consummation of our
initial public offering in 1995 that we can use to reduce future taxable income
for federal tax purposes are limited to approximately $3.0 million per year.
Changes in tax laws in the United States may further limit our ability to
utilize our net operating losses. Any further limitation on our ability to
utilize our net operating losses could harm our financial condition.

ANY ACQUISITIONS WE MAKE COULD DISRUPT OUR BUSINESS AND SEVERELY HARM OUR
FINANCIAL CONDITION.

We intend to consider investments in complementary companies, products or
technologies. We have recently acquired PixelCam, a privately-held manufacturer
of CMOS sensors and integrated lens/sensor modules, and Nogatech, Inc., a
manufacturer of IC chips that compress digital video images and establish
connections between video devices and computers, as well as, between video
devices across a variety of networks. We



                                       22
<PAGE>

may acquire additional businesses, products or technologies in the future. In
the event of any future acquisitions, we could:

          -         issue stock that would dilute our current stockholders'
                    percentage ownership;

          -         incur debt;

          -         assume liabilities;

          -         incur amortization expenses related to goodwill and other
                    intangible assets; or

          -         incur large and immediate write-offs.

Our operation of PixelCam, Nogatech and any other business that we may acquire
will also involve numerous risks, including:

          -         problems combining the purchased operations, technologies or
                    products;

          -         unanticipated costs;

          -         diversion of management's attention from our core business;

          -         adverse effects on existing business relationships with
                    customers;

          -         risks associated with entering markets in which we have no
                    or limited prior experience; and

          -         potential loss of key employees, particularly those of the
                    purchased organizations.

We may not be able to successfully integrate any businesses, products or
technologies or personnel that we might acquire in the future and any failure to
do so could disrupt our business and seriously harm our financial condition.

OUR PRODUCTS COULD CONTAIN DEFECTS, WHICH COULD REDUCE SALES OF THOSE PRODUCTS
OR RESULT IN CLAIMS AGAINST US.

We develop complex and evolving products. Despite testing by us and our
customers, errors may be found in existing or new products. This could result
in, among other things, a delay in recognition or loss of revenues, loss of
market share or failure to achieve market acceptance. These defects may cause us
to incur significant warranty, support and repair costs, divert the attention of
our engineering personnel from our product development efforts and harm our
relationships with our customers. The occurrence of these problems could result
in the delay or loss of market acceptance of our products and would likely harm
our business. Defects, integration issues or other performance problems in our
products could result in financial or other damages to our customers or could
damage market acceptance of our products. Our customers could also seek damages
from us for their losses. A product liability claim brought against us, even if
unsuccessful, would likely be time consuming and costly to defend.

IF WE DO NOT MAINTAIN OUR CURRENT DEVELOPMENT CONTRACTS OR ARE UNABLE TO ENTER
INTO NEW DEVELOPMENT CONTRACTS, OUR BUSINESS COULD BE HARMED.

We historically have generated a significant percentage of our total revenues
from development contracts, primarily with key customers. These development
contracts have provided us with partial funding for the development of some of
our products. Under these contracts, we receive payments upon reaching certain
development milestones. If we fail to achieve the milestones specified in our
existing development contracts, if our existing contracts are terminated or we
are unable to secure future development contracts, our ability to
cost-effectively develop new products would be reduced and our business would be
harmed.



                                       23
<PAGE>

WE MAY NEED ADDITIONAL FUNDS TO EXECUTE OUR BUSINESS PLAN, AND IF WE ARE UNABLE
TO OBTAIN SUCH FUNDS, WE WILL NOT BE ABLE TO EXPAND OUR BUSINESS AS PLANNED.

We may require substantial additional capital to finance our future growth,
secure additional foundry capacity and fund our ongoing research and development
activities beyond 2000. Our capital requirements will depend on many factors,
including:

          -         acceptance of and demand for our products;

          -         the types of arrangements that we may enter into with our
                    independent foundries; and

          -         the extent to which we invest in new technology and research
                    and development projects.

To the extent that our existing sources of liquidity and cash flow from
operations are insufficient to fund our activities, we may need to raise
additional funds. If we raise additional funds through the issuance of equity
securities, the percentage ownership of our existing stockholders would be
reduced. Further, such equity securities may have rights, preferences or
privileges senior to those of our common stock. Additional financing may not be
available to us when needed or, if available, it may not be available on terms
favorable to us.

IF WE FAIL TO MANAGE OUR FUTURE GROWTH, IF ANY, OUR BUSINESS WOULD BE HARMED.

We anticipate that our future growth, if any, will require us to recruit and
hire a substantial number of new engineering, managerial, sales and marketing
personnel. Our ability to manage our growth successfully will also require us to
expand and improve our administrative, operational, management and financial
systems and controls. Many of our key operations, including the major portion of
our research and development operations and a significant portion of our sales
and administrative operations, are located in Israel. A majority of our sales
and marketing and certain of our research and development and administrative
personnel, including our President and Chief Executive Officer and other
officers, are based in the United States. The geographic separation of these
operations places additional strain on our resources and our ability to
effectively manage our growth. If we are unable to manage growth effectively,
our business would be harmed.

WE RELY ON THE SERVICES OF OUR EXECUTIVE OFFICERS AND OTHER KEY PERSONNEL, WHOSE
KNOWLEDGE OF OUR BUSINESS AND INDUSTRY WOULD BE EXTREMELY DIFFICULT TO REPLACE.

Our success depends to a significant degree upon the continuing contributions of
our senior management. The loss of key management personnel could delay product
development cycles or otherwise harm our business. We may not be able to retain
the services of any of our key employees. We believe that our future success
will also depend in large part on our ability to attract, integrate and retain
highly-skilled engineering, managerial, sales and marketing personnel, both in
the United States and in Israel. Competition for such personnel is intense, and
we may not be successful in attracting, integrating and retaining such
personnel. Failure to attract, integrate and retain key personnel could harm our
ability to carry out our business strategy and compete with other companies.

THE ISRAELI RATE OF INFLATION MAY NEGATIVELY IMPACT OUR COSTS IF IT EXCEEDS THE
RATE OF DEVALUATION OF THE NEW ISRAELI SHEKEL AGAINST THE U.S. DOLLAR.

A portion of the cost of our operations, relating mainly to our personnel and
facilities in Israel, is incurred in New Israeli Shekels. As a result, we bear
the risk that the rate of inflation in Israel will exceed the rate of
devaluation of the New Israeli Shekel in relation to the dollar, which will
increase our costs as expressed in dollars. To date, we have not engaged in
hedging transactions. In the future, we may enter into currency hedging
transactions to decrease the risk of financial exposure from fluctuations in the
exchange rate of the U.S. dollar against the New Israeli Shekel. These measures
may not adequately protect us from the impact of inflation in Israel.



                                       24
<PAGE>

THE GOVERNMENT PROGRAMS WE PARTICIPATE IN AND TAX BENEFITS WE RECEIVE REQUIRE US
TO MEET SEVERAL CONDITIONS AND MAY BE TERMINATED OR REDUCED IN THE FUTURE, WHICH
WOULD INCREASE OUR COSTS.

In the year ended December 31, 1999, we received an aggregate of $484,000 in
grants for research and development from the Chief Scientist in Israel's
Ministry of Industry and Trade. To continue to be eligible for these grants, our
development projects must be approved by the Chief Scientist on a case-by-case
basis. If our development projects are not approved by the Chief Scientist, we
will not receive grants to fund these projects, which would increase our
research and development costs. We also receive tax benefits, in particular
exemptions and reductions as a result of the "Approved Enterprise" status of our
existing operations in Israel. To be eligible for these tax benefits, we must
maintain our Approved Enterprise status by meeting conditions, including making
specified investments in fixed assets located in Israel and investing additional
equity in our Israeli subsidiary. If we fail to meet these conditions in the
future, the tax benefits would be canceled and we could be required to refund
the tax benefits already received. These tax benefits may not be continued in
the future at their current levels or at any level. Israeli governmental
authorities have indicated that the government may reduce or eliminate these
benefits in the future, which would harm our business.

WE HAVE ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND THERE ARE
PROVISIONS OF DELAWARE LAW THAT COULD PREVENT OR DELAY A CHANGE IN CONTROL OF
OUR COMPANY.

Our certificate of incorporation, our bylaws and Delaware law contain provisions
that could make it more difficult for a third party to acquire us, even if doing
so would be beneficial to our stockholders. These include provisions:

          -         prohibiting a merger with a party that has acquired control
                    of 15% or more of our outstanding common stock, such as a
                    party that has completed a successful tender offer, until
                    three years after that party acquired control of 15% of our
                    outstanding common stock;

          -         authorizing the issuance of up to 3,000,000 shares of "blank
                    check" preferred stock;

          -         eliminating stockholders' rights to call a special meeting
                    of stockholders; and

          -         requiring advance notice of any stockholder nominations of
                    candidates for election to our board of directors.


OUR STOCK PRICE HAS FLUCTUATED AND MAY CONTINUE TO FLUCTUATE WIDELY.

The market price of our common stock has fluctuated significantly since our
initial public offering in 1995. Between January 1, 1999 and September 30, 2000,
the sale price of our common stock, as reported on the Nasdaq National Market,
ranged from a low of $8.875 to a high of $74.3125. During the first nine months
of 2000 the sale price ranged from a low of $33.50 to a high of $74.3125. The
market price of our common stock is subject to significant fluctuations in the
future in response to a variety of factors, including:

          -         announcements concerning our business or that of our
                    competitors or customers;

          -         quarterly variations in operating results;

          -         announcements of technological innovations;

          -         the introduction of new products or changes in product
                    pricing policies by us or our competitors;

          -         proprietary rights or other litigation;

          -         changes in analysts' earnings estimates;

          -         general conditions in the semiconductor industry; and

          -         developments in the financial markets.



                                       25
<PAGE>

In addition, the stock market has, from time to time, experienced extreme price
and volume fluctuations that have particularly affected the market prices for
semiconductor companies or technology companies generally and which have been
unrelated to the operating performance of the affected companies. Broad market
fluctuations of this type may reduce the future market price of our common
stock.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks including changes in interest rates and
foreign currency exchange rates.

The fair value of our investment portfolio or related income would not be
significantly impacted by either a 10% increase or decrease in interest rates
due mainly to the short-term nature of the major portion of our investment
portfolio.

A majority of our revenue and capital spending is transacted in U.S. dollars,
although a portion of the cost of our operations, relating mainly to our
personnel and facilities in Israel, is incurred in New Israeli Shekels. We have
not engaged in hedging transactions to reduce our exposure to fluctuations that
may arise from changes in foreign exchange rates. Based on our overall currency
rate exposure at September 30, 2000, a near-term 10% appreciation or
depreciation of the New Israeli Shekel would have an immaterial affect on our
financial condition.




                                       26
<PAGE>




                           PART II. OTHER INFORMATION



Item 4.  Submission of Matters to a vote of Security Holders

         The Company's 2000 Annual Meeting of Stockholders was held on
         July 18, 2000. At the meeting the following five persons nominated by
         management were elected to serve as directors of the Company:

<TABLE>
<CAPTION>

                                                                     Shares
                                                          --------------------------
                  Nominee                                   Voted For       Withheld
                  -------------------                     --------------------------
<S>              <C>                                       <C>               <C>
                  Levy Gerzberg                             13,769,769       10,886
                  Uzia Galil                                13,768,769       11,886
                  James D. Meindl                           13,769,769       10,886
                  Arthur B Stabenow                         13,768,769       11,886
                  Philip M. Young                           13,769,769       10,886
</TABLE>

         The following additional items were voted upon at the meeting:

          1.        A proposal to amend the Company's 1993 Stock Option Plan to
                    increase the number of shares of Common Stock reserved for
                    issuance thereunder by 980,000 shares was approved by a vote
                    of 8,322,695 shares for; 2,310,521 shares against; 16,816
                    shares abstaining.

          2.        A proposal to amend the Company's 1995 Employee Stock
                    Purchase Plan to increase the number of shares of Common
                    Stock reserved for issuance thereunder by 100,000 shares was
                    approved by a vote of 10,546,246 shares for; 87,762 shares
                    against; 16,024 shares abstaining.

          3.        A proposal to amend the Company's 1995 Outside Directors
                    Stock Option Plan to increase the number of shares of Common
                    Stock reserved for issuance thereunder by 100,000 shares was
                    approved by a vote of 8,910,547 shares for, 1,717,293 shares
                    against; 22,192 shares abstaining.

          4.        A proposal to ratify the appointment of
                    PricewaterhouseCoopers LLP as the independent accountants of
                    the Company for the fiscal year ending December 31, 2000 was
                    approved by a vote of 13,765,188 shares for; 8,778 shares
                    against; 6,689 shares abstaining.



                                       27
<PAGE>



Item 6.    Exhibits and Reports on Form 8-K

          (a)    Exhibits

                 10.1    1993 Stock Option Plan, as amended to date.
                 10.2    1995 Outside Directors Stock Option Plan as amended
                         to date.
                 10.3    Amended and Restated 1995 Employee Stock Purchase
                         Plan as amended to date.
                 27      Financial Data Schedule.


          (b)    Reports on Form 8-K

                 On July 10, 2000, the Company filed a Report on Form 8-K,
                 pursuant to Item 2 thereof, reporting that it had agreed to
                 acquire PixelCam, Inc., pursuant to the Agreement and Plan
                 of Reorganization dated June 28, 2000 among the Company,
                 PixelCam and Grape Acquisition Corporation, a wholly-owned
                 subsidiary of the Company. On September 12, 2000 the Company
                 filed a Report on Form 8-K/A, pursuant to Item 7 thereof,
                 reporting Financial Statements, Pro Forma Financial
                 Information and Exhibits related to the acquisition of
                 PixelCam.


-------------------------------------------------------------------------------


                                       28
<PAGE>




                                   SIGNATURES


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 thereunto duly authorized.


                                ZORAN CORPORATION





Date:  November 14, 2000        /s/  Karl Schneider
                                ----------------------------
                                Karl Schneider
                                Vice President of Finance
                                And Chief Financial Officer
                                (Principal Financial and Accounting Officer)







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