<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 July 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 JULY 1, 2001
                                   21,775,477


<PAGE>   2

                                   XICOR, INC.

                                    FORM 10-Q

                           QUARTER ENDED JULY 1, 2001


                                      INDEX


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

               ITEM 1. FINANCIAL STATEMENTS

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

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

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

                       Notes to Consolidated Financial Information               4

               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS                     6

PART II:       OTHER INFORMATION

               ITEM 1. LEGAL PROCEEDINGS                                        16

               ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      16

               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
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         July 1,           December 31,
                                                          2001                 2000
                                                      -------------       -------------
<S>                                                   <C>                 <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents                           $  30,466,000       $  29,121,000
  Accounts receivable                                     7,787,000          10,812,000
  Inventories                                             7,098,000          14,380,000
  Prepaid expenses and other current assets                 390,000             639,000
                                                      -------------       -------------
        Total current assets                             45,741,000          54,952,000

Property, plant and equipment,
  at cost less accumulated depreciation                   6,729,000           9,166,000
Other assets                                                221,000             205,000
                                                      -------------       -------------
                                                      $  52,691,000       $  64,323,000
                                                      =============       =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                    $  13,223,000       $  11,132,000
  Accrued expenses                                       10,799,000          12,637,000
  Deferred income on shipments to distributors           12,123,000          14,258,000
  Deferred gain on sale of fab assets                     3,341,000           4,600,000
  Current portion of long-term obligations                  585,000             766,000
                                                      -------------       -------------
        Total current liabilities                        40,071,000          43,393,000

Long-term obligations                                     1,218,000             715,000
                                                      -------------       -------------
        Total liabilities                                41,289,000          44,108,000
                                                      -------------       -------------
Shareholders' equity:
  Preferred stock; 5,000,000 shares authorized                   --                  --
  Common stock; 75,000,000 shares authorized;
    21,775,477 and 21,466,270 shares outstanding        132,394,000         131,605,000
  Accumulated deficit                                  (120,992,000)       (111,390,000)
                                                      -------------       -------------
                                                         11,402,000          20,215,000
                                                      -------------       -------------
                                                      $  52,691,000       $  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                     Six Months Ended
                                            -------------------------------       -------------------------------
                                            July 1, 2001       July 2, 2000       July 1, 2001       July 2, 2000
                                            ------------       ------------       ------------       ------------
<S>                                         <C>                <C>                <C>                <C>
Net sales                                   $ 19,119,000       $ 30,121,000       $ 43,154,000       $ 62,266,000
Cost of sales                                 10,089,000         17,413,000         31,608,000         35,959,000
                                            ------------       ------------       ------------       ------------
  Gross profit                                 9,030,000         12,708,000         11,546,000         26,307,000
                                            ------------       ------------       ------------       ------------

Operating expenses:
  Research and development                     3,767,000          3,953,000          7,661,000          8,027,000
  Selling, general and administrative          4,899,000          6,556,000         10,866,000         12,951,000
  Restructuring charge (credit)                       --           (189,000)         3,205,000           (189,000)
                                            ------------       ------------       ------------       ------------
                                               8,666,000         10,320,000         21,732,000         20,789,000
                                            ------------       ------------       ------------       ------------

Income (loss) from operations                    364,000          2,388,000        (10,186,000)         5,518,000
Interest expense                                 (31,000)          (242,000)           (76,000)          (507,000)
Interest income                                  332,000            373,000            755,000            690,000
                                            ------------       ------------       ------------       ------------

Income (loss) before income taxes                665,000          2,519,000         (9,507,000)         5,701,000
Provision for income taxes                        34,000            117,000             95,000            276,000
                                            ------------       ------------       ------------       ------------
Net income (loss)                           $    631,000       $  2,402,000       $ (9,602,000)      $  5,425,000
                                            ============       ============       ============       ============

Net income (loss) per common share:
  Basic                                     $       0.03       $       0.11       $      (0.45)      $       0.26
                                            ============       ============       ============       ============
  Diluted                                   $       0.03       $       0.10       $      (0.45)      $       0.23
                                            ============       ============       ============       ============

Shares used in per share calculations:
  Basic                                       21,645,000         21,172,000         21,566,000         21,033,000
                                            ============       ============       ============       ============
  Diluted                                     23,673,000         23,048,000         21,566,000         23,286,000
                                            ============       ============       ============       ============
</TABLE>



          See accompanying notes to consolidated financial information



                                      -2-
<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                   -------------------------------
                                                                   July 1, 2001       July 2, 2000
                                                                   ------------       ------------
<S>                                                                <C>                <C>
Cash flows from operating activities:
  Net income (loss)                                                $ (9,602,000)      $  5,425,000
  Adjustments to reconcile net income (loss) to cash provided
    by operating activities:
      Depreciation                                                    2,090,000          2,006,000
      Amortization of fab gain                                       (1,259,000)                --
      Non-cash restructuring charge                                   1,249,000                 --
      Changes in assets and liabilities:
       Accounts receivable                                            3,025,000         (2,767,000)
       Inventories                                                    7,282,000           (319,000)
       Prepaid expenses and other current assets                        249,000            119,000
       Other assets                                                     (16,000)            51,000
       Accounts payable and accrued expenses                            253,000          3,905,000
       Deferred income on shipments to distributors                  (2,135,000)            13,000
                                                                   ------------       ------------
Net cash provided by operating activities                             1,136,000          8,433,000
                                                                   ------------       ------------

Cash flows from investing activities:
 Investments in plant and equipment, net                                (83,000)        (2,821,000)
                                                                   ------------       ------------
Net cash used in investing activities                                   (83,000)        (2,821,000)
                                                                   ------------       ------------
Cash flows from financing activities:
 Repayments of long-term obligations                                   (497,000)        (2,460,000)
 Net proceeds from sale of common stock                                 789,000          1,755,000
                                                                   ------------       ------------
Net cash provided by (used in) financing activities                     292,000           (705,000)
                                                                   ------------       ------------

Increase in cash and cash equivalents                                 1,345,000          4,907,000
Cash and cash equivalents at beginning of year                       29,121,000         22,233,000
                                                                   ------------       ------------
Cash and cash equivalents at end of quarter                        $ 30,466,000       $ 27,140,000
                                                                   ============       ============

Supplemental information:
Cash paid (refunded) during the year for:
  Interest expense                                                 $     92,000       $    262,000
  Income taxes                                                          (72,000)           231,000
Equipment acquired pursuant to long-term obligations                    819,000                 --
</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 5,034,113 shares of
common stock were outstanding at July 1, 2001, but were excluded from the
earnings per share (EPS) computation for the six months ended July 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>
                                                 July 1,           December 31,
                                                  2001                2000
                                              ------------         ------------
<S>                                           <C>                  <C>
Inventories:
  Raw materials and supplies                  $    267,000         $    616,000
  Work in process                                5,140,000            9,681,000
  Finished goods                                 1,691,000            4,083,000
                                              ------------         ------------
                                              $  7,098,000         $ 14,380,000
                                              ============         ============
Property, plant and equipment:
  Leasehold improvements                      $  2,664,000         $  3,846,000
  Equipment                                     37,420,000           41,318,000
  Furniture and fixtures                         1,098,000            1,228,000
  Construction in progress                              --              615,000
                                              ------------         ------------
                                                41,182,000           47,007,000
  Accumulated depreciation                     (34,453,000)         (37,841,000)
                                              ------------         ------------
                                              $  6,729,000         $  9,166,000
                                              ============         ============
</TABLE>


                                      -4-
<PAGE>   7
<TABLE>
<S>                                           <C>                  <C>
Accrued expenses:
  Accrued wages and employee benefits         $  2,307,000         $ 2,842,000
  Accrued restructuring liabilities              2,634,000           2,537,000
  Other accrued expenses                         5,858,000           7,258,000
                                              ------------         -----------
                                              $ 10,799,000         $12,637,000
                                              ============         ===========
</TABLE>

Accounts receivable:

        Accounts receivable at July 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 included 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 was
vacated as a result of the restructuring plan.

        In the first half of 2001, Xicor reduced its workforce by 60 employees
and utilized $1.8 million of the restructuring reserve for related severance
costs and $0.1 million for other restructuring related costs. The majority of
the remaining reductions in workforce are planned to occur in the third quarter
of 2001. At July 1, 2001, the restructuring accrual of $2.6 million consisted of
$1.7 million of severance costs to reduce the workforce by approximately 85
employees, primarily in manufacturing, administrative and support groups, and
$0.9 million of other costs associated with vacated facilities, including the
building which housed our test operations.

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



                                      -5-
<PAGE>   8

products. The case is in the discovery stage and while the Company believes that
the ultimate outcome of this matter will not have a material adverse effect on
the Company's financial position or results of operations, legal costs
associated with protecting the Company's Digital Potentiometer patent are
expected to increase.

Recent Accounting Pronouncements:

        In July 2001, the Financial Accounting Standards Board (FASB) issued
FASB Statements Nos. 141 and 142 (FAS 141 and FAS 142), "Business Combinations"
and "Goodwill and Other Intangible Assets." FAS 141 replaces APB 16 and
eliminates pooling-of-interests accounting prospectively. It also provides
guidance on purchase accounting related to the recognition of intangible assets
and accounting for negative goodwill. FAS 142 changes the accounting for
goodwill from an amortization method to an impairment-only approach. Under FAS
142, goodwill will be tested annually and whenever events or circumstances occur
indicating that goodwill might be impaired. FAS 141 and FAS 142 are effective
for all business combinations completed after June 30, 2001. The Company
believes that adopting FAS 141 and FAS 142 will not have a material impact on
its financial position and results of 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 and six months ended July 1, 2001 are not necessarily
indicative of results to be expected in future periods.

RESULTS OF OPERATIONS

        Sales for the second quarter of 2001 were $19.1 million, compared to
$24.0 million in the first quarter of 2001 and $30.1 million in the second
quarter of 2000. Xicor's sales are derived from two product groups, mixed-signal
products and memory products. Mixed-signal product sales for the second quarter
of 2001 were $10.9 million, compared to $10.8 million in both the first quarter
of 2001 and the second quarter of 2000. Memory product sales for the second
quarter of 2001 were $8.2 million, compared to $13.2 million in the first
quarter of 2001 and $19.3 million in the second quarter of 2000. The decline in
memory product sales is principally attributable to the serial EEPROM business
that Xicor is in the process of exiting.

        Overall economic and industry-wide conditions were weak in the first
half of 2001. The economic slowdown is continuing in the third quarter of 2001
and the Company expects overall sales to decline from the second quarter of 2001
by approximately 10 to 12% principally due to lower serial 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 included an $8.2 million



                                      -6-
<PAGE>   9

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
housed 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 47% in the second quarter of
2001 compared to 42% in the second quarter of 2000. Gross profit as a percentage
of sales was 27% in the first six months 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 46% in the first six months of 2001 compared to 42% in
the first six months of 2000. The gross profit percentage in the three and six
months ended July 1, 2001 benefited from the increased percentage of
mixed-signal sales, the quarterly amortization of $0.6 million of the deferred
gain on the sale of the fab assets and lower costs associated with outsourcing.
The gross profit percentage is expected to 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 three and
six months ended July 1, 2001 compared to the comparable prior year periods. The
Company continues to invest in research and development to support new product
and process development.

        Selling, general and administrative expenses decreased to $4.9 million
in the second quarter of 2001 from $6.0 million in the first quarter of 2001 and
$6.6 million in the second quarter of 2000 due primarily to cost cutting
measures implemented during the first quarter of 2001 and, to a lesser extent,
lower commission expense resulting from the decreased sales.

        Operating expenses are expected to decrease marginally in the third
quarter of 2001 compared to the second quarter of 2001 as savings from
completing our restructuring plans and implementing additional cost controls are
partially offset by increased legal costs associated with protecting the
Company's digital potentiometer patent.

        Interest expense decreased in the three and six months ended July 1,
2001 compared to the comparable prior year periods 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. In the second quarter of 2001, Xicor entered into $0.8
million of equipment lease debt and accordingly interest expense is expected to
increase in the third 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



                                      -7-
<PAGE>   10

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 two quarters of 2001. Interest
income decreased in the second quarter of 2001 compared to the second quarter of
2000 principally due to lower interest rates. Interest income is expected to
decrease further in the third quarter of 2001 as a result of lower interest
rates and a decrease in the average balance invested caused primarily by a $2.5
million investment in one of Xicor's foundries, Standard MEMS, Inc., in the
third quarter and cash used to pay restructuring related liabilities.

        The provision for income taxes for the first two quarters of 2001 and
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 July 1, 2001, Xicor had $30.5 million in cash and cash equivalents
compared to $29.1 million at the end of 2000. During the six months ended July
1, 2001, Xicor generated $1.1 million of cash from operating activities and $0.8
million from employee stock plans. Xicor used $0.5 million to repay long-term
obligations and $0.1 million for net equipment purchases ($0.9 million of
equipment purchases, net of $0.8 million of equipment financing).

        During the balance of 2001 Xicor expects to use cash to fund costs
associated with restructuring activities, to invest $2.5 million in Standard
MEMS, Inc. and to repay long-term obligations. Capital expenditures for the
second half of 2001 are currently planned at approximately $1 million. At July
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 July 1, 2001, $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.


"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; the goal to sell the serial memory business;
expected cost reductions from Xicor's restructuring plan; the



                                      -8-
<PAGE>   11

expectation that third quarter 2001 sales will decline from the second quarter
of 2001 by approximately 10 to 12 percent principally due to lower serial 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 third quarter 2001 operating costs
will decrease marginally; the expectation that interest expense will increase;
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. 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 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.

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 products manufactured on our
behalf by third-party suppliers; 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.



                                      -9-
<PAGE>   12

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

        In the first quarter of 2001, Xicor announced its plan to exit from
offering stand-alone low-density serial EEPROM memory products. Xicor's goal is
to sell the serial memory business. However, Xicor may be unable to secure a
buyer for the business, particularly in light of the current weak economic
conditions.

        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. 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.

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 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. We are presently experiencing
an economic downturn that is harming our business. Our continued success depends
on a better supply and demand balance within the industry and the various
electronics industries that use semiconductors, including networking,
communications and industrial companies, returning to more normal buying
patterns.

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 as the market demand
for our customers' products change. A small number of customers have accounted
for a substantial portion of our sales. A reduction, delay, or cancellation of
orders from a large customer could harm our business. The loss of, or reduced
orders by, any of our key customers could result in a significant decline in our
sales.

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



                                      -10-
<PAGE>   13

        Distributors serve as a channel of sale to many end users of our
products. During the second quarter of 2001, approximately 49% of sales were
through distribution, with one distributor accounting for 23% of our sales. Our
distributors and manufacturers' representatives 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.

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.

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 significant competition for qualified personnel in the
semiconductor industry, in particular for the highly skilled engineers involved
in the design and development of our products. At times 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 FOUNDRIES TO MANUFACTURE OUR PRODUCTS AND ON
SUBCONTRACTORS TO SORT, ASSEMBLE AND TEST OUR PRODUCTS AND SHIP OUR PRODUCTS TO
CUSTOMERS SUBJECTS US TO A NUMBER OF RISKS.

        Xicor outsources all manufacturing operations. Our reliance on
third-party foundries and subcontractors to manufacture our products and ship
our products to customers involves the following significant risks:

          o    reduced control over delivery schedules and quality;

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

          o    difficulties selecting and integrating new foundries and
               subcontractors;

          o    limited warranties by third-party manufacturers on products
               supplied to us; and

          o    potential increases in product costs due to capacity shortages
               and other factors.

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

        Additionally, as Xicor shifts manufacturing of existing products between
foundries and third-party subcontractors certain customers require
requalification of such products prior to



                                      -11-
<PAGE>   14

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 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.

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.



                                      -12-
<PAGE>   15

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 Analog Devices, all
of whom have substantially greater financial, technical, marketing,
distribution, and other resources than we do and have their own facilities for
the production of semiconductor components. In addition, our foundry partners
have the right to develop and fabricate products based on our process
technology.

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.

        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

                                      -13-
<PAGE>   16

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.
Our operating results could be seriously harmed by the failure to be able to
protect our intellectual property. 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.

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.

        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 54% of total sales
in the second 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;



                                      -14-
<PAGE>   17

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 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 may be
subject to electrical blackouts due to a shortage of available electrical power.
If these blackouts continue or increase in severity, they could disrupt Xicor's
operations. Business interruption insurance may not provide protection due to
the deductible periods or be enough to compensate us for losses that may occur.
Additionally, Xicor has been unable to obtain earthquake insurance of reasonable
costs and limits.

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 line of
credit agreement with Coast Business Credit that provides up to $7.5 million of
borrowings to support potential ongoing working capital requirements. We may
need to borrow under this credit facility at some time. We may also sell
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



                                      -15-
<PAGE>   18

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.


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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 1, 2001 the shareholders of Xicor held their annual meeting in Milpitas,
California. The holders of 19,903,383 shares of Common Stock were present or
represented by proxy, and accordingly, a quorum was present and matters were
voted upon as follows:

(a) The following were elected directors:

<TABLE>
<CAPTION>
                                              Votes for         Votes withheld
                                              ---------         --------------
<S>                                           <C>                   <C>
     J. Daniel McCranie                       18,998,093            905,290
     Louis DiNardo                            18,259,818          1,643,565
     Julius Blank                             18,529,103          1,374,280
     Andrew W. Elder                          18,626,348          1,277,035
     Emmanuel T. Hernandez                    18,933,058            970,325
     Geoffrey C. Winkler                      18,629,848          1,273,535
</TABLE>

(b) The following resolutions were submitted to a vote of the shareholders at
the meeting:

        (1)    To approve and ratify an amendment to the Company's 2000 Director
               Option Plan to increase the number of shares of Common Stock
               issuable thereunder by 250,000 shares. The resolution was passed,
               15,299,018 shares voting in favor, 3,777,781 shares voting
               against and 826,584 shares abstaining.

        (2)    To approve and ratify an amendment to the Company's 1990
               Incentive and Non-Incentive Stock Option Plan to increase the
               number of shares of Common Stock issuable thereunder by 750,000
               shares. The resolution was passed, 15,261,639 shares voting in
               favor, 3,806,470 shares voting against and 835,274 shares
               abstaining.

        (3)    To ratify the appointment of PricewaterhouseCoopers LLP as
               independent accountants for the period ending December 31, 2001.
               The resolution was passed,


                                      -16-
<PAGE>   19

               19,654,559 shares voting in favor, 220,673 shares voting against
               and 28,151 shares abstaining.



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 July 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 and Administration
                                    (Principal Financial Officer)

Date:  August 13, 2001



                                      -17-