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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K/ A

Amendment No. 1


|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended December 31,
    2003                                             
|  
|or
|  
|o  |  | 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 0-9653

Xicor, Inc.


(Exact name of Registrant as specified in its
Charter)


|                                                                                           |  |                                         
|------------------------------------------------------------------------------------------ |  | ----------------------------------------
|California                                                                                 |  | 94-2526781                              
|(State or other jurisdiction of
    incorporation or organization)                         |  | (I.R.S. Employer
    Identification No.)
|933 Murphy Ranch Road
    Milpitas, California(Address of principal executive
    offices) |  | 95035(Zip Code)                         

Registrants telephone number, including
area code:

(408) 432-8888


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

None


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

Common Stock, Without Par Value


Preferred Share Rights (currently attached to
and trading only with Common Stock)

(Title of Class)


Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been
subject to such filing requirements for the past
90 days.     Yes þ          No o

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

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act).     Yes þ          No o

As of June 29, 2003, the last business day
of the Registrants most recently completed second fiscal
quarter, there were 27,016,531 shares of the
Registrants Common Stock outstanding and the aggregate
market value of such shares held by non-affiliates of the
Registrant, based on the closing sale price of such shares on
the Nasdaq National Market on June 29, 2003, was
approximately $121,339,000. Shares of Common Stock held by each
executive officer and director and by each person who
beneficially owns more than 5% of the outstanding Common Stock
have been excluded in that such persons may under certain
circumstances be deemed to be affiliates. This determination of
executive officer or affiliate status is not necessarily a
conclusive determination for other purposes.

The aggregate number of outstanding shares of
Common Stock, without par value, of the Registrant was
29,191,891 on March 11, 2004.



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##### Table of Contents



EXPLANATORY NOTE

This amendment to the Companys Annual
Report on Form 10-K for the year ended December 31,
2003 reflects (i) the inclusion of certain updated market
price information required by Part II of the report,
(ii) the addition of the information required by
Part III of the report, and (iii) an additional
exhibit filed pursuant to Part IV of the report. We have
made no further changes to the previously filed Form 10-K.

i



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XICOR, INC.

FORM 10-K/A

Amendment No. 1


For the Year Ended December 31,
2003


TABLE OF CONTENTS

|                  |          |  |                                                                          |  |  |   | 
|----------------- | -------- |  | ------------------------------------------------------------------------ |  |  | - | 
|PART II           |          |  | 1                                                                        | 
|                  | Item 5.  |  | Market for Registrants
    Common Stock and Related Stockholder Matters |  |  | 1 | 
|PART III          |          |  | 1                                                                        | 
|                  | Item 10. |  | Directors and Executive
    Officers of the Registrant                   |  |  | 1 | 
|                  | Item 11. |  | Executive Compensation                                                   |  |  | 3 | 
|                  | Item 12. |  | Security Ownership of
    Certain Beneficial Owners and Management       |  |  | 5 | 
|                  | Item 13. |  | Certain Relationships and
    Related Transactions                       |  |  | 7 | 
|                  | Item 14. |  | Principal Accountant Fees
    and Services                               |  |  | 8 | 
|PART IV           |          |  | 9                                                                        | 
|                  | Item 15. |  | Exhibits, Financial
    Statement Schedules and Reports on Form 8-K      |  |  | 9 | 
|SIGNATURES        |          |  | 10                                                                       | 
|INDEX TO EXHIBITS |          |  | 11                                                                       | 
|EXHIBIT 10.11    
|EXHIBIT 23       



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PART II






|        |                                                                         
|------- | ------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Stock
    and Related Stockholder Matters

Our Common Stock trades on the Nasdaq National
Market tier of the Nasdaq Stock MarketSM under the
symbol XICO. The table below sets forth the high and low sales
prices for our Common Stock as reported by Nasdaq for each
calendar quarter.

|                                    |  |      |       |     |  |   |      | 
|----------------------------------- |  | ---- | ----- | --- |  | - | ---- | 
|Fiscal Year Ended December 31, 2003 |  | High |       | Low
|                                    |  |      |       |    
|First Quarter                       |  | $    | 5.23  |     |  | $ | 2.99 | 
|Second Quarter                      |  |      | 6.90  |     |  |   | 4.06 | 
|Third Quarter                       |  |      | 10.89 |     |  |   | 6.07 | 
|Fourth Quarter                      |  |      | 13.98 |     |  |   | 9.19 | 




PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Directors

The members of our Board of Directors as of
March 11, 2004 are as follows:

|                       |  |     |    |          |  |                                                                     |  |  |      | 
|---------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------------- |  |  | ---- | 
|Name                   |  | Age |    | Position |  | Director Since                                                     
|                       |  |     |    |          |  |                                                                    
|J. Daniel McCranie*    |  |     | 60 |          |  | Co-Chairman of the Board                                            |  |  | 2000 | 
|Louis DiNardo          |  |     | 44 |          |  | President, Chief Executive Officer and
    Co-Chairman of the Board |  |  | 2000 | 
|Julius Blank*          |  |     | 78 |          |  | Director                                                            |  |  | 1978 | 
|Andrew W. Elder*       |  |     | 52 |          |  | Director                                                            |  |  | 1982 | 
|John R. Harrington     |  |     | 50 |          |  | Director                                                            |  |  | 2002 | 
|Emmanuel T. Hernandez* |  |     | 48 |          |  | Director                                                            |  |  | 2001 | 



---



|  |                          
|- | -------------------------
|* | Member of Audit Committee

J. Daniel
McCranie, Co-Chairman of the Board.
Mr. McCranie joined Xicors Board of Directors in
August 2000 and became the Chairman of the Board in November
2000. From 1993 until 2000, Mr. McCranie was Vice President
of Marketing and Sales at Cypress Semiconductor Corporation.
From 1986 through 1993 Mr. McCranie was Chairman and CEO of
SEEQ Technology. He also held the position of Vice
President  Marketing and Sales at SEEQ from 1981 to
1986. Prior to 1981, Mr. McCranie held marketing and sales
positions at Harris Semiconductor, AMD, American Microsystems
and Signetics. Mr. McCranie is Chairman of the Board of On
Semiconductor Corporation and Chairman of the Board of Virage
Logic Corporation. Mr. McCranie received a BSEE degree from
Virginia Polytechnic Institute.

Louis DiNardo,
President, Chief Executive Officer and Co-Chairman of the Board.
Mr. DiNardo joined Xicor as President and Chief Executive
Officer in November 2000. He has been involved in sales,
marketing and operations within the semiconductor industry for
over 20 years. Mr. DiNardo came to Xicor from Linear
Technology Corporation (LTC), where he was General Manager of
Mixed-Signal Products. During his 13 years at LTC,
Mr. DiNardo held positions as Vice President 
Marketing, Director of North American Distribution, and Area
Sales Manager. Prior to LTC, Mr. DiNardo worked for
8 years at Analog Devices, where he was involved primarily
in Field Sales and Applications. Mr. DiNardo received his
bachelors degree from Ursinus College.

Julius Blank,
Director. Mr. Blank is one of Xicors founders and has
been a business consultant to high technology companies and a
private investor for more than five years. Mr. Blank holds
a degree in mechanical engineering from CCNY.

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Andrew W. Elder,
Director. Mr. Elder is the founder and since March 1992 has
been President of Stratis Corporation, a producer of plastic
material handling products. Mr. Elder received a BA from
Duke University and an MBA from the Wharton School at the
University of Pennsylvania.

John R. Harrington,
Director. Mr. Harrington is a general partner of Advanced
Technology Ventures (ATV), a leading venture capital firm
focused on investments in communications, infrastructure,
software & services, and healthcare, located in Palo
Alto, California. From October 1996 until he joined ATV in
February 2000, Mr. Harrington was President and Chief
Executive Officer of ObjectStream, a communications software
company. He also held senior executive positions in marketing,
sales and operations at Lucent Technologies and AT&T.
Mr. Harrington holds a BS in Biochemistry from Iowa State
University and an MBA from the University of Colorado.

Emmanuel T.
Hernandez, Director.
Mr. Hernandez has been Senior Vice President, Finance and
Administration, and Chief Financial Officer of Cypress
Semiconductor Corporation since January 1994 and was their
Corporate Controller from June 1993 through January 1994. Prior
to joining Cypress Semiconductor Corporation, Mr. Hernandez
held various financial positions with National Semiconductor
Corporation from 1976 through 1993. Mr. Hernandez is also a
director of On Semiconductor Corporation, SunPower Corporation
and Silicon Light Machines, Inc. Mr. Hernandez has the
degree of B.S.C. in Accounting from the University of Nueva
Caceres in the Philippines, is a certified public accountant,
and has the degree of Master of Business Administration from
Golden Gate University.

Executive Officers

The information required by this item concerning
our executive officers is incorporated by reference to the
information set forth in the section entitled Officers of
the Registrant in Part I, Item 1 of the
Form 10-K for the period ended December 31, 2003, as
filed with the Securities and Exchange Commission on
February 23, 2004.

Audit Committee and Audit Committee Financial
Expert

We have a separately designated standing Audit
Committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (the Exchange Act). The members of the
Audit Committee are Messrs. McCranie, Blank, Elder and
Hernandez. The Board of Directors has determined that each of
the members of the Audit Committee is independent as defined by
the listing standards of the Nasdaq National Market and
Section 10A(m)(3) of the Exchange Act. In addition, the
Board of Directors has determined that Mr. Hernandez is an
audit committee financial expert, as that term is
defined in Item 401(h) of Regulation S-K of the
Exchange Act.

Code of Ethics

We have adopted a Code of Business Conduct and
Ethics that applies to all our directors, officers (including
our principal executive officer, principal financial officer and
controller) and employees. The Code of Business Conduct and
Ethics can be found on our website at http://www.xicor.com. We
will also post on our website any amendment to the Code of
Business Conduct and Ethics, as well as any waivers that are
required to be disclosed by the rules of the SEC or the Nasdaq
National Market.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Exchange Act
(Section 16(a)) requires our executive
officers, directors and persons who own more than ten percent of
our Common Stock, to file initial reports of ownership on
Form 3 and changes in ownership on Form 4 or
Form 5 with the SEC and the National Association of
Securities Dealers, Inc. Such executive officers, directors
and ten-percent shareholders are also required by SEC rules to
furnish us with copies of all such forms that they file.

Based solely on our review of the copies of such
forms received by us and written representations from certain
reporting persons that no Forms 5 were required for such
persons, we believe that we complied with all

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Section 16(a) filing requirements applicable
to our executive officers, directors and 10% shareholders during
fiscal 2003.







|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The following Summary Compensation Table shows,
as to our Chief Executive Officer and each of the five most
highly compensated executive officers whose salary plus bonus
exceeded $100,000 during the last fiscal year (the Named
Officers), information concerning compensation paid for
services to us in all capacities during the last three fiscal
years.

Summary Compensation Table

|                             |                             |                     |      |              |  |            |         |           |  |              |         |         |  |  |         |         |  |   |       |       |    
|---------------------------- | --------------------------- | ------------------- | ---- | ------------ |  | ---------- | ------- | --------- |  | ------------ | ------- | ------- |  |  | ------- | ------- |  | - | ----- | ----- | ---
|                             |                             |                     |      |              |  |            |         | Long-Term |  |             
|                             |                             |                     |      | Compensation |  |           
|                             |                             | Annual Compensation |      | Awards       |  |           
|                             |                             |                     |      | Securities   |  |           
|                             |                             |                     |      | Bonus        |  | Underlying |         | All Other
|Name and Principal Positions |                             | Year                |      | Salary ($)   |  | ($)(1)     |         | Options   |  | Compensation
|                             |                             |                     |      |              |  |            |         |           |  |             
|Louis DiNardo                |                             |                     | 2003 |              |  | $          | 350,002 |           |  | $            | 240,000 |         |  |  | 300,000 |         |  |   |      |      
|                             | President, Chief Executive  |                     |      | 2002         |  |            |         | 350,000   |  |              |         |        |  |  |         |        |  |   |       |      |    
|                             | Officer and Co-Chairman of  |                     |      | 2001         |  |            |         | 350,002   |  |              |         | 175,000 |  |  |         | 150,000 |  |   |       |      |    
|                             | the Board of Directors      |                     |      |              |  |            |         |           |  |              |         |         |  |  |         |         |  |   |       |       |    
|Geraldine N. Hench           |                             |                     | 2003 |              |  |            | 220,001 |           |  |              | 80,000  |         |  |  | 100,000 |         |  | $ | 5,431 | (5)  
|                             | Vice President, Finance and |                     |      | 2002         |  |            |         | 220,001   |  |              |         |        |  |  |         | 50,000  |  |   |       | 5,331 | (5)
|                             | Administration              |                     |      | 2001         |  |            |         | 220,002   |  |              |         | 50,000  |  |  |         | 50,000  |  |   |       | 5,281 | (5)
|R. Todd Smathers(2)          |                             |                     | 2003 |              |  |            | 221,082 |           |  |              |        |         |  |  | 100,000 |         |  |   |      |      
|                             | Senior Vice President,      |                     |      | 2002         |  |            |         | 225,000   |  |              |         |        |  |  |         | 50,000  |  |   |       |      |    
|                             | Operations                  |                     |      | 2001         |  |            |         | 32,088    |  |              |         |        |  |  |         | 200,000 |  |   |       |      |    
|Davin Lee(3)                 |                             |                     | 2003 |              |  |            | 186,550 |           |  |              | 52,500  |         |  |  | 50,000  |         |  |   | 3,139 | (6)  
|                             | Vice President, Marketing   |                     |      | 2002         |  |            |         | 149,457   |  |              |         | 88,994  |  |  |         | 110,000 |  |   |       | 8,300 | (6)
|                             |                             |                     |      | 2001         |  |            |         | 11,539    |  |              |         |        |  |  |         |        |  |   |       | 612   | (6)
|Steven Bakos(4)              |                             |                     | 2003 |              |  |            | 163,445 |           |  |              | 90,724  |         |  |  | 50,000  |         |  |   | 8,300 | (7)  
|                             | Vice President, Sales       |                     |      | 2002         |  |            |         | 25,736    |  |              |         | 13,462  |  |  |         | 200,000 |  |   |       | 1,108 | (7)
|                             |                             |                     |      | 2001         |  |            |         |          |  |              |         |        |  |  |         |        |  |   |       |      |    



---



|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes bonuses and, for Mr. Lee and
    Mr. Bakos, sales commissions.                                                                                     
|   
|(2) | Mr. Smathers joined Xicor as Senior Vice
    President, Operations on October 10, 2001.                                                                     
|   
|(3) | Mr. Lee joined Xicor as Senior Director of
    Sales for North America on December 3, 2001 and was
    appointed Vice President, Marketing in February 2003.
|   
|(4) | Mr. Bakos joined Xicor as Vice President,
    Sales on October 22, 2002.                                                                                    
|   
|(5) | Represents matching contribution under
    Xicors 401(k) Plan and $4,231 received as payment for
    unused vacation time.                                 
|   
|(6) | Represents matching contributions under
    Xicors 401(k) Plan and auto allowance of $1,939 in 2003,
    $7,200 in 2002 and $554 in 2001.                  
|   
|(7) | Represents matching contribution under
    Xicors 401(k) Plan and auto allowance of $7,200 in 2003
    and $1,108 in 2002.                                 

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Option Grants in Last Fiscal Year

The following table sets forth information
concerning stock options granted to the executive officers named
in the Summary Compensation Table during the year ended
December 31, 2003:

|                   |  |                   |         |                            |  |                         |   |                             |  |                    |      |         |  |  |         |  |  |   |         |  |  |   |           | 
|------------------ |  | ----------------- | ------- | -------------------------- |  | ----------------------- | - | --------------------------- |  | ------------------ | ---- | ------- |  |  | ------- |  |  | - | ------- |  |  | - | --------- | 
|                   |  |                   |         |                            |  |                        
|                   |  | Individual Grants |         |                           
|                   |  |                   |         | Potential Realizable Value
|                   |  | Number of         |         |                            |  | at Assumed Annual Rates
|                   |  | Securities        |         | % of Total                 |  |                         |   | of Stock Price Appreciation
|                   |  | Underlying        |         | Options                    |  | Exercise                |   |                             |  | for Option Term(2)
|                   |  | Options           |         | Granted to                 |  | Price                   |   | Expiration                  |  |                   
|                   |  | Granted (#)       |         | Employees                  |  | ($/Share)               |   | Date                        |  | 5% ($)             |      | 10% ($)
|                   |  |                   |         |                            |  |                         |   |                             |  |                    |      |        
|Louis DiNardo      |  |                   | 150,000 |                            |  |                         | 9 | %                           |  | $                  | 4.50 |         |  |  | 1/20/13 |  |  | $ | 424,504 |  |  | $ | 1,075,776 | 
|                   |  |                   | 150,000 |                            |  |                         | 9 |                             |  |                    | 5.80 |         |  |  | 4/28/13 |  |  |   | 546,949 |  |  |   | 1,385,967 | 
|Geraldine N. Hench |  |                   | 100,000 |                            |  |                         | 6 |                             |  |                    | 5.80 |         |  |  | 4/28/13 |  |  |   | 364,633 |  |  |   | 923,978   | 
|R. Todd Smathers   |  |                   | 100,000 |                            |  |                         | 6 |                             |  |                    | 5.80 |         |  |  | 4/28/13 |  |  |   | 364,633 |  |  |   | 923,978   | 
|Davin Lee          |  |                   | 50,000  |                            |  |                         | 3 |                             |  |                    | 3.68 |         |  |  | 3/16/13 |  |  |   | 115,677 |  |  |   | 293,124   | 
|Steve Bakos        |  |                   | 50,000  |                            |  |                         | 3 |                             |  |                    | 5.80 |         |  |  | 4/28/13 |  |  |   | 182,316 |  |  |   | 461,989   | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | 25% of the shares subject to the option vest one
    year from date of grant and  1/36th of the remaining
    options vest each month thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(2) | The potential realizable value is based on the
    term of the option (10 years) at the date of grant. It is
    calculated by assuming that the stock price on the date of grant
    (which is equal to the exercise price) appreciates at the
    indicated annual rate, compounded annually for the entire term,
    and that the option is exercised and the stock sold on the last
    day of the option term for the appreciated stock price. All
    values are calculated based on SEC regulations and do not
    reflect Xicors estimate of future stock price
    appreciation. Actual gains, if any, are dependent on the future
    performance of Xicors Common Stock.

Option Exercises and Holdings

The following table sets forth certain
information concerning stock option exercises during the year
ended December 31, 2003 by the executive officers named in
the Summary Compensation Table and the number and value of
unexercised options held by each named executive officer at
December 31, 2003:

|                   |  |             |       |             |  |                        |        |                         |  |             |         |               |  |  |         |  |  |   |           |  |  |   |           | 
|------------------ |  | ----------- | ----- | ----------- |  | ---------------------- | ------ | ----------------------- |  | ----------- | ------- | ------------- |  |  | ------- |  |  | - | --------- |  |  | - | --------- | 
|                   |  |             |       |             |  |                        |        |                         |  |            
|                   |  |             |       |             |  | Number of Securities   |        |                        
|                   |  |             |       |             |  | Underlying Unexercised |        | Value of Unexercised   
|                   |  | Number of   |       |             |  | Options Held at        |        | In-the-Money Options at
|                   |  | Shares      |       |             |  | December 31, 2003      |        | December 31, 2003(2)   
|                   |  | Acquired on |       | Value       |  |                        |        |                        
|Name               |  | Exercise    |       | Realized(1) |  | Exercisable            |        | Unexercisable           |  | Exercisable |         | Unexercisable
|                   |  |             |       |             |  |                        |        |                         |  |             |         |              
|Louis DiNardo      |  |             |      |             |  |                        |       |                         |  |             | 543,750 |               |  |  | 506,250 |  |  | $ | 3,612,875 |  |  | $ | 2,966,125 | 
|Geraldine N. Hench |  |             | 3,500 |             |  | $                      | 36,585 |                         |  |             | 174,583 |               |  |  | 165,417 |  |  |   | 1,162,496 |  |  |   | 911,504   | 
|R. Todd Smathers   |  |             |      |             |  |                        |       |                         |  |             | 137,500 |               |  |  | 212,500 |  |  |   | 576,000   |  |  |   | 1,022,000 | 
|David Lee          |  |             |      |             |  |                        |       |                         |  |             | 67,500  |               |  |  | 92,500  |  |  |   | 177,525   |  |  |   | 471,775   | 
|Steven Bakos       |  |             |      |             |  |                        |       |                         |  |             | 58,333  |               |  |  | 191,667 |  |  |   | 488,250   |  |  |   | 1,439,750 | 



---



|    |                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Value represents the difference between the
    closing price of the Common Stock on the date of exercise and
    the exercise price, multiplied by the number of shares acquired
    on exercise.                                                                               
|   
|(2) | Value of unexercised in-the-money options
    represents the difference between the closing price of
    Xicors Common Stock on the last trading day of fiscal year
    2003 and the exercise price of the option, multiplied by the
    number of shares subject to the option.

Change of Control Agreement

We have entered into a Change of Control
Agreement with Geraldine N. Hench, our Vice President, Finance
and Administration, that provides that, in the event we
consummate a merger with Intersil Corporation pursuant to the
Agreement and Plan of Merger dated as of March 14, 2004
between Xicor and Intersil Corporation (and certain related
parties), Ms. Henchs employment with Xicor will be
terminated,

4



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##### Table of Contents



and Ms. Hench will receive severance
benefits consisting of a cash payment of $330,000, a pro-rated
bonus payment of approximately $55,000 through the date of
termination, and acceleration of all of her outstanding,
unvested options, as well as an 11 month extension of the
post-termination exercise period for certain options granted
under the 1990 Incentive and Non-Incentive Stock Option Plan.
Ms. Hench will also be entitled to a full tax gross up for
any excise taxes that may be charged to her in connection with
her severance benefits.


Director Compensation

All directors except Louis DiNardo received
$2,040 per month in cash plus expenses.

In 2000, Xicor adopted the 2000 Director Option
Plan (the 2000 Director Plan) that provides for an
initial grant of 25,000 options to new outside directors vesting
in 33 1/3% annual increments commencing one year from date
of grant, and automatic annual grants of 10,000 options vesting
100% one year from date of grant. In 2003, options for
60,000 shares were granted under the 2000 Director plan.
All options expire no later than ten years from date of grant.
All options were granted at 100% of the fair market value of the
stock at the date of grant.

Compensation Committee Interlocks and Insider
Participation

No member of the Compensation Committee was or is
an officer or employee of Xicor or any of its subsidiaries. No
executive officer of Xicor serves as a member of the Board of
Directors or Compensation Committee of any entity which has one
or more executive officers serving as a member of Xicors
Board of Directors or Compensation Committee.






|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management

Ownership by Directors, Management and
Principal Shareholders

The following table contains information required
by applicable rules of the SEC regarding the ownership of our
common stock as of March 11, 2004, by:



| |   |                                                                                          
| | - | -----------------------------------------------------------------------------------------
| |  | the shareholders we know to own more than 5% of
    our outstanding common stock;        
|
| |  | each director;                                                                           
|
| |  | each executive officer and other persons named in
    the Summary Compensation Table; and
|
| |  | all of our directors and executive officers as a
    group;                              

|                                          |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|----------------------------------------- |  | -------- | --------- | - |  | ---------- |  | - | ------- | ---------- |  | ------------ |  |  | --------- |  |  |  | ---- | -
|                                          |  |          |           |   |  | Shares     |  |   |         |            |  |             
|                                          |  |          |           |   |  | Acquirable |  |   |         | Total      |  | Beneficial  
|                                          |  | Shares   |           |   |  | Within     |  |   |         | Beneficial |  | Percent     
|Beneficial Owner(1)                       |  | Owned(2) |           |   |  | 60 Days(3) |  |   |         | Ownership  |  | Ownership(4)
|                                          |  |          |           | + |  |            |  | = |         |            |  |             
|5% Shareholders:                          |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|Franklin
    Resources, Inc.(5)           |  |          | 3,552,556 |   |  |            |  |   | 668,450 |            |  |              |  |  | 4,221,006 |  |  |  | 14.1 | %
|One Franklin Parkway                      |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|San Mateo, CA 94403                       |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|Federated
    Investors, Inc.(6)          |  |          | 2,208,200 |   |  |            |  |   |        |            |  |              |  |  | 2,208,200 |  |  |  | 7.6  | %
|Federated Investors Tower                 |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|Pittsburgh, PA 15222                      |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|The TCW
    Group, Inc.(7)                |  |          | 1,734,066 |   |  |            |  |   |        |            |  |              |  |  | 1,734,066 |  |  |  | 5.9  | %
|865 South Figueroa Street                 |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|Los Angeles, CA 90017                     |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|Wellington Management Company,
    LLP(8) |  |          | 1,437,600 |   |  |            |  |   |        |            |  |              |  |  | 1,437,600 |  |  |  | 4.9  | %
|75 State Street                           |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  
|Boston, MA 02109                          |  |          |           |   |  |            |  |   |         |            |  |              |  |  |           |  |  |  |      |  

5



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##### Table of Contents



|                                                                                                                                  |  |          |         |   |  |            |  |   |           |            |  |              |  |  |           |  |  |  |     |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ------- | - |  | ---------- |  | - | --------- | ---------- |  | ------------ |  |  | --------- |  |  |  | --- | -
|                                                                                                                                  |  |          |         |   |  | Shares     |  |   |           |            |  |             
|                                                                                                                                  |  |          |         |   |  | Acquirable |  |   |           | Total      |  | Beneficial  
|                                                                                                                                  |  | Shares   |         |   |  | Within     |  |   |           | Beneficial |  | Percent     
|Beneficial Owner(1)                                                                                                               |  | Owned(2) |         |   |  | 60 Days(3) |  |   |           | Ownership  |  | Ownership(4)
|                                                                                                                                  |  |          |         | + |  |            |  | = |           |            |  |             
|Directors and Named Executive
    Officers:**                                                                                     |  |          |         |   |  |            |  |   |           |            |  |              |  |  |           |  |  |  |     |  
|Louis DiNardo                                                                                                                     |  |          | 15,000  |   |  |            |  |   | 668,750   |            |  |              |  |  | 683,750   |  |  |  | 2.3 | %
|J. Daniel McCranie                                                                                                                |  |          |        |   |  |            |  |   | 130,000   |            |  |              |  |  | 130,000   |  |  |  | *   |  
|Julius Blank                                                                                                                      |  |          | 42,000  |   |  |            |  |   | 35,250    |            |  |              |  |  | 77,250    |  |  |  | *   |  
|Andrew W. Elder                                                                                                                   |  |          | 25,350  |   |  |            |  |   | 46,500    |            |  |              |  |  | 71,850    |  |  |  | *   |  
|John R. Harrington                                                                                                                |  |          |        |   |  |            |  |   | 18,334    |            |  |              |  |  | 18,334    |  |  |  | *   |  
|Emmanuel T. Hernandez                                                                                                             |  |          | 4,000   |   |  |            |  |   | 45,000    |            |  |              |  |  | 49,000    |  |  |  | *   |  
|Geraldine N. Hench                                                                                                                |  |          | 8,950   |   |  |            |  |   | 208,917   |            |  |              |  |  | 217,867   |  |  |  | *   |  
|R. Todd Smathers                                                                                                                  |  |          |        |   |  |            |  |   | 184,896   |            |  |              |  |  | 184,896   |  |  |  | *   |  
|Davin Lee                                                                                                                         |  |          | 3,400   |   |  |            |  |   | 77,354    |            |  |              |  |  | 80,754    |  |  |  | *   |  
|Steven Bakos                                                                                                                      |  |          | 5,000   |   |  |            |  |   | 88,500    |            |  |              |  |  | 93,500    |  |  |  | *   |  
|All directors and named executive officers as a
    group (10 persons), consisting of 5 officers and
    5 non-employee directors |  |          | 103,700 |   |  |            |  |   | 1,503,501 |            |  |              |  |  | 1,607,201 |  |  |  | 5.2 | %



---



|  |             
|- | ------------
|* | Less than 1%



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | On March 14, 2004, each of our directors and
    executive officers entered into voting agreements with Intersil
    Corporation, pursuant to an Agreement and Plan of Merger dated
    as of March 14, 2004 between Xicor and Intersil
    Corporation, and certain related parties (the Merger
    Agreement), which provide that such stockholders will vote
    all of the shares of Xicor Common Stock beneficially owned by
    them in favor of the proposed merger under the Merger Agreement,
    the Merger Agreement and the transactions contemplated thereby,
    and grant Intersil Corporation an irrevocable proxy with respect
    to such matters. Intersil Corporation does not have any rights
    as a stockholder of Xicor, Inc. pursuant to the voting
    agreements.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Unless otherwise indicated, the address of each
    beneficial owner listed is c/o Xicor, Inc., 933 Murphy
    Ranch Road, Milpitas CA 95035.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(2) | For each person, the Shares Owned
    column may include shares attributable to the person because of
    that persons voting or investment power or other
    relationship. Unless otherwise indicated, each person in the
    table has sole voting and investment power over the shares
    listed. The inclusion in the table of any shares deemed
    beneficially owned does not constitute an admission of
    beneficial ownership of those shares.                                                                                                                                                                                                                                                                                                                                     
|   
|(3) | The number of shares of common stock beneficially
    owned by each person is determined under rules promulgated by
    the Securities and Exchange Commission, or SEC. Under these
    rules, a person is deemed to have beneficial
    ownership of any shares over which that person has (or
    shares) voting or investment power, plus any shares that the
    person may acquire within 60 days, including through the
    exercise of a stock option. Unless otherwise indicated, for each
    person the number in the Shares Acquirable Within 60
    Days column consists of shares covered by stock options
    that may be exercised within 60 days after March 11,
    2004 and shares acquirable under the Employee Stock Purchase
    Plan within 60 days after March 11, 2004.
|   
|(4) | The percent ownership of each shareholder on
    March 11, 2004 is calculated by dividing (1) that
    shareholders total beneficial ownership of shares, by
    (2) 29,191,891 shares plus any shares acquirable by
    that shareholder within 60 days after March 11, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(5) | Based solely on information provided by Franklin
    Resources, Inc. in a Schedule 13G filed with the
    U.S. Securities and Exchange Commission, or SEC, on
    February 9, 2004. Franklin Resources, Inc. has sole
    voting power and sole dispositive power over all shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|    |                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Based solely on information provided by Federated
    Investors, Inc. in a Schedule 13G filed with the SEC
    on February 13, 2004. Federated Investors, Inc. has
    sole voting power and sole dispositive power over all shares.                       
|   
|(7) | Based solely on information provided by The TCW
    Group, Inc. (TCW) in a Schedule 13G filed
    with the SEC on February 9, 2004. TCW has shared voting
    power over 1,597,306 shares and shared dispositive power
    over all shares.              
|   
|(8) | Based solely on information provided by
    Wellington Management Company, LLP (WMC) in a
    Schedule 13G filed with the SEC on February 12, 2004.
    WMC has shared voting power over 750,900 shares and shared
    dispositive power over all shares.

Equity Compensation Plan Information

The information required by this item concerning
our Equity Compensation Plan Information is incorporated by
reference to the information set forth in the section entitled
Equity Compensation Plan Information in
Part II, Item 5, of the Form 10-K for the
period ended December 31, 2003, as filed with the
Securities and Exchange Commission on February 23, 2004.






|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

Other than the director and executive officer
compensation arrangements described above and the transactions
described below, there has not been since the beginning of our
last fiscal year, nor is there currently proposed, any
transaction or series of similar transactions to which we were
or are a party, in which the amount involved exceeds $60,000,
and in which any director, executive officer, holder of more
than 5% of our common stock or any member of the immediate
family of any of these people had or will have a direct or
indirect material interest.

In accordance with SEC Rule 10b5-1, Louis
DiNardo, our President, Chief Executive Officer and Co-Chairman
of the Board of Directors, established a written plan that
provides for the exercise of certain stock options of Xicor
Common Stock and the automatic sale of the underlying shares of
Common Stock in accordance with specific guidelines.

On March 14, 2004, each of our directors and
executive officers entered into voting agreements with Intersil
Corporation, pursuant to an Agreement and Plan of Merger dated
as of March 14, 2004 between Xicor and Intersil
Corporation, and certain related parties (the Merger
Agreement), which provide that such stockholders will vote
all of the shares of Xicor Common Stock beneficially owned by
them in favor of the proposed merger under the Merger Agreement,
the Merger Agreement and the transactions contemplated thereby,
and grant Intersil Corporation an irrevocable proxy with respect
to such matters. Intersil Corporation does not have any rights
as a stockholder of Xicor, Inc. pursuant to the voting
agreements.

Mr. DiNardo has entered into an employment
and severance agreement with Intersil to become Executive Vice
President and General Manager, Standard Linear Products Group,
effective on the closing date of the merger. In this position,
Mr. DiNardo will receive, from time to time, in accordance
with Intersils policies, stock and cash compensation in
accordance with the employment agreement with Intersil including
a base salary of $350,000 per year and a guaranteed bonus of
$350,000 in the first year. Mr. DiNardo will also receive a
grant of options to purchase 300,000 shares of Intersil
Class A common stock at an exercise price equal to the
closing price of Intersil Class A common stock on the closing
date of the merger, with such options vesting at a rate of 25%
on the first anniversary of his employment by Intersil, and
6.25% quarterly thereafter, as well as other equity incentive
grants consistent with Intersils executive compensation
policies. Mr. DiNardo will be entitled to receive
separation benefits in the event of termination without cause or
involuntary termination equal to a lump sum payment of
12 months of base salary, a pro-rata share of his bonus
through the date of termination, and the lesser of
12 months or the remaining term of the applicable option
grant in which to exercise his outstanding vested options. In
addition, if Mr. DiNardo is terminated involuntarily or
without cause within 12 months of the start of his
employment with Intersil, he will be entitled to continued
welfare benefits for a period of 12 months after his date
of termination.

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##### Table of Contents



Mr. DiNardo also entered into an Executive
Change in Control Severance Benefits Agreement with Intersil
which provides that, if within 12 months following a change
of control of Intersil: (i) his employment is involuntarily
terminated without cause, or (ii) he terminates his
employment for good reason, Mr. DiNardo will receive, in
addition to his salary and target cash bonus pro-rated through
the date of termination: (a) a lump sum severance payment
equal to 12 months of his base salary as in effect
immediately prior to the change in control, plus (b) a lump
sum severance payment of his projected or estimated target
annual cash incentive bonus for the fiscal year in which
termination of his employment occurs, (c) up to
12 months of welfare benefits plus a full gross up of any
tax liability that Mr. DiNardo incurs as a result of the
welfare benefits coverage, and (d) reimbursement by
Intersil of any excise taxes owed by him due to the foregoing
payments and any option acceleration Mr. DiNardo may be
entitled to under that agreement or the terms of his option
grants. In addition, under that agreement and Intersils
equity compensation plan and related stock option agreements,
all stock options and restricted stock held by Mr. DiNardo
will become fully vested and exercisable by him for a period
equal to the shorter of 24 months or the remaining term of
the option.






|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accountant Fees and
    Services

Accounting Fees

The following table shows the fees for the audit
and other services provided by PricewaterhouseCoopers LLP
(PWC) for fiscal years 2003 and 2002:

|                      |       |             |         |         |  |   |         |         | 
|--------------------- | ----- | ----------- | ------- | ------- |  | - | ------- | ------- | 
|                      |       |            
|                      |       | Fiscal Year
|                      |       |            
|                      |       | 2003        |         | 2002   
|                      |       |             |         |        
|Audit Fees(1)         |       | $           | 173,000 |         |  | $ | 159,000 |        
|Audit-Related Fees(2) |       |             | 67,000  |         |  |   | 36,000  |        
|Tax Fees(3)           |       |             | 41,000  |         |  |   | 5,000   |        
|All Other Fees        |       |             |        |         |  |   |        |        
|                      |       |             |         |         |  |   |         |        
|                      | Total |             | $       | 281,000 |  |   | $       | 200,000 | 
|                      |       |             |         |         |  |   |         |        



---



|    |                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These are fees for professional services
    performed by PWC for the audit of Xicors annual financial
    statements and review of financial statements included in
    Xicors quarterly reports on Form 10-Q, and services
    that are normally provided in connection with statutory and
    regulatory filings or engagements.
|   
|(2) | These are fees for professional services
    performed by PWC with respect to accounting consultations in
    connection with acquisitions and the repurchase of our
    convertible subordinated notes.                                                                                                                             
|   
|(3) | These are fees for professional services
    performed by PWC with respect to tax compliance (including
    preparation of original tax returns for Xicor), tax advice and
    tax planning.                                                                                                                                         

Policy on Audit Committee Pre-Approval of
Audit and Permissible Non-Audit Services of Independent
Auditors

The Audit Committees policy is to
pre-approve all audit and permissible non-audit services
provided by the independent auditors. These services may include
audit services, audit-related services, tax services and other
services. Pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific
budget. Since the May 6, 2003 effective date of the SEC
rules stating that an auditor is not independent of an audit
client if the services it provides to the client are not
appropriately approved, each new engagement of PWC was approved
in advance by the Audit Committee, and none of those engagements
made use of the de minimisexception to pre-approval
contained in the SECs rules.

8



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##### Table of Contents






PART IV






|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K

(a) The following document is filed as a
part of this report:



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | (3) Exhibits.The exhibit listed in the accompanying Index to Exhibits is
    filed as part of this amendment to the Annual Report.

9



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this Amendment No. 1 to the Annual Report
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on the
26th day of March 2004.



| |           
| | ----------
| | XICOR, INC
| | Registrant



| |    |                  
| | -- | -----------------
| | By | /s/ LOUIS DINARDO

| |                                          
| | -----------------------------------------
| |                                          
| | Louis DiNardo                            
| | Co-Chairman of the Board,                
| | President and Chief Executive
    Officer
| | (Principal Executive Officer)            

Pursuant to the requirements of the Securities
Exchange Act of 1934, this amendment has been signed below by
the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

|                                         |  |                                                                                                                                               |  |                |  | 
|---------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | 
|                                         |  |                                                                                                                                               |  |               
|Signature                                |  | Title                                                                                                                                         |  | Date          
|                                         |  |                                                                                                                                               |  |               
|                                        
|*(J. Daniel McCranie)                    |  | Co-Chairman of the Board                                                                                                                      |  | March 26, 2004
|                                        
|/s/ LOUIS DINARDOLouis DiNardo           |  | Co-Chairman of the Board, President and Chief
    Executive Officer (Principal Executive Officer)                                             |  | March 26, 2004
|                                        
|*(Julius Blank)                          |  | Director                                                                                                                                      |  | March 26, 2004
|                                        
|*(Andrew W. Elder)                       |  | Director                                                                                                                                      |  | March 26, 2004
|                                        
|*(John R. Harrington)                    |  | Director                                                                                                                                      |  | March 26, 2004
|                                        
|*(Emmanuel Hernandez)                    |  | Director                                                                                                                                      |  | March 26, 2004
|                                        
|/s/ GERALDINE N. HENCHGeraldine N. Hench |  | Vice President, Finance and Administration and
    Chief Financial Officer (Principal Financial Officer and
    Principal Accounting Officer) |  | March 26, 2004
|                                        
|*By:                                     |  | /s/ LOUIS DINARDO(Louis DiNardo)Attorney-in-Fact                                                                                              |  |                |  | 

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##### Table of Contents






XICOR, INC.

INDEX TO EXHIBITS

Item 15(a)(3)


|        |       |             |  |                                                                                                                    
|------- | ----- | ----------- |  | -------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 10.11 |             |  | Change of Control Agreement, dated as of
    March 12, 2004, by and between Xicor, Inc. and
    Geraldine N. Hench.
|        | 23.   |             |  | Consent of PricewaterhouseCoopers LLP.                                                                             

11