<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 10-Q

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

                  For the quarterly period ended March 30, 1997

                                       OR

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

           For the transition period from _____________to_____________

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

                          Commission File Number 0-9653

                                   XICOR, INC.
             (Exact name of registrant as specified in its charter)

           California                                        94-2526781
(State or other jurisdiction of                           (I.R.S.Employer
incorporation or organization)                           Identification No.)

1511 Buckeye Drive, Milpitas, California                       95035
(Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (408) 432-8888

       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 [ ]

                 NUMBER OF SHARES OUTSTANDING AT MARCH 30, 1997
                                   18,902,502
<PAGE>   2


                                   XICOR, INC.

                                    FORM 10-Q

                          QUARTER ENDED MARCH 30, 1997



                                      INDEX



                                                                           PAGE
PART I:  FINANCIAL INFORMATION

         ITEM 1.        FINANCIAL STATEMENTS

                        Consolidated Balance Sheets at March 30, 1997         1
                        and December 31, 1996

                        Consolidated Statements of Operations for the three   2
                        months ended March 30, 1997 and March 31, 1996

                        Consolidated Statements of Cash Flows for the three   3
                        months ended March 30, 1997 and March 31, 1996

                        Notes to Consolidated Financial Information           4

         ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     5
                        CONDITION AND RESULTS OF OPERATIONS


PART II: OTHER INFORMATION

         ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.                     9

SIGNATURES                                                                    9







                                       -i-

<PAGE>   3

PART I:     FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                                   XICOR, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                   March 30,      December 31,
                                                      1997           1996
                                                -------------   -------------
                                                 (Unaudited)
<S>                                             <C>             <C>          
Current assets:
  Cash and cash equivalents                     $  20,888,000   $  20,414,000
  Short-term investments                           17,973,000      21,159,000
  Accounts receivable                              13,108,000      11,611,000
  Inventories                                      22,201,000      19,354,000
  Prepaid expenses and other current assets         1,154,000       1,384,000
                                                -------------   -------------
               Total current assets                75,324,000      73,922,000

Property, plant and equipment,
  at cost less accumulated depreciation            38,214,000      33,992,000
Other assets                                          269,000         300,000
                                                -------------   -------------
                                                $ 113,807,000   $ 108,214,000
                                                =============   =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                              $  10,834,000   $   9,979,000
  Accrued expenses                                  7,083,000       7,216,000
  Deferred income on shipments to distributors     14,670,000      13,725,000
  Current portion of long-term obligations          6,009,000       5,868,000
                                                -------------   -------------
               Total current liabilities           38,596,000      36,788,000
                                                -------------   -------------
Long-term obligations                              15,157,000      13,469,000
                                                -------------   -------------
Shareholders' equity:
  Preferred stock; 5,000,000 shares authorized             --              --
  Common stock; 75,000,000 shares authorized;
    18,902,502 and 18,873,252 shares 
    outstanding                                   123,609,000     123,522,000
  Accumulated deficit                             (63,555,000)    (65,565,000)
                                                -------------   -------------
                                                   60,054,000      57,957,000
                                                -------------   -------------
                                                $ 113,807,000   $ 108,214,000
                                                =============   =============

</TABLE>

          See accompanying notes to consolidated financial information

                                       -1-


<PAGE>   4



                                   XICOR, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                 March 30, 1997   March 31, 1996
                                                 --------------   --------------
<S>                                               <C>              <C>         
Net sales                                         $ 29,513,000     $ 28,642,000
Cost of sales                                       17,718,000       17,771,000
                                                  ------------     ------------
  Gross profit                                      11,795,000       10,871,000
                                                  ------------     ------------

Operating expenses:
  Research and development                           4,613,000        3,460,000
  Selling, general and administrative                5,158,000        4,651,000
                                                  ------------     ------------
                                                     9,771,000        8,111,000
                                                  ------------     ------------

Income from operations                               2,024,000        2,760,000
Interest expense                                      (410,000)        (234,000)
Interest income                                        502,000          473,000
                                                  ------------     ------------

Income before income taxes                           2,116,000        2,999,000
Provision for income taxes                             106,000          120,000
                                                  ------------     ------------

Net income                                        $  2,010,000     $  2,879,000
                                                  ============     ============

Net income per common share                       $        .10     $        .15
                                                  ============     ============
                                                                            

Average common shares and equivalents               19,683,000       19,429,000
                                                  ============     ============
</TABLE>




          See accompanying notes to consolidated financial information









                                       -2-

<PAGE>   5



                                   XICOR, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                 March 30, 1997   March 31, 1996
                                                 --------------   --------------
<S>                                                 <C>            <C>         
Cash flows from operating activities:
Net income                                          $  2,010,000   $  2,879,000
  Adjustments to reconcile net income to
    cash provided by operating activities:
      Depreciation and amortization                    2,669,000      1,761,000
      Changes in assets and liabilities:
        Accounts receivable                           (1,497,000)    (2,332,000)
        Inventories                                   (2,847,000)      (930,000)
        Prepaid expenses and other current assets        230,000       (626,000)
        Other assets                                      31,000        (48,000)
        Accounts payable and accrued expenses            722,000       (336,000)
        Deferred income on shipments to distributors     945,000      2,837,000
                                                    ------------   ------------
Net cash provided by operating activities              2,263,000      3,205,000
                                                    ------------   ------------

Cash flows from investing activities:
  Investments in plant and equipment, net             (3,643,000)    (1,209,000)
  Purchases of short-term investments                 (6,097,000)   (11,377,000)
  Maturities of short-term investments                 9,283,000     11,355,000
                                                    ------------   ------------
Net cash used for investing activities                  (457,000)    (1,231,000)
                                                    ------------   ------------

Cash flows from financing activities:
  Repayments of long-term obligations                 (1,419,000)    (1,011,000)
  Proceeds from sale of common stock to employees         87,000         72,000
                                                    ------------   ------------
Net cash used for financing activities                (1,332,000)      (939,000)
                                                    ------------   ------------

Increase in cash and cash equivalents                    474,000      1,035,000
Cash and cash equivalents at beginning of year        20,414,000     17,259,000
                                                    ------------   ------------
Cash and cash equivalents at end of quarter         $ 20,888,000   $ 18,294,000
                                                    ============   ============

Supplemental information:
Cash paid for:
  Interest expense                                  $    410,000   $    234,000
  Income taxes                                            59,000         68,000
Equipment acquired pursuant to long-term obligations   3,248,000      8,147,000
</TABLE>

          See accompanying notes to consolidated financial information

                                       -3-


<PAGE>   6



                                    XICOR
                 NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 (unaudited)

Note 1 - The Company:

        In the opinion of management, all adjustments necessary for a fair
statement of the results of the interim periods presented (consisting only of
normal recurring adjustments) have been included. These financial statements,
notes and analyses should be read in conjunction with Xicor's Annual Report on
Form 10-K for the year ended December 31, 1996 filed with the Securities and
Exchange Commission.

Note 2 - Balance sheet detail:
<TABLE>
<CAPTION>
                                                     March 30,      December 31,
                                                       1997             1996
                                                  ------------    --------------
<S>                                               <C>             <C>          
Inventories:
  Raw materials and supplies                      $   4,918,000   $   4,952,000
  Work in process                                    10,727,000       8,568,000
  Finished goods                                      6,556,000       5,834,000
                                                  -------------   -------------
                                                  $  22,201,000   $  19,354,000
                                                  =============   =============
Property, plant and equipment:
  Leased building and building improvements       $   1,602,000   $   1,602,000
  Leasehold improvements                             17,161,000      16,947,000
  Equipment                                         101,757,000     101,140,000
  Furniture and fixtures                              1,737,000       1,722,000
  Construction in progress                            7,667,000       2,815,000
                                                  -------------   -------------
                                                    129,924,000     124,226,000
  Less accumulated depreciation                     (91,710,000)    (90,234,000)
                                                  -------------   -------------
                                                  $  38,214,000   $  33,992,000
                                                  =============   =============
Accrued expenses:
  Accrued wages and employee benefits             $   3,021,000   $   3,421,000
  Other accrued expenses                              4,062,000       3,795,000
                                                  -------------   -------------
                                                  $   7,083,000   $   7,216,000
                                                  =============   =============
</TABLE>

Note 3 - Recent Accounting Pronouncement:

        In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share." This
statement will be effective for the Company's fiscal year ending December 31,
1997. Under the new standard, primary income per share is replaced by basic
income per share and fully diluted income per share is replaced by diluted
income per share. If the Company had adopted this Statement, income per share
would have been as follows:

                                                        Three months ended
                                               March 30, 1997     March 31, 1996
                                               --------------     --------------
        Basic income per share                  $    .11             $    .16
        Diluted income per share                $    .10             $    .15

                                       -4-



<PAGE>   7





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

        The following discussion should be read in conjunction with the
accompanying Quarterly Financial Information and Notes thereto and Xicor's
Annual Report on Form 10-K for the year ended December 31, 1996 and is qualified
in its entirety by the foregoing. The results of operations for the quarter
ended March 30, 1997 are not necessarily indicative of results to be expected in
future periods.

RESULTS OF OPERATIONS

        Sales for the first quarter of 1997 were $29.5 million, an increase over
first quarter 1996 sales of $28.6 million, but lower than fourth quarter 1996
sales of $30.5 million. First quarter 1997 sales were negatively impacted by
reduced orders in the latter part of the fourth quarter of 1996, particularly
from customers in the wireless communications market.

        Gross profit as a percentage of sales was 40% for the first quarter of
1997, an improvement from 38% for the comparable prior year quarter and
essentially flat with the fourth quarter of 1996. The improvement over the
comparable 1996 period was due primarily to increased manufacturing volumes and
efficiencies that compensated for continuing price pressure and Xicor's
increased cost level.

        Research and development expenses increased 33% to 16% of sales in the
first quarter of 1997 compared to 12% in the comparable 1996 quarter. This
increase was primarily due to an increase in the number of new products under
development and increases in manufacturing process technology development
efforts. Research and development activities require an increasing degree of
complexity of design and manufacturing process technology and consequently more
funds are expected to be invested in research and development in 1997 than were
invested in 1996.

        Selling, general and administrative expenses increased from 16% of sales
for the first quarter of 1996 to 17% of sales during the first quarter of 1997
due to increased promotional spending and the costs of supporting an increased
level of operations.

        Interest expense increased in the first quarter of 1997 compared to the
1996 first quarter level due to the financing of $15.9 million of capital
equipment acquisitions during 1996. Interest expense for the remaining 1997
quarters is expected to increase over the first quarter level due to the planned
financing of additional capital equipment acquisitions.

        Interest income increased in the first quarter of 1997 compared to the
first quarter of 1996 due to an increase in the average balance invested caused
primarily by funds generated from operations in 1996. Interest income is
expected to decrease during the remaining 1997 quarters principally due to the
utilization of funds for working capital purposes, leasehold improvements and
equipment purchases.
                                       -5-


<PAGE>   8





        The provision for income taxes for the first quarter of both 1996 and
1997 consisted primarily of federal and state minimum taxes, which result from
limitations on the use of net operating loss carryforwards, and foreign taxes.
Net deferred tax assets of $30.7 million at December 31, 1996 remain fully
reserved because of the uncertainty regarding the ultimate realization of these
assets.

        While sales were higher than in the same quarter a year ago, net income
was lower primarily due to a 33% increase in research and development expenses
and increased promotional spending and administrative costs to support an
increased level of operations. Xicor's manufacturing cost level also increased
during 1996 as a result of upgrading equipment and increasing the workforce in
its wafer fabrication facility. To cover these costs and further cost increases
in 1997 due to plans to install additional equipment, sales must grow
substantially. To achieve such growth, Xicor will more actively market
undifferentiated products, which represent the bulk of the E2PROM market.
However, competitive pressure on prices of undifferentiated products will
generate lower gross margins until production and sales reach a level sufficient
to spread costs effectively. Xicor estimates it will be at least the third
quarter before sales can be substantially increased and anticipates that sales
for the second quarter of 1997 will not be sufficient to maintain the fourth
quarter 1996 level of profitability.

        Recent customer buying patterns, confirmed by reports from other
semiconductor suppliers and industry analysts, leads Xicor to believe that
semiconductor inventories at system manufacturers are at low levels. Many
customers worldwide have recently expressed an optimistic outlook for the second
half of 1997. In light of these indications, Xicor plans to further increase
inventories during the second quarter, despite the risks associated with higher
inventories, as Xicor's management believes that this business decision will
allow Xicor to effectively respond to orders requiring quick deliveries, which
are needed to increase sales in the second quarter and the balance of the year.
There can be no assurance that sales and production efficiencies will increase
sufficiently to maintain or improve profitability in 1997 compared to 1996.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

        This quarterly report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements regarding increased orders
and sales, quick delivery business opportunities, and cost effective utilization
of Xicor's wafer fabrication facility. Except for historical information, the
matters discussed in this quarterly report are forward-looking statements that
are subject to certain risks and uncertainties that could cause the actual
results to differ materially from those projected. Factors that could cause
actual results to differ materially include the following: general economic
conditions and conditions specific to the semiconductor industry, fluctuations
in customer demand, competitive factors such as pricing pressures on existing


                                       -6-



<PAGE>   9
products and the timing and market acceptance of new product introductions,
Xicor's ability to have available an appropriate amount of production capacity
in a timely manner, manufacturing efficiencies, the timely development of new
products and processes, and the risk factors listed from time to time in Xicor's
SEC reports, including but not limited to the "Factors Affecting Future Results"
section below and Part I, Item 1. of the Form 10-K. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. Xicor undertakes no obligation to publicly release or otherwise
disclose the result of any revision to these forward-looking statements which
may be made as a result of events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

FACTORS AFFECTING FUTURE RESULTS

        The semiconductor industry is highly competitive and characterized by
rapidly changing technology and steadily declining product prices. Xicor's
results of operations are affected by a wide variety of factors, including
general economic conditions and conditions specific to the semiconductor
industry, decreases in average selling price over the life of any particular
product, the timing of new product introductions (both by Xicor and
competitors), availability of new manufacturing technologies, the ability to
secure intellectual property rights in a rapidly evolving market and the ability
to have an appropriate amount of production capacity in a timely manner. The
sales level in any specific quarter is also a function of orders received during
that quarter, as customers continue to shorten lead times for purchase
commitments. Consistent with industry practice, customer orders are generally
subject to cancellation by the customer without penalty. Xicor may be at a
disadvantage in competing with major domestic and foreign concerns that have
significant financial resources, established and diverse product lines,
worldwide vertically integrated production facilities and extensive research and
development capabilities.

        The semiconductor industry is also characterized by substantial capital
and research and development investment for products and processes. The rapid
rate of technological change within the industry requires Xicor to continually
develop new and improved products and processes to maintain its competitive
position. Xicor expects to continue to invest in the research and development of
new products and manufacturing processes in 1997 and beyond, although there can
be no assurances that such research and development efforts or new products will
be successful.

        Due to the foregoing and other factors, past results are a much less
reliable predictor of the future than is the case in many older, more stable and
less dynamic industries. In addition, the securities of many high technology
companies, including Xicor, have historically been subject to extensive price
and volume fluctuations that may adversely affect the market price of their
common stock.





                                       -7-



<PAGE>   10

LIQUIDITY AND CAPITAL RESOURCES

        At March 30, 1997, Xicor had $38.9 million in cash, cash equivalents and
short-term investments compared to $41.6 million at December 31, 1996. During
the first quarter of 1997, Xicor used funds to purchase $3.6 million of
equipment and repay $1.4 million of long-term obligations, while generating $2.3
million of cash from operating activites. Xicor used long-term financing to
acquire additional capital assets of $3.2 million during the quarter ended March
30, 1997.

        During 1997 Xicor expects to use cash to finance inventory growth,
leasehold improvements and certain equipment purchases. Capital expenditures for
the balance of 1997 are planned at approximately $18 million, $7 million of
which had been committed as of March 30, 1997. The acquisitions consist
principally of production equipment to support planned sales growth. Xicor is
investigating equipment financing for a large portion of these acquisitions.

        Xicor has a line of credit agreement with a financial institution that
expires March 31, 1998, provides for borrowings of up to $7.5 million against
eligible accounts receivable and is secured by all of Xicor's assets. Interest
on borrowings is charged at the prime lending rate plus 2% and is payable
monthly. At March 30, 1997, the entire $7.5 million was available to Xicor based
on the eligible accounts receivable balances and the borrowing formulas. To
date, no amounts have been borrowed under this line of credit. Management
believes that currently available cash, expected equipment financing and
expected cash flow from operations will be adequate to support Xicor's
operations for the next twelve months.






                                      -8-

<PAGE>   11

PART II:       OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

               (a)     Exhibits:

                       27     Financial Data Schedule

               (b)     Reports on Form 8-K:

                       No reports on Form 8-K were filed with the Securities and
                       Exchange Commission during the quarter ended March 30,
                       1997.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                          XICOR, INC., a
                          California Corporation

                          By /s/ Raphael Klein
                          -----------------------------
                          Raphael Klein
                          President
                          (Principal Executive Officer)

                          By /s/ Klaus G. Hendig
                          -----------------------------
                          Klaus G. Hendig
                          Vice President, Finance
                          and Administration
                          (Principal Financial Officer)

Date:  May 9, 1997








                                       -9-

<PAGE>   12

                                 EXHIBIT INDEX





Exhibit
  No.               Description
-------             -----------
27                  Financial Data Schedule