<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 April 1, 2001

                                              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 APRIL 1, 2001
                                   21,506,070



<PAGE>   2

                                   XICOR, INC.

                                    FORM 10-Q

                           QUARTER ENDED APRIL 1, 2001


                                      INDEX

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
PART I:        FINANCIAL INFORMATION

               ITEM 1.       FINANCIAL STATEMENTS

                             Consolidated Balance Sheets at April 1, 2001
                               and December 31, 2000                                        1

                             Consolidated Statements of Operations for the three
                               months ended April 1, 2001 and April 2, 2000                 2

                             Consolidated Statements of Cash Flows for the three
                               months ended April 1, 2001 and April 2, 2000                 3

                             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 1.       LEGAL PROCEEDINGS                                             17

               ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K                              17

SIGNATURES                                                                                 17
</TABLE>



                                      -i-
<PAGE>   3

PART I:        FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

                                   XICOR, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                              April 1,                December 31,
                                                                2001                      2000
                                                            -------------             -------------
                                                             (Unaudited)
<S>                                                         <C>                       <C>
Current assets:
  Cash and cash equivalents                                 $  30,608,000             $  29,121,000
  Accounts receivable                                           7,874,000                10,812,000
  Inventories                                                   6,408,000                14,380,000
  Prepaid expenses and other current assets                       644,000                   639,000
                                                            -------------             -------------
        Total current assets                                   45,534,000                54,952,000

Property, plant and equipment,
  at cost less accumulated depreciation                         7,474,000                 9,166,000
Other assets                                                      220,000                   205,000
                                                            -------------             -------------
                                                            $  53,228,000             $  64,323,000
                                                            =============             =============


                                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                          $  12,690,000             $  11,132,000
  Accrued expenses                                             12,411,000                12,637,000
  Deferred income on shipments to distributors                 12,875,000                14,258,000
  Deferred gain on sale of fab assets                           3,970,000                 4,600,000
  Current portion of long-term obligations                        620,000                   766,000
                                                            -------------             -------------
        Total current liabilities                              42,566,000                43,393,000


Long-term obligations                                             593,000                   715,000
                                                            -------------             -------------
  Total liabilities                                            43,159,000                44,108,000
                                                            -------------             -------------

Shareholders' equity:
  Preferred stock; 5,000,000 shares authorized                         --                        --
  Common stock; 75,000,000 shares authorized;
    21,506,070 and 21,466,270 shares outstanding              131,692,000               131,605,000
  Accumulated deficit                                        (121,623,000)             (111,390,000)
                                                            -------------             -------------
                                                               10,069,000                20,215,000
                                                            -------------             -------------
                                                            $  53,228,000             $  64,323,000
                                                            =============             =============
</TABLE>


          See accompanying notes to consolidated financial information



                                      -1-
<PAGE>   4

                                   XICOR, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                         --------------------------------------
                                                         April 1, 2001            April 2, 2000
                                                         -------------            -------------
       <S>                                               <C>                      <C>
       Net sales                                         $ 24,035,000             $ 32,145,000
       Cost of sales                                       21,519,000               18,546,000
                                                         ------------             ------------
         Gross profit                                       2,516,000               13,599,000
                                                         ------------             ------------

       Operating expenses:
         Research and development                           3,894,000                4,074,000
         Selling, general and administrative                5,967,000                6,395,000
         Restructuring charge                               3,205,000                       --
                                                         ------------             ------------
                                                           13,066,000               10,469,000
                                                         ------------             ------------

       Income (loss) from operations                      (10,550,000)               3,130,000
       Interest expense                                       (45,000)                (265,000)
       Interest income                                        423,000                  317,000
                                                         ------------             ------------

       Income (loss) before income taxes                  (10,172,000)               3,182,000
       Provision for income taxes                              61,000                  159,000
                                                         ------------             ------------

       Net income (loss)                                 $(10,233,000)            $  3,023,000
                                                         ============             ============

       Net income (loss) per common share:
         Basic                                           $      (0.48)            $       0.14
                                                         ============             ============
         Diluted                                         $      (0.48)            $       0.13
                                                         ============             ============

       Shares used in per share calculations:
         Basic                                             21,487,000               20,894,000
                                                         ============             ============
         Diluted                                           21,487,000               23,306,000
                                                         ============             ============
</TABLE>


          See accompanying notes to consolidated financial information



                                      -2-
<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                         --------------------------------------
                                                                         April 1, 2001            April 2, 2000
                                                                         -------------            -------------
<S>                                                                      <C>                      <C>
Cash flows from operating activities:
  Net income (loss)                                                      $(10,233,000)            $  3,023,000
  Adjustments to reconcile net income (loss) to cash provided
    by operating activities:
      Depreciation                                                          1,087,000                  991,000
      Amortization of fab gain                                               (630,000)                      --
      Non-cash restructuring charge                                         1,249,000                       --
      Changes in assets and liabilities:
       Accounts receivable                                                  2,938,000               (3,500,000)
       Inventories                                                          7,972,000                1,945,000
       Prepaid expenses and other current assets                               (5,000)                 (65,000)
       Other assets                                                           (15,000)                      --
       Accounts payable and accrued expenses                                1,332,000                1,294,000
       Deferred income on shipments to distributors                        (1,383,000)                 598,000
                                                                         ------------             ------------
Net cash provided by operating activities                                   2,312,000                4,286,000
                                                                         ------------             ------------

Cash flows from investing activities:
 Investments in plant and equipment, net                                     (644,000)                (882,000)
                                                                         ------------             ------------
Net cash used in investing activities                                        (644,000)                (882,000)
                                                                         ------------             ------------

Cash flows from financing activities:
 Repayments of long-term obligations                                         (268,000)              (1,370,000)
 Net proceeds from sale of common stock                                        87,000                1,512,000
                                                                         ------------             ------------
Net cash provided by (used in) financing activities                          (181,000)                 142,000
                                                                         ------------             ------------

Increase (decrease) in cash and cash equivalents                            1,487,000                3,546,000
Cash and cash equivalents at beginning of year                             29,121,000               22,233,000
                                                                         ------------             ------------
Cash and cash equivalents at end of period                               $ 30,608,000             $ 25,779,000
                                                                         ============             ============

Supplemental information:
Cash paid (refunded) during the year for:
 Interest expense                                                        $     43,000             $    263,000
 Income taxes                                                                (116,000)                  31,000
</TABLE>

          See accompanying notes to consolidated financial information



                                      -3-
<PAGE>   6

                                   XICOR, INC.
                   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, 2000 filed with the Securities and
Exchange Commission.

NOTE 2 - NET INCOME (LOSS) PER SHARE:

        Basic net income (loss) per share is computed using the weighted average
number of common shares outstanding. Diluted net income (loss) per share is
computed using the weighted average number of common shares and all dilutive
potential common shares outstanding. Options to purchase 4,396,300 shares of
common stock were outstanding at April 1, 2001, but were excluded from the
earnings per share (EPS) computation for the three months ended April 1, 2001 as
they were antidilutive.

NOTE 3 - COMPREHENSIVE INCOME (LOSS):

        The net income (loss) for the periods reported also approximated the
comprehensive net income (loss) for such periods.

NOTE 4 - BALANCE SHEET COMPONENTS:

<TABLE>
<CAPTION>
                                                   April 1,               December 31,
                                                     2001                     2000
                                                 ------------             ------------
<S>                                              <C>                      <C>
Inventories:
  Raw materials and supplies                     $    439,000             $    616,000
  Work in process                                   4,298,000                9,681,000
  Finished goods                                    1,671,000                4,083,000
                                                 ------------             ------------
                                                 $  6,408,000             $ 14,380,000
                                                 ============             ============
Property, plant and equipment:
  Leasehold improvements                         $  2,701,000             $  3,846,000
  Equipment                                        39,478,000               41,318,000
  Furniture and fixtures                            1,102,000                1,228,000
  Construction in progress                            364,000                  615,000
                                                 ------------             ------------
                                                   43,645,000               47,007,000
  Accumulated depreciation                        (36,171,000)             (37,841,000)
                                                 ------------             ------------
                                                 $  7,474,000             $  9,166,000
                                                 ============             ============
Accrued expenses:
  Accrued wages and employee benefits            $  2,675,000             $  2,842,000
  Accrued restructuring liabilities                 3,722,000                2,537,000
  Other accrued expenses                            6,014,000                7,258,000
                                                 ============             ============
                                                 $ 12,411,000             $ 12,637,000
                                                 ============             ============
</TABLE>



                                      -4-
<PAGE>   7

Accounts receivable:

        Accounts receivable at April 1, 2001 and December 31, 2000 are presented
net of an allowance for doubtful accounts of $500,000.

Restructuring:

        In the fourth quarter of 2000, Xicor committed to certain workforce
reductions to streamline operations and further implement the Company's
outsourced manufacturing strategy. The related restructuring accrual balance of
$2.5 million at December 31, 2000 consisted of $2.0 million of severance costs
to reduce Xicor's workforce by approximately 50 employees primarily in
administrative, manufacturing and support groups and $0.5 million of other
restructuring related costs.

        In the first quarter of 2001, Xicor announced its plan to exit from
offering stand alone low-density serial EEPROM memory products and complete the
move to fully outsourced test and assembly operations. Accordingly, Xicor's
first quarter 2001 results include a $3.2 million restructuring charge and an
$8.2 million charge to cost of sales to write-down inventories to their net
realizable value. The restructuring charge included a $2.0 million accrual
consisting of $1.5 million of severance-related costs for an additional
reduction in Xicor's workforce of approximately 95 employees, primarily in
manufacturing, sales and support groups, and $0.5 million of other restructuring
related costs. The $1.2 million balance of the restructuring charge related
principally to the write-off of leasehold improvements in the facility that is
being vacated as a result of the restructuring plan.

        In the first quarter of 2001, Xicor reduced its workforce by 20
employees and utilized $0.8 million of the restructuring reserve for related
severance costs. The remaining reductions in workforce are planned to occur in
the second and third quarters of 2001. At April 1, 2001, the restructuring
accrual of $3.7 million consisted of $2.7 million of severance costs to reduce
the workforce by approximately 125 employees, primarily in manufacturing,
administrative, sales and support groups, and $1.0 million of other costs
associated with facilities being vacated, including the building which currently
houses our test operations.

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, 2000. The results of
operations for the three months ended April 1, 2001 are not necessarily
indicative of results to be expected in future periods.

RESULTS OF OPERATIONS

        Sales for the first quarter of 2001 were $24.0 million, a 25% decrease
compared to the first quarter of 2000 and a 19% decrease from fourth quarter
2000 sales. Xicor's sales are



                                      -5-
<PAGE>   8

derived from two product groups, mixed-signal products and memory products.
During the first quarter of 2001, Xicor continued to progress with its
transition to a differentiated product strategy and completed the quarter with
mixed-signal product sales of $10.8 million, or 45% of total sales, and
mixed-signal sales growth of 16% over the first quarter of 2000 and 2% over the
fourth quarter of 2000. Overall economic and industry-wide conditions were weak
in the first quarter of 2001, and the increase in mixed-signal sales was more
than offset by reduced sales of memory products. While the economic slowdown is
continuing in the second quarter of 2001, the Company expects mixed-signal sales
to grow sequentially and overall sales to decline from the first quarter of 2001
by approximately 17% or $4 million due to lower memory product sales.

        In the first quarter of 2001, Xicor announced its plan to exit from
offering stand alone low-density serial EEPROM memory products and complete the
move to fully outsourced test and assembly operations. Accordingly, Xicor's
first quarter 2001 results include an $8.2 million charge to cost of sales to
write-down inventories to their net realizable value and a $3.2 million
restructuring charge. While Xicor's goal is to sell the serial memory business,
the compound effect of the current overall weak economic and industry-wide
conditions and uncertain sales in the serial memory business necessitated the
inventory write-down. The $3.2 million restructuring charge consisted of $1.5
million of severance-related costs for an additional reduction in Xicor's
workforce of approximately 95 employees, $1.2 million of fixed asset write-offs
principally related to leasehold improvements in the facility that currently
houses our test operation and $0.5 million of other restructuring-related costs.
The restructuring activities are expected to be completed in 2001. Estimated
annual cost reductions of $6.0 million associated with the completion of the
restructuring plan are expected to mitigate the effect of lower memory product
sales.

        Gross profit as a percentage of sales was 10% in the first quarter of
2001. Cost of sales for the first quarter of 2001 included an $8.2 million
charge to write down inventories as previously discussed. Excluding the
inventory write-down, gross profit as a percentage of sales was 45% in the first
quarter of 2001 compared to 42% in the first quarter of 2000. This gross profit
percentage improvement was due primarily to the increased percentage of
mixed-signal sales, the amortization of $0.6 million of the deferred gain on the
sale of the fab assets and lower costs associated with outsourcing, partially
offset by lower average selling prices. We expect that the gross profit
percentage will fluctuate from quarter to quarter as a result of changes in
product mix, product costs and average selling prices.

        Research and development expenses decreased slightly in the first
quarter of 2001 compared to the first quarter of 2000. The Company continues to
invest in research and development to support new product and process
development. Research and development expenses in the second quarter of 2001 are
expected to be consistent with the level reported in the first quarter of 2001.

        Selling, general and administrative expenses decreased to $6.0 million
in the first quarter of 2001 from $6.4 million in the first quarter of 2000 due
primarily to lower commission expense resulting from the decreased sales and
cost control measures implemented during the first quarter



                                      -6-
<PAGE>   9

of 2001. Xicor anticipates a further decrease in the amount of selling, general
and administrative spending in the second quarter of 2001 due to cost cutting
measures and anticipated lower sales.

        Interest expense decreased in the first quarter of 2001 compared to the
first quarter of 2000 due to lower long-term debt. In November 2000 the Company
paid off substantial equipment lease debt related to the wafer fabrication
assets in connection with the sale of its Milpitas wafer fabrication assets. No
new leases were entered into during 2000 or the first quarter of 2001.

        Interest income increased in the first quarter of 2001 compared to the
first quarter of 2000 due to an increase in the average balance invested caused
primarily by funds generated from operating activities, net proceeds from the
sale of the Milpitas wafer fabrication assets in November 2000 and proceeds from
the issuance of stock under employee stock plans in 2000 and the first quarter
of 2001. Interest income is expected to decrease as a result of lower interest
rates and cash used to pay restructuring liabilities.

        The provision for income taxes for the first quarter of 2001 and the
first quarter of 2000 consisted primarily of federal and state minimum taxes,
which resulted from limitations on the use of net operating loss carryforwards,
and foreign taxes. Net deferred tax assets of $49.9 million at December 31, 2000
remain fully reserved because of the uncertainty regarding the ultimate
realization of these assets.

LIQUIDITY AND CAPITAL RESOURCES

        At April 1, 2001, Xicor had $30.6 million in cash and cash equivalents,
an increase of $1.5 million from the $29.1 million balance at the end of 2000.
During the three months ended April 1, 2001, Xicor generated $2.3 million of
cash from operating activities and $0.1 million from employee stock plans. Xicor
used $0.6 million for equipment purchases and $0.3 million to repay long-term
obligations.

        During 2001 Xicor expects to use cash to fund costs associated with
restructuring activities, to repay long-term obligations and purchase equipment
and software. Capital expenditures for 2001 are currently planned at
approximately $4 million and are primarily related to product design,
engineering and testing. At April 1, 2001, Xicor had entered into commitments
for equipment purchases aggregating less than $0.5 million.

        Xicor has a line of credit agreement with a financial institution that
expires March 25, 2002, 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 April 1, 2001, 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. Currently, $1.0
million of the line of credit is reserved to secure a standby letter of credit.
Management believes that currently available cash and the existing line of
credit facility will be adequate to support Xicor's operations for the next
twelve months.



                                      -7-
<PAGE>   10

"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 restructuring
plans to reduce Xicor's workforce; plans to complete the move to fully
outsourced test and assembly operations; the goal to sell the serial memory
business; expected cost reductions from Xicor's restructuring plan; the
expectation that mixed-signal sales will grow sequentially and overall sales
will decline from the first quarter of 2001 by approximately 17% or $4 million
due to lower memory product sales; the expectation that the gross profit
percentage will fluctuate from quarter to quarter as a result of changes in
product mix, product costs and average selling prices; the expectation that
research and development expenses in the second quarter of 2001 will be
consistent with the first quarter of 2001; the anticipation of a further
decrease in selling, general and administrative spending in the second quarter
of 2001; the expectation that interest income will decrease; and the
expectation that sufficient cash, working capital and credit will be available
to support operations for the next twelve months, including costs associated
with restructuring activities, repayment of long-term obligations and the
purchase of equipment and software. These forward-looking statements 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; the ability of Xicor to
secure a buyer for the serial memory business; fluctuations in customer demand,
including loss of key customers, order cancellations or reduced bookings;
product mix; competitive factors such as pricing pressures on existing
products and the timing and market acceptance of new product introductions
(both by Xicor and its competitors); Xicor's ability to have available an
appropriate amount of low cost foundry production capacity in a timely manner;
our foundry partners' timely ability to successfully manufacture products for
Xicor using Xicor's proprietary technology; any disruptions of our foundry
relationships; manufacturing efficiencies; the ability to continue effective
cost reductions; currency fluctuations; the timely development and introduction
of new products and submicron 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 following and Part I, Item 1. of Xicor's
Annual Report on Form 10-K for the year ended December 31, 2000. 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 that 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 RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES FACING OUR COMPANY. ADDITIONAL
RISKS NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY BELIEVE ARE NOT MATERIAL
MAY ALSO IMPAIR OUR BUSINESS OPERATIONS.



                                      -8-
<PAGE>   11

OUR OPERATING RESULTS FLUCTUATE SIGNIFICANTLY, AND AN UNANTICIPATED DECLINE IN
REVENUE MAY DISAPPOINT SECURITIES ANALYSTS OR INVESTORS AND RESULT IN A DECLINE
IN OUR STOCK PRICE.

        You should not use our past financial performance to predict future
operating results. We have incurred net losses in three of the last four years.
Our recent quarterly and annual operating results have fluctuated, and will
continue to fluctuate, due to the following factors, all of which are difficult
to forecast and many of which are out of our control:

        -       the cyclical nature of both the semiconductor industry and the
                markets addressed by our products including the current severe
                business down cycle;

        -       competitive pricing pressures and related changes in selling
                prices;

        -       new product announcements and introductions of competing
                products by us or our competitors;

        -       market acceptance and subsequent design-in of new products;

        -       unpredictability of changes in demand for, or in the mix of, our
                products;

        -       the timing of significant orders including the fact that the
                sales level in any specific quarter depends significantly on
                orders received during that quarter;

        -       the gain or loss of significant customers;

        -       the availability, timely deliverability and cost of wafers and
                other materials from our suppliers;

        -       fluctuations in manufacturing yields and significant yield
                losses which affect our ability to fulfill orders;

        -       product obsolescence;

        -       lower of cost or market inventory adjustments;

        -       changes in the channels through which our products are
                distributed;

        -       exchange rate fluctuations;

        -       general economic, political and environmental-related
                conditions, such as natural disasters;

        -       difficulties in forecasting, planning and managing of inventory
                levels; and

        -       unanticipated research and development expenses associated with
                new product introductions.

THE EXIT FROM A PORTION OF OUR MEMORY BUSINESS HAS CHANGED OUR BUSINESS MODEL
AND WILL CAUSE A REDUCTION IN OUR REVENUES.

        Xicor's exit from the serial EEPROM memory business involves substantial
risk. The transition out of the serial EEPROM memory business is requiring the
Company to devote significant time and expense to transition activities at the
same time it is increasing its focus on its mixed-signal products. Xicor may be
unable to successfully complete this transition and if Xicor's penetration of
the mixed-signal market does not increase, Xicor's operating results could be
seriously harmed and its stock price could decline. Further, as a result of the
transition, Xicor will be a smaller company with limited resources and a reduced
workforce. Xicor may not be able to effectively use its limited resources to
increase new product development and build its mixed-signal product business.
This could cause a further decline in Xicor's revenues.



                                      -9-
<PAGE>   12

THE SELLING PRICES FOR OUR PRODUCTS ARE VOLATILE AND HAVE HISTORICALLY DECLINED
OVER THE LIFE OF A PRODUCT. IN ADDITION, THE CYCLICAL NATURE OF THE
SEMICONDUCTOR INDUSTRY PRODUCES FLUCTUATIONS IN OUR OPERATING RESULTS.

        The semiconductor industry has historically been cyclical, characterized
by wide fluctuations in product supply and demand. From time to time, the
industry has also experienced significant downturns, often in connection with,
or in anticipation of, maturing product cycles and declines in general economic
conditions. Downturns of this type occurred in 1997 and 1998 and we are
presently experiencing an economic slowdown. Downturns are generally
characterized by diminished product demand, production over-capacity and
accelerated decline of average selling prices, and in some cases have lasted for
more than one year. Our continued success depends on the continued growth of
various electronics industries that use semiconductors, including manufacturers
of computers, communications equipment, automotive electronics, industrial
controls, consumer electronics, data networking and military equipment, and a
better supply and demand balance within the industry. Our business is currently
and in the future could be harmed by cyclical conditions in the semiconductor
industry or by slower growth in any of the markets served by our customers'
products.

WE DO NOT TYPICALLY ENTER INTO LONG-TERM CONTRACTS WITH OUR CUSTOMERS. FAILURE
TO MAINTAIN SATISFACTORY RELATIONSHIPS WITH OUR KEY CUSTOMERS COULD RESULT IN A
DECLINE IN OUR SALES.

        We do not typically enter into long-term contracts with our customers,
and we cannot be certain as to future order levels from our customers. The
composition of our major customer base changes from year to year as the market
demand for our customers' products changes. A small number of customers have
accounted for a substantial portion of our sales. Our ability to maintain close,
satisfactory relationships with large customers is important to our business. A
reduction, delay, or cancellation of orders from a large customer could harm our
business. In addition, our customers may vary order levels significantly from
period to period, and customers may not continue to place orders with us in the
future at the same levels as in prior periods. The loss of one or more of our
key customers, or reduced orders by any of our key customers, could result in a
decline in our sales.

WE DEPEND ON DISTRIBUTORS AND MANUFACTURERS' REPRESENTATIVES TO GENERATE A
MAJORITY OF OUR SALES.

        Distributors are not themselves end users, but rather serve as a channel
of sale to many end users of our products. We rely on distributors and
manufacturers' representatives to sell our products and these entities could
discontinue selling our products at any time. The loss of any significant
distributor or manufacturers' representative could seriously harm our operating
results by impairing our ability to sell our products. During the first quarter
of 2001, one distributor accounted for 21% of our sales.



                                      -10-
<PAGE>   13

OUR BACKLOG MAY NOT RESULT IN FUTURE REVENUE, WHICH WOULD SERIOUSLY HARM OUR
BUSINESS.

        Due to possible customer changes in delivery schedules and cancellations
of orders, our backlog at any particular date is not necessarily indicative of
actual sales for any succeeding period. A reduction of backlog during any
particular period, or the failure of our backlog to result in future revenue,
could harm our business.

DURING THE FOURTH QUARTER OF 2000 WE BECAME A FABLESS SEMICONDUCTOR COMPANY AND
NOW DEPEND ON A LIMITED NUMBER OF FOUNDRIES TO MANUFACTURE OUR PRODUCTS. THESE
FOUNDRIES MAY NOT BE WILLING OR ABLE TO SATISFY OUR MANUFACTURING REQUIREMENTS,
WHICH COULD CAUSE OUR SALES TO DECLINE.

        We presently rely on the manufacturing capabilities of third party
foundries and if any of these foundries fail to satisfy our requirements on a
timely basis and at competitive prices we could suffer manufacturing delays, a
possible loss of sales and higher than anticipated costs of sales, any of which
could seriously harm our operating results. In addition, we rely on certain of
our foundries as the sole source for the manufacture of some of our products. If
one of our foundries was not able to meet our needs for a particular product, we
may be unable to find alternative manufacturing facilities in a timely manner,
or at all. If that were to happen, we could experience a serious loss of sales
and of key customers.

        As Xicor shifts manufacturing of existing products between foundries,
certain customers require requalification of such products prior to accepting
delivery. Delays in customer qualification schedules or lack of qualification of
such products could result in the loss of sales which could seriously harm our
operating results.

OUR FUTURE SUCCESS DEPENDS IN PART ON THE CONTINUED SERVICES OF OUR KEY DESIGN,
ENGINEERING, SALES, MARKETING AND EXECUTIVE PERSONNEL AND OUR ABILITY TO
IDENTIFY, RECRUIT AND RETAIN QUALIFIED PERSONNEL.

        There is intense competition for qualified personnel in the
semiconductor industry, in particular for the highly skilled engineers involved
in the design and development of our products. Competition has been especially
intense in Silicon Valley, where our design, research and development, and
corporate headquarters are located.

        The failure to recruit and retain key design engineers or other
technical and management personnel could harm our business.

OUR DEPENDENCE ON THIRD-PARTY SUBCONTRACTORS TO SORT, ASSEMBLE AND TEST OUR
PRODUCTS AND SHIP OUR PRODUCTS TO CUSTOMERS SUBJECTS US TO A NUMBER OF RISKS,
INCLUDING AN INADEQUATE SUPPLY OF PRODUCTS AND HIGHER COSTS OF MATERIALS.



                                      -11-
<PAGE>   14

        We depend on independent subcontractors to sort, assemble and test our
products and ship our products to customers. Our reliance on these
subcontractors involves the following significant risks:

        -       reduced control over delivery schedules and quality;

        -       the potential lack of adequate capacity during periods of strong
                demand;

        -       difficulties selecting and integrating new subcontractors;

        -       limited warranties by subcontractors on products supplied to us;
                and

        -       potential increases in prices due to capacity shortages and
                other factors.

        These risks may lead to increased costs, delayed product delivery or
loss of competitive advantage, which would harm our profitability and customer
relationships.

OUR OPERATING EXPENSES ARE RELATIVELY FIXED, AND WE ORDER MATERIALS IN ADVANCE
OF ANTICIPATED CUSTOMER DEMAND. THEREFORE, WE HAVE LIMITED ABILITY TO REDUCE
EXPENSES QUICKLY IN RESPONSE TO ANY REVENUE SHORTFALLS.

        Our operating expenses are relatively fixed, and we therefore have
limited ability to reduce expenses quickly in response to any revenue
shortfalls. Consequently, our operating results will be harmed if our sales do
not meet our revenue projections. Revenue shortfalls can occur for any of the
following reasons:

        -       economic slowdowns in the markets we serve;

        -       significant pricing pressures that occur because of declines in
                selling prices over the life of a product;

        -       the reduction, rescheduling or cancellation of customer orders;
                and

        -       sudden shortages of raw materials or fabrication, sort, test or
                assembly capacity constraints that lead our suppliers to
                allocate available supplies or capacity to other customers
                which, in turn, harm our ability to meet our sales obligations.

        In addition, we typically plan our production and inventory levels based
on internal forecasts of customer demand, which are highly unpredictable and can
fluctuate substantially. From time to time, in response to anticipated long lead
times to obtain inventory and materials from our outside suppliers and
foundries, we order materials and produce finished products in advance of
anticipated customer demand. This advance ordering and production has and may
continue to result in excess inventory levels or inventory write-downs if
expected orders fail to materialize or prices decrease substantially.

WE HAVE ENTERED INTO CERTAIN MINIMUM WAFER PURCHASE COMMITMENTS WITH FOUNDRY
PARTNERS IN EXCHANGE FOR CAPACITY COMMITMENTS AND PLAN OUR PRODUCTION BASED ON
INTERNAL FORECASTS OF CUSTOMER DEMAND. SHOULD DEMAND FOR OUR PRODUCTS DECREASE,
WE MAY BE REQUIRED TO MAKE PAYMENTS FOR UNUSED CAPACITY WHICH WOULD CAUSE OUR
COSTS TO INCREASE.



                                      -12-
<PAGE>   15

BECAUSE OUR PRODUCTS TYPICALLY HAVE LENGTHY SALES CYCLES, WE MAY EXPERIENCE
SUBSTANTIAL DELAYS BETWEEN INCURRING EXPENSES RELATED TO RESEARCH AND
DEVELOPMENT AND THE GENERATION OF SALES.

        Due to the length of the product design-in cycle we usually require more
than nine months to realize volume shipments after a customer first samples our
product. We first work with customers to achieve a design win, which may take
three months or longer. Our customers then complete the design, testing and
evaluation process and begin to ramp up production, a period which typically
lasts an additional six months or longer. As a result, a significant period of
time may elapse between our research and development efforts and our realization
of revenue, if any, from volume purchasing of our products by our customers.

WE FACE INTENSE COMPETITION FROM COMPANIES WITH SIGNIFICANTLY GREATER FINANCIAL,
TECHNICAL AND MARKETING RESOURCES THAT COULD ADVERSELY AFFECT OUR ABILITY TO
INCREASE SALES OF OUR PRODUCTS.

        We compete with major domestic and international semiconductor companies
such as Atmel Corporation, ST Microelectronics, Maxim, and Texas Instruments,
all of whom have substantially greater financial, technical, marketing,
distribution, and other resources than we do. Many of our competitors have their
own facilities for the production of semiconductor components and have recently
added significant capacity for such production. In addition, we may in the
future experience direct competition from our foundry partners. Some of our
foundry partners have the right to fabricate certain products based on our
process technology and co-developed circuit design, and to sell such products
worldwide.

OUR MARKETS ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND, THEREFORE, OUR
SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP AND INTRODUCE NEW PRODUCTS.

        The markets for our products are characterized by rapidly changing
technologies; evolving and competing industry standards; changing customer
needs; frequent new product introductions and enhancements; increased
integration with other functions; and rapid product obsolescence.

        To develop new products for our target markets, we must develop, gain
access to and use leading technologies in a cost-effective and timely manner and
continue to expand our technical and design expertise. In addition, we must have
our products designed into our customers' future products and maintain close
working relationships with key customers in order to develop new products that
meet their rapidly changing needs.

        Products for communications applications are based on continually
evolving industry standards. Our ability to compete will depend on our ability
to identify and ensure compliance with these industry standards. As a result, we
could be required to invest significant time and effort and incur significant
expense to redesign our products to ensure compliance with relevant standards.



                                      -13-
<PAGE>   16

        We cannot assure you that we will be able to identify new product
opportunities successfully, develop and bring to market new products at
competitive costs, achieve design wins or respond effectively to new
technological changes or product announcements by our competitors. Furthermore,
we may not be successful in developing or using new technologies or in
developing new products or product enhancements that achieve market acceptance.
Our pursuit of necessary technological advances may require substantial time and
expense. Failure in any of these areas could harm our operating results.

OUR COST OF SALES MAY INCREASE IF WE ARE REQUIRED TO PURCHASE ADDITIONAL
MANUFACTURING CAPACITY IN THE FUTURE.

        To obtain additional manufacturing capacity in the future, we may be
required to make deposits, equipment purchases, loans, enter into joint
ventures, equity investments or technology licenses in or with wafer fabrication
companies. These transactions could involve a commitment of substantial amounts
of our capital and technology licenses in return for production capacity. We may
be required to seek additional debt or equity financing in order to secure this
capacity and we may not be able to obtain such financing.

OUR ABILITY TO COMPETE SUCCESSFULLY WILL DEPEND, IN PART, ON OUR ABILITY TO
PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH WE MAY NOT BE ABLE TO DO
SUCCESSFULLY.

        We rely on a combination of patents, trade secrets, copyright and mask
work production laws and rights, nondisclosure agreements and other contractual
provisions and technical measures to protect our intellectual property rights.
Policing unauthorized use of our intellectual property, however, is difficult,
especially in foreign countries. Litigation may be necessary to enforce our
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against
claims of infringement or invalidity. We recently filed suit against a
competitor to protect our intellectual property. Litigation of this type can
result in substantial costs and diversion of resources and can harm our
business, operating results and financial condition regardless of the outcome of
the litigation.

        We hold a number of United States patents and certain corresponding
foreign patents covering various circuit designs and the structure of its
devices. Further, additional patent applications for such products are pending
in the United States and abroad. However, patents granted or pending may not
provide us with any meaningful protection. Our operating results could be
seriously harmed by the failure to be able to protect our intellectual property.

IF WE OR ANY OF OUR FOUNDRIES OR THIRD PARTY SUBCONTRACTORS ARE ACCUSED OF
INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES, WE MAY BECOME
SUBJECT TO TIME-CONSUMING AND COSTLY LITIGATION. IF WE LOSE OR SETTLE CLAIMS, WE
COULD SUFFER A SIGNIFICANT NEGATIVE IMPACT ON OUR BUSINESS AND BE FORCED TO PAY
DAMAGES.



                                      -14-
<PAGE>   17

        Third parties have and may continue to assert that our products infringe
their proprietary rights, or may assert claims for indemnification resulting
from infringement claims against us. Any such claims may cause us to delay or
cancel shipment of our products or pay damages that could seriously harm our
business, financial condition and results of operations. In addition,
irrespective of the validity or the successful assertion of such claims, we
could incur significant costs in defending against such claims.

        We have received notices claiming infringement of patents from several
semiconductor manufacturers with respect to certain aspects of our processes and
devices and these matters are under investigation and review. Although patent
holders typically offer licenses and we have entered into such license
agreements in the past, we may not be able to obtain licenses on acceptable
terms, and disputes may not be resolved without costly litigation.

OUR BUSINESS MAY SUFFER DUE TO RISKS ASSOCIATED WITH INTERNATIONAL SALES AND
OPERATIONS.

        Our international sales accounted for approximately 62% of total sales
in the first quarter of 2001. Our international business activities are subject
to a number of risks, any of which could impose unexpected costs on us that
would have an adverse effect on our operating results. These risks include
difficulties in complying with regulatory requirements and standards; tariffs
and other trade barriers; costs and risks of localizing products for foreign
countries; severe currency fluctuations and economic deflation; reliance on
third parties to distribute our products; longer accounts receivable payment
cycles; potentially adverse tax consequences; and burdens of complying with a
wide variety of foreign laws.

BUSINESS INTERRUPTIONS COULD HARM OUR BUSINESS.

        Our operations and those of certain of our foundries and other
manufacturing subcontractors are vulnerable to interruption by fire, earthquake,
power loss, telecommunications failure and other events beyond our control. Our
facilities and the facility of one of our foundries in the State of California
are currently subject to electrical blackouts as a consequence of a shortage of
available electrical power. In the event these blackouts continue or increase in
severity, they could disrupt the operations of Xicor and its foundry. In
addition, business interruption insurance may not provide protection due to the
deductible periods or be enough to compensate us for losses that may occur.

WE MAY REQUIRE ADDITIONAL CAPITAL IN ORDER TO BRING NEW PRODUCTS TO MARKET, AND
THE ISSUANCE OF NEW EQUITY SECURITIES WILL DILUTE YOUR INVESTMENT IN OUR COMMON
STOCK.

        To implement our strategy of diversified product offerings, we need to
bring new products to market. Bringing new products to market and ramping up
production requires significant working capital. We have in place a credit
agreement with Coast Business Credit to provide up to $7.5 million of additional
capital to support potential ongoing working capital requirements. We may need
to borrow under this credit facility at some time. We may also sell



                                      -15-
<PAGE>   18

additional shares of our stock or seek additional borrowings or outside capital
infusions. We cannot assure you that such financing options will be available on
terms acceptable to us, if at all. In addition, if we issue shares of our common
stock, our shareholders will experience dilution with respect to their
investment.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Xicor does not use derivative financial instruments in its investment
portfolio. Xicor has an investment portfolio of fixed income securities that are
classified as "held-to-maturity securities".

        These securities, like all fixed income instruments, are subject to
interest rate risk and will fall in value if market interest rates increase.
Xicor attempts to limit this exposure by investing primarily in short-term
securities. Due to the short duration and conservative nature of Xicor's
investment portfolio a movement of 10% by market interest rates would not have a
material impact on Xicor's operating results and the total value of the
portfolio over the next fiscal year.

        Xicor is exposed to risks associated with foreign exchange rate
fluctuations due to our international manufacturing and sales activities. Xicor
generally has not hedged currency exposures. These exposures may change over
time as business practices evolve and could negatively impact our operating
results and financial condition. All of our sales are denominated in U.S.
dollars. An increase in the value of the U.S. dollar relative to foreign
currencies could make our products more expensive and therefore reduce the
demand for our products. Such a decline in the demand could reduce sales and/or
result in operating losses.



                                      -16-
<PAGE>   19

PART II:       OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS.

        On April 17, 2001 Xicor filed suit against Catalyst Semiconductor in
Delaware Federal District Court alleging violation of a Xicor Digital
Potentiometer patent. Xicor has asked the court to issue a permanent injunction
barring Catalyst from using Xicor's patented technology in their recently
announced mixed-signal, nonvolatile, Digitally Programmable Potentiometer
products.

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

(a)     Exhibits:

        None.


(b)     Reports on Form 8-K:

        No reports on Form 8-K were filed with the Securities and Exchange
        Commission during the quarter ended April 1, 2001.


                                   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/ Louis DiNardo
                                  ----------------------------------
                                  Louis DiNardo
                                  Chief Executive Officer
                                  (Principal Executive Officer)

                                  By /s/ Geraldine N. Hench
                                  ----------------------------------
                                  Geraldine N. Hench
                                  Vice President, Finance
                                 (Principal Financial Officer)


Date:  May 14, 2001



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