SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A



(Mark One)



|  |  |                                                                                     
|- |  | ------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year
ended December 31, 2004



OR



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



For the transition
period ____________ to __________



Commission File
Number: 001-13748



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ZiLOG, INC.

(Exact name of
Registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 13-3092996                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                         |  |           
|---------------------------------------- |  | ----------
|532 Race Street, San Jose, CA            |  | 95126     
|(Address of principal executive offices) |  | (Zip Code)



Registrants
telephone number, including area code: (408) 558-8500



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

NONE



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

Common Stock, $0.01 per share par value



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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 ̈



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. ̈



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



The aggregate market value of Common Stock held by non-affiliates of
the Registrant as of June 25, 2004, was approximately $135,416,000 based on the closing sale price for shares of the Registrants Common Stock as reported on the NASDAQ National Market. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other
purposes.



Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ̈



At March 1, 2005, 16,249,432 of the Registrants Common Stock were outstanding.



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Explanatory Note



ZiLOG Inc. (the Company) is filing this Amendment to Form 10-K for the year ended December 31, 2004, filed
with the Securities and Exchange Commission on March 31, 2005 (the Original Filing) in order to amend in their entirety Item 5, Market for Registrants Common Equity, and Related Stockholder Matters and Issuers Purchases
of Equity Securities, Item 11, Executive Compensation, and Item 12, Security Ownership of Certain Beneficial Owners and Management. Subsequent to the Original Filing, the Companys management determined that it had inadvertently
omitted to disclose in the Original Filing grants of options to purchase 160,000 and 45,884 shares of common stock at exercise prices of $12.44 and $5.20 per share, respectively, granted to its Chief Executive Officer. These options were granted on
April 29, 2004 and May 12, 2004 and duly reflected in the Companys board minutes. Form 4s with respect to such options were timely filed on May 3, 2004 and May 14, 2004. The Company has experienced net losses for the
periods since the date of these option grants. Accordingly, these options were anti-dilutive and as such, would have been excluded from the determination of the Companys weighted average shares and net loss per share computations. The impact
of these omissions was not material to the Companys financial condition or results of operations for any of the affected periods. The Company also identified that a footnote to the beneficial ownership table in the Companys Proxy
Statement incorrectly stated that 114,710 shares which are issuable upon exercise of stock options held by the Companys Chief Executive Officer were unvested. The beneficial ownership table correctly reflected that since such options would
have vested within 60 days of April 11, 2005, the date of the information in the table, the shares were beneficially owned as of April 11, 2005.



No other information contained in the Original Filing is being amended hereby. All information in the Original Filing, as amended by this Form 10-K/A,
speaks as of the date of the Original Filing and does not reflect any subsequent information or events, except as presented in this Form 10-K/A and except for Exhibits 31.01 and 31.02.



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PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ----------------------------------------------------------------------------------------------------------------



On December 17,2003, the 2004 Omnibus Stock Incentive Plan (the 2004 Plan)
was adopted by the compensation committee of our board of directors and approved by our stockholders on February 12, 2004. The 2004 Plan became effective on March 10, 2004. The committee may grant incentive stock options (ISO),
non-statutory stock options (NSO) or restricted shares to certain employees, officers, directors, advisors and consultants who may purchase up to 1,500,000 shares of our common stock, par value $0.01 per share under the 2004 Plan.



On December 17, 2003, the 2004 Employee Stock Purchase Plan (2004
ESPP) was adopted by the compensation committee of our board of directors and approved by our stockholders on February 12, 2004. The 2004 ESPP became effective on May 15, 2004. A total of 1,250,000 shares of common stock have been
reserved for issuance under the 2004 ESPP to eligible employees. At December 31, 2004 a total of 52,217 shares of our common stock have been purchased under the 2004 ESPP, leaving a total of 1,197,783 shares available to be purchased.



On February 18, 2004, the Board of Directors approved a reverse stock
split in which every two shares of common stock was converted into one share of common stock, effective March 1, 2004. All common shares and per-share figures presented herein have been retroactively restated to reflect this one-for-two reverse
stock split. In addition, we reclassified $200,000 from Common stock to Additional paid-in capital in the Companys balance sheet at both December 31, 2003 and 2002.



On March 12, 2004, our common stock was listed for trading on the NASDAQ National Market
with a ticker symbol of ZILG. On March 18, 2004, and subsequently April 6, 2004 through exercise of over allotment, we raised approximately $24.4 million through the sale of 2,252,100 shares of our common stock at a price of $12.50 per
share in a public offering of our stock. Subsequent to our May 2002 financial restructuring and prior to our March 2004 stock offering, our stock was traded on the OTC-Bulletin board.



PRICE RANGE OF COMMON STOCK



Our Common Stock



Our common stock commenced trading on the NASDAQ National Market on March 12, 2004 under the symbol ZILG. Previously, our common stock traded on the Over-the-Counter Bulletin Board. The following
table sets forth the high and low last trading prices by quarter on the Over-the-Counter Bulletin Board or the NASDAQ National Market (as adjusted to give effect to our reverse stock split), as applicable.



|               |  |      |       |     |   |      
|-------------- |  | ---- | ----- | --- | - | -----
|               |  | High |       | Low
|2003           |  |      |       |     |   |      
|First Quarter  |  | $    | 6.40  |     | $ | 3.38 
|Second Quarter |  | $    | 6.96  |     | $ | 3.32 
|Third Quarter  |  | $    | 8.00  |     | $ | 5.62 
|Fourth Quarter |  | $    | 11.68 |     | $ | 6.70 
|               |  |     
|2004           |  |      |       |     |   |      
|First Quarter  |  | $    | 14.98 |     | $ | 10.44
|Second Quarter |  | $    | 13.85 |     | $ | 8.77 
|Third Quarter  |  | $    | 10.96 |     | $ | 7.35 
|Fourth Quarter |  | $    | 8.00  |     | $ | 5.10 



EQUITY COMPENSATION
PLAN INFORMATION



The following is a summary of the shares reserved for
issuance pursuant to outstanding options, rights or warrants granted under our equity compensation plans as of December 31, 2004:



|                                                             |  |                                                                                          |  |                                                                          |      |                                                                                                                                        |        
|------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | -------------------------------------------------------------------------------------------------------------------------------------- | -------
|Plan Category                                                |  | Number of securities to beissued upon exercise ofoutstanding options,warrants and rights |  | Weighted-averageexercise price ofoutstanding options,warrants and rights |      | Number of securitiesremaining available for futureissuance under equitycompensation plans(excluding securities reflectedin
Column (a))
|Equity compensation plans approved by security holders (1&2) |  | 2,206,411                                                                                |  | $                                                                        | 7.59 |                                                                                                                                        | 993,886
|Equity compensation plans not approved by security holders   |  | __                                                                                       |  |                                                                          | __   |                                                                                                                                        | __     
|                                                             |  |                                                                                          |  |                                                                          |      |                                                                                                                                        |        
|Total                                                        |  | 2,206,411                                                                                |  | $                                                                        | 7.59 |                                                                                                                                        | 993,886
|                                                             |  |                                                                                          |  |                                                                          |      |                                                                                                                                        |        

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|(1) | The ZiLOG 2002 Omnibus Stock Incentive Plan was originally approved under the terms of our plan of reorganization on May 13, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(2) | The ZiLOG 2004 Omnibus Stock Incentive Plan was approved by stockholders on February 12, 2004.
|--- | ----------------------------------------------------------------------------------------------



See Note 17 of the notes to the consolidated financial statements for a discussion of related party transactions. As of December 31,
2004, we had approximately 8 holders of record of our common stock. We have not paid any dividends and currently intend to retain any future earnings for investment in our business. We may be restricted from paying any cash dividends on our common
stock by the terms of the agreement governing our senior secured revolving credit facility, as described under the section entitled Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and
Capital Resources.



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PART III



MANAGEMENT



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Summary Compensation Table



The following table sets forth the compensation earned by our Chief Executive Officer and the three other most highly compensated executive officers who were serving as
executive officers as of December 31, 2004 and who earned salary and bonus in excess of $100,000 in 2004, (collectively, the Named Executive Officers):



|                                                                      |  |                     |  |                       |                               |       |                   |     |                          |   |                                     |  |                          |  |   |                 |    
|--------------------------------------------------------------------- |  | ------------------- |  | --------------------- | ----------------------------- | ----- | ----------------- | --- | ------------------------ | - | ----------------------------------- |  | ------------------------ |  | - | --------------- | ---
|                                                                      |  | Annual Compensation |  |                       | Long-Term Compensation Awards |      
|Name and Principal Position                                           |  | Year                |  | Salary                |                               | Bonus |                   |     | RestrictedStockAwards(1) |   | SecuritiesUnderlyingOptions/SARs(#) |  | All OtherCompensation(2) | 
|James M. Thorburn Chairman and Chief Executive Officer                |  | 200420032002        |  | 570,793688,931769,235 |                               | $     | 500126,927800,730 | (3) |                          | $ | 485,279                           |  | 435,304114,709104,570    |  | $ | 3,0753,0003,000 |    
|                                                                      |  |                     |  |                       |                               |      
|Bruce Diamond(4) Executive Vice President and Chief Operating Officer |  | 200420032002        |  | 300,000281,53840,385  |                               |       | 35,9382,175      |     |                          |   |                                   |  | 60,000175,000           |  |   |              |    
|                                                                      |  |                     |  |                       |                               |      
|Perry J. Grace Vice President, Chief Financial Officer & Secretary    |  | 200420032002        |  | 240,390213,750225,000 |                               |       | 5,30128,21199,378 | (5) |                          |   | 550,000                           |  | 50,00045,000            |  |   |              |    
|                                                                      |  |                     |  |                       |                               |      
|Ramesh G. Ramchandani Executive Vice President of Marketing           |  | 2004                |  | 137,309               |                               |       | 65,120            | (7) |                          |   |                                    |  | 160,000                  |  |   | 115,220         | (8)

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|(1) | Represents gain on purchase of restricted stock, which is calculated as the excess of fair market value over the purchase price. During 2003, the Named Executive Officers were not
granted any shares of restricted stock. In 2002, Mr. Thorburn was granted 88,232 shares of restricted stock and Mr. Grace was granted 100,000 shares of restricted stock. Mr. Graces 2002 grant is now fully vested.
Mr. Thorburns grant was fully vested on the grant date. As of December 31, 2004, the Named Executive Officers held the following number of shares of restricted stock: Mr. Thorburn, 58,233 and Mr. Grace, 100,000. The value
of restricted stock held by the Named Executive Officers (calculated as the fair market value of the shares on December 31, 2004 net of the purchase price) as of December 31, 2004 was as follows: Mr. Thorburn, $464,699 and
Mr. Grace, $798,000. Holders of restricted stock are entitled to receive dividends thereon, although we do not currently intend to issue any dividends.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Unless otherwise indicated, amounts represent our matching contributions to the 401(k) plan.
|--- | --------------------------------------------------------------------------------------------



|(3) | Includes a sign-on bonus of $650,000.
|--- | -------------------------------------



|(4) | Mr. Diamond commenced employment with us in November, 2002.
|--- | -----------------------------------------------------------



|(5) | Includes a retention bonus of $67,500 for Mr. Grace.
|--- | ----------------------------------------------------



|(6) | Mr. Ramchandani commenced employment with us in July, 2004.
|--- | -----------------------------------------------------------



|(7) | Includes a sign-on bonus of $65,000.
|--- | ------------------------------------



|(8) | Includes a relocation award of $112,751 and our matching contribution to the 401(k) plan of $2,469.
|--- | ---------------------------------------------------------------------------------------------------



Aggregated Option Grants in Last Fiscal Year



The following table sets forth further information regarding option grants to each of our Named Executive Officers during 2004. In
accordance with the rules of the Securities and Exchange Commission, the table sets forth the hypothetical gains or option spreads that would exist for the options at the end of their respective ten-year terms; they do not reflect our
estimation of future stock-price growth of the shares of our common stock. These gains are based on assumed rates of annual compound stock price, and appreciation of 5% and 10% from the date the option was granted to the end of the option terms.



|                      |  |                                                 |     |                                                                                      |                                                                |   |  |                         |       |                |          |    |           |     |          
|--------------------- |  | ----------------------------------------------- | --- | ------------------------------------------------------------------------------------ | -------------------------------------------------------------- | - |  | ----------------------- | ----- | -------------- | -------- | -- | --------- | --- | ---------
|                      |  | Individual Grants                               |     | Potential RealizableValue atAssumed Annual Rates of PriceAppreciation forOption Term
|                      |  | Number ofSecuritiesUnderlyingOption/SARsGranted |     |                                                                                      | Percent of TotalOptions/ SARsGranted toEmployees inFiscal Year |   |  | ExercisePrice ($/Share) |       | ExpirationDate |          | 5% |           | 10%
|James M. Thorburn     |  | 160,000                                         | (2) |                                                                                      |                                                               | % |  | $                       | 12.44 |                | 4/29/14  |    | 1,251,752 |     | 3,172,185
|James M. Thorburn     |  | 275,304                                         | (1) |                                                                                      |                                                               |   |  | $                       | 5.20  |                | 5/12/14  |    | 3,227,723 |     | 5,987,582
|Bruce Diamond         |  | 50,000                                          | (2) |                                                                                      |                                                               |   |  |                         | 12.44 |                | 4/29/14  |    | 391,172   |     | 991,308  
|Bruce Diamond         |  | 10,000                                          | (3) |                                                                                      |                                                               |   |  |                         | 6.20  |                | 11/18/14 |    | 38,991    |     | 98,812   
|Perry J. Grace        |  | 50,000                                          | (2) |                                                                                      |                                                               |   |  |                         | 12.44 |                | 4/29/14  |    | 391,172   |     | 991,308  
|Ramesh G. Ramchandani |  | 160,000                                         | (2) |                                                                                      |                                                               |   |  |                         | 9.30  |                | 7/16/14  |    | 935,795   |     | 2,371,489

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|(1) | Option becomes vested and exercisable as to 50% of the grant on the grant date, and as to 100% of the grant on the first anniversary of the grant date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Option becomes vested and exercisable as to 25% of the grant on the first anniversary of the grant date, and as to 100% of the grant on the fourth anniversary of the grant date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Option was fully vested and exercisable on the date of grant.
|--- | -------------------------------------------------------------



Unless the options are assumed or equivalent awards or rights are substituted for, the unvested options shall become fully vested and exercisable as of the date of a
change in control of our company, as defined in the applicable stock plan.



Aggregated Option Exercises in the Last Fiscal Year and Option Values at December 31, 2004



The following table provides information regarding the aggregate option exercises and fiscal year-end option values for each of our Named Executive Officers for the year
ended December 31, 2004. Also reported are values of unexercised in-the-money options, which represent the positive spread between the respective exercise prices of outstanding stock options and the fair value of our common stock on
December 31, 2004, which was determined by our Board of Directors to be $8.00 per share based on the closing price of our common stock quoted on the NASDAQ National Market on that date



|                      |  |                                |  |                   |   |                                                                         |         |                                                               |         |               |   |         |  |   |        
|--------------------- |  | ------------------------------ |  | ----------------- | - | ----------------------------------------------------------------------- | ------- | ------------------------------------------------------------- | ------- | ------------- | - | ------- |  | - | -------
|                      |  | Acquired Shareson Exercise (#) |  | Value Realized($) |   | Number of Securities UnderlyingUnexercised Options at FiscalYear End(#) |         | Value of UnexercisedIn-The-Money Options atFiscal Year End($)
|Name                  |  |                                |  | Exercisable       |   | Unexercisable                                                           |         | Exercisable                                                   |         | Unexercisable
|James M. Thorburn     |  |                               |  | $                 |  |                                                                         | 280,159 |                                                               | 344,424 |               | $ | 951,085 |  | $ | 494,079
|Bruce Diamond         |  |                               |  |                   |  |                                                                         | 109,166 |                                                               | 125,834 |               |   | 154,791 |  |   | 90,709 
|Perry J. Grace        |  |                               |  |                   |  |                                                                         | 15,000  |                                                               | 80,000  |               |   | 37,200  |  |   | 74,400 
|Ramesh G. Ramchandani |  |                               |  |                   |  |                                                                         |        |                                                               | 160,000 |               |   |        |  |   |       



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------



The following table sets forth certain information regarding the ownership of our common stock as of April 11, 2005, except that with respect to five percent
shareholders the information is based on the most current publicly available information, by: (a) each director and nominee for director named in Proposal 1Election of Directors; (b) each of the executive officers and
individuals named in the Summary Compensation Table; (c) all of our executive officers and directors as a group; and (d) all those known by us to be beneficial owners of more than five percent of our common stock.



Unless otherwise indicated, the address of each beneficial owner listed below is c/o ZiLOG,
Inc., 532 Race Street, San Jose, California 95126. The column labeled Number of Shares Beneficially Owned  in the table below includes the number of shares issuable upon the exercise of options that are exercisable within sixty
(60) days of April 11, 2005. Asterisks represent beneficial ownership of less than 1% of our common stock.



|                                                                                   |  |                           |       |  |                      |   
|---------------------------------------------------------------------------------- |  | ------------------------- | ----- |  | -------------------- | --
|                                                                                   |  | Shares Beneficially Owned |      
|Beneficial Owner                                                                   |  | Number of Shares          |       |  | Percentage Ownership |   
|Five Percent Shareholders                                                          |  |                           |       |  |                      |   
|Capital Research and Management Company(2),(3)                                     |  | 2,660,000                 |       |  | 16.3                 | % 
|UBS Willow Management(4),(5)                                                       |  | 1,919,039                 |       |  | 11.8                 | % 
|Franklin Resources, Inc.                                                           |  | 1,391,400                 |       |  | 8.6                  | % 
|Babson Capital Management LLC                                                      |  | 1,044,900                 |       |  | 6.4                  | % 
|Litespeed Management LLC                                                           |  | 1,011,248                 |       |  | 6.2                  | % 
|                                                                                   |  |                          
|Executive Officers and Directors                                                   |  |                           |       |  |                      |   
|Robin A. Abrams                                                                    |  | 5,393                     | (6)   |  | *                    |   
|Joseph Colonnetta                                                                  |  | 26,577                    | (7)   |  | *                    |   
|David G. Elkins                                                                    |  | 8,285                     | (8)   |  | *                    |   
|Federico Faggin                                                                    |  | 155,434                   | (9)   |  | *                    |   
|Richard L. Sanquini                                                                |  | 29,909                    | (10)  |  | *                    |   
|Ramesh G. Ramchandani                                                              |  | 1,500                     |       |  | *                    |   
|Perry Grace                                                                        |  | 132,350                   | (11)* |  |                      |   
|James M. Thorburn                                                                  |  | 503,062                   | (12)  |  | [3.1                 | %]
|Bruce Diamond                                                                      |  | 132,553                   | (13)  |  | *                    |   
|All executive officers and directors, as a group, as of April 11, 2005 (9 persons) |  | 995,063                   | (14)  |  | [6.1                 | %]

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|(1) | In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are
currently exercisable or will become exercisable within 60 days after April 11, 2005 are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Percentage of
beneficial ownership is based on 16,269,481 shares of our common stock outstanding as of April 11, 2005. Unless otherwise indicated in the footnotes below, the persons and entities named in this table have sole voting and investment power with
respect to all shares beneficially owned, subject to community property laws where applicable.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | 333 South Hope Street55th Floor, Los Angeles, CA 90071, Attn: Michael J. Downer.
|--- | ---------------------------------------------------------------------------------



|(3) | Capital Research and Management Company acts as investment advisor, registered under Section 203 of the Investment Advisors Act, to each of the following record holders of the
shares of common stock: (i) American High Income Trust, which owns 1,140,500 shares; (ii) The Bond Fund of America, which owns 879,000 shares; (iii) The Income Fund of America, which owns 455,000 shares; (iv) American Funds
Insurance Series, High-Income Bond Fund, which owns 153,000 shares; and (v) American Funds Insurance Series, Bond Fund, which owns 2,500 shares. Capital Research and Management Company and the respective record holders may be deemed to have
shared beneficial ownership of these shares. Each of these record holders is a mutual fund registered under the Investment Company Act of 1940.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | c/o UBS Financial Services Inc., 1285 Avenue of the Americas, 18th Floor, New York, NY 10019.
|--- | ---------------------------------------------------------------------------------------------



|(5) | UBS Willow Management, L.L.C. acts as investment advisor to UBS Willow Fund L.L.C., record holder of these shares of common stock. UBS Willow Fund, L.L.C., Bond Street Capital,
L.L.C., UBS Willow Management, L.L.C., UBS Fund Advisor, L.L.C., PW Alternative Asset Management, Inc. and Sam S. Kim may be deemed to have shared beneficial ownership of 1,919,039 shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

|(6) | 2,893 of these shares are restricted shares of common stock.
|--- | ------------------------------------------------------------



|(7) | 11,142 of these shares are restricted shares of common stock.
|--- | -------------------------------------------------------------



|(8) | 5,785 of these shares are restricted shares of common stock.
|--- | ------------------------------------------------------------



|(9) | 83,642 of these shares are restricted shares of common stock.
|--- | -------------------------------------------------------------



|(10) | 10,020 of these shares are restricted shares of common stock.
|---- | -------------------------------------------------------------



|(11) | 100,000 of these shares are restricted shares of common stock.
|---- | --------------------------------------------------------------



|(12) | Includes (i) fully-vested option to purchase 94,709 shares granted on April 24, 2003; (ii) vested options to purchase 40,000 shares out of 160,000 shares granted
April 29, 2004; and (iii) vested options to purchase 275,304 shares granted on May 12, 2004.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(13) | Includes fully-vested option to purchase 10,000 shares granted on November 18, 2004.
|---- | ------------------------------------------------------------------------------------



|(14) | 271,715 of these shares are subject to the Companys right of repurchase upon termination of employment with the Company, which right lapses over time; includes 562,869
beneficially owned options.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Section 16 Beneficial
Ownership Reporting Compliance



Section 16(a) of the Exchange Act
requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and
other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.



To the Companys knowledge, based solely on a review of the copies of such reports furnished to the Company and representations that no
other reports were required, during the fiscal year ended December 31, 2004, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with, except as set forth
below. Messrs. Colonnetta, Sanquini, and Faggin did not file timely reports in connection with common stock that was granted pursuant to the ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan and options to buy common stock, which occurred in January
2004.



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PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
|-------- | ---------------------------------------------------------------



Signatures



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 5th day of August, 2005.



ZiLOG, INC.By:

/S/    JAMES M.
THORBURNJames M. Thorburn Chairman and Chief Executive Officer