<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 4, 1999

                                       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 4, 1999
                                   20,310,593

<PAGE>   2

                                   XICOR, INC.

                                    FORM 10-Q

                           QUARTER ENDED JULY 4, 1999



                                      INDEX




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

                  ITEM 1.           FINANCIAL STATEMENTS

                                    Consolidated Balance Sheets at July 4, 1999                    1
                                    and December 31, 1998

                                    Consolidated Statements of Operations for the three            2
                                    and six months ended July 4, 1999 and June 28, 1998

                                    Consolidated Statements of Cash Flows for the three            3
                                    and six months ended July 4, 1999 and June 28, 1998

                                    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 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           10

                  ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.                             11

SIGNATURES                                                                                        11
</TABLE>



                                       -i-


<PAGE>   3

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   XICOR, INC.
                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
<TABLE>
<CAPTION>
                                                                     July 4,           December 31,
                                                                     1999                 1998
                                                                 -------------        -------------
                                                                  (Unaudited)
<S>                                                              <C>                  <C>
Current assets:
   Cash and cash equivalents                                     $  13,939,000        $  17,881,000
   Accounts receivable                                              10,989,000            8,835,000
   Inventories                                                      10,509,000           12,770,000
   Prepaid expenses and other current assets                           671,000            1,016,000
                                                                 -------------        -------------

                  Total current assets                              36,108,000           40,502,000
                                                                 -------------        -------------

Property, plant and equipment,
  at cost less accumulated depreciation                             32,127,000           38,074,000
Other assets                                                           288,000              286,000
                                                                 -------------        -------------
                                                                 $  68,523,000        $  78,862,000
                                                                 =============        =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                               $   8,560,000        $   9,279,000
  Accrued expenses                                                   8,244,000            9,504,000
  Deferred income on shipments to distributors                      10,722,000            9,121,000
  Current portion of long-term obligations                           5,969,000            7,216,000
                                                                 -------------        -------------

                  Total current liabilities                         33,495,000           35,120,000
                                                                 -------------        -------------

Long-term obligations                                               10,575,000           13,137,000
                                                                 -------------        -------------

Shareholders' equity:
  Preferred stock; 5,000,000 shares authorized                              --                   --
  Common stock; 75,000,000 shares authorized;
    20,310,593 and 20,134,427 shares outstanding                   128,470,000          128,232,000
  Accumulated deficit                                             (104,017,000)         (97,627,000)
                                                                 -------------        -------------
                                                                    24,453,000           30,605,000
                                                                 -------------        -------------
                                                                 $  68,523,000        $  78,862,000
                                                                 =============        =============
</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 4, 1999       June 28, 1998        July 4, 1999       June 28, 1998
                                             ------------       -------------        ------------       -------------
<S>                                          <C>                 <C>                 <C>                 <C>
Net sales                                    $ 28,751,000        $ 26,787,000        $ 54,407,000        $ 54,533,000
Cost of sales                                  21,305,000          25,521,000          42,306,000          45,413,000
                                             ------------        ------------        ------------        ------------
  Gross profit                                  7,446,000           1,266,000          12,101,000           9,120,000
                                             ------------        ------------        ------------        ------------

Operating expenses:
  Research and development                      3,683,000           4,628,000           7,242,000           9,194,000
  Selling, general and
    administrative                              5,553,000           5,620,000          10,815,000          11,118,000
                                             ------------        ------------        ------------        ------------
                                                9,236,000          10,248,000          18,057,000          20,312,000
                                             ------------        ------------        ------------        ------------

Income (loss) from operations                  (1,790,000)         (8,982,000)         (5,956,000)        (11,192,000)
Interest expense                                 (359,000)           (481,000)           (751,000)           (981,000)
Interest income                                   156,000             279,000             317,000             635,000
                                             ------------        ------------        ------------        ------------
Income (loss) before income taxes              (1,993,000)         (9,184,000)         (6,390,000)        (11,538,000)
Provision for income taxes                             --                  --                  --                  --
                                             ------------        ------------        ------------        ------------

Net income (loss)                            $ (1,993,000)       $ (9,184,000)       $ (6,390,000)       $(11,538,000)
                                             ============        ============        ============        ============

Net income (loss) per common share:
  Basic                                      $      (0.10)       $      (0.48)       $      (0.32)       $      (0.60)
                                             ============        ============        ============        ============
  Diluted                                    $      (0.10)       $      (0.48)       $      (0.32)       $      (0.60)
                                             ============        ============        ============        ============

Shares used in per share calculations:
  Basic                                        20,257,000          19,108,000          20,215,000          19,099,000
                                             ============        ============        ============        ============
  Diluted                                      20,257,000          19,108,000          20,215,000          19,099,000
                                             ============        ============        ============        ============
</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 4,           June 28,
                                                                 1999              1998
                                                            ------------        ------------
<S>                                                         <C>                 <C>
Cash flows from operating activities:
  Net income (loss)                                         $ (6,390,000)       $(11,538,000)
  Adjustments to reconcile net income (loss) to
    cash provided by (used for) operating activities:
      Depreciation and amortization                            6,663,000           5,992,000
      Changes in assets and liabilities:
        Accounts receivable                                   (2,154,000)          2,700,000
        Inventories                                            2,261,000           3,860,000
        Prepaid expenses and other current assets                345,000              42,000
        Other assets                                              (2,000)             14,000
        Accounts payable and accrued expenses                 (1,979,000)         (4,067,000)
        Deferred income on shipments to distributors           1,601,000          (2,638,000)
                                                            ------------        ------------
Net cash provided by (used for) operating activities             345,000          (5,635,000)
                                                            ------------        ------------

Cash flows from investing activities:
  Investments in plant and equipment, net                       (716,000)         (2,787,000)
  Purchases of short-term investments                                 --          (4,292,000)
  Maturities of short-term investments                                --          11,512,000
                                                            ------------        ------------
Net cash provided by (used for) investing activities            (716,000)          4,433,000
                                                            ------------        ------------

Cash flows from financing activities:
  Repayments of long-term obligations                         (3,809,000)         (3,040,000)
  Net proceeds from sale of common stock                         238,000              36,000
                                                            ------------        ------------
Net cash used for financing activities                        (3,571,000)         (3,004,000)
                                                            ------------        ------------

Decrease in cash and cash equivalents                         (3,942,000)         (4,206,000)
Cash and cash equivalents at beginning of year                17,881,000          21,106,000
                                                            ------------        ------------
Cash and cash equivalents at end of period                  $ 13,939,000        $ 16,900,000
                                                            ============        ============

Supplemental information:
Cash paid (refunded) for:
  Interest expense                                          $    825,000        $    982,000
  Income taxes                                                    24,000            (110,000)
Equipment acquired pursuant to long-term obligations                  --           1,097,000
</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, 1998 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 2,778,525 shares of
common stock were outstanding at July 4, 1999, but were excluded from the
earnings per share (EPS) computation as they were antidilutive.

NOTE 3 - COMPREHENSIVE INCOME (LOSS):

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

NOTE 4 - BALANCE SHEET DETAIL:


<TABLE>
<CAPTION>
                                                 July 4,           December 31,
                                                  1999                1998
                                             -------------        -------------
<S>                                          <C>                  <C>
Inventories:
  Raw materials and supplies                 $   1,085,000        $   1,450,000
  Work in process                                5,993,000            7,036,000
  Finished goods                                 3,431,000            4,284,000
                                             -------------        -------------
                                             $  10,509,000        $  12,770,000
                                             =============        =============
Property, plant and equipment:
  Leasehold improvements                     $  17,439,000        $  17,674,000
  Equipment                                    121,623,000          124,371,000
  Furniture and fixtures                         1,891,000            1,881,000
  Construction in progress                         603,000            1,501,000
                                             -------------        -------------
                                               141,556,000          145,427,000
  Less accumulated depreciation               (109,429,000)        (107,353,000)
                                             -------------        -------------
                                             $  32,127,000        $  38,074,000
                                             =============        =============
Accrued expenses:
  Accrued wages and employee benefits        $   4,159,000        $   4,038,000
  Other accrued expenses                         4,085,000            5,466,000
                                             -------------        -------------
                                             $   8,244,000        $   9,504,000
                                             =============        =============
</TABLE>



                                       -4-

<PAGE>   7


Accounts receivable:

         Accounts receivable at July 4, 1999 and December 31, 1998 are presented
net of an allowance for doubtful accounts of $500,000.

Accrued restructuring costs:

         During 1998 Xicor announced and began to implement a restructuring plan
to revise its manufacturing and procurement strategies to significantly increase
outsourcing of wafer fabrication and product testing to overseas subcontractors
and to streamline operations. Estimated restructuring costs of $1.4 million were
accrued at December 31, 1998. During the first half of 1999, $0.4 million of
severance costs were paid, with the $1.0 million balance of accrued
restructuring costs expected to be paid by 2000.

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, 1998. The results of
operations for the three and six months ended July 4, 1999 are not necessarily
indicative of results to be expected in future periods.

RESULTS OF OPERATIONS

         Sales for the first half of 1999 were relatively level compared to the
prior year. First quarter 1999 sales of $25.7 million were lower than the $27.7
million reported in the prior year primarily due to lower average selling
prices. Second quarter 1999 sales of $28.8 million increased 12% compared to
first quarter 1999 sales, driven by increased unit shipments into wireless
communications and networking applications. Sales for the second quarter of 1999
were 7% higher than second quarter 1998 sales of $26.8 million primarily due to
increased sales to Asian customers, including sales into wireless communications
applications.

         Gross profit as a percentage of sales was 26% and 22% for the three and
six months ended July 4, 1999 compared to 5% and 17% for the comparable 1998
periods. The 1998 gross profit percentage was impacted by lower average selling
prices as a result of competitive price pressures, Xicor's increased
manufacturing cost level associated with increased production capacity and
upgrading of the wafer fabrication operations during 1996 and 1997 and decreased
factory utilization. After the first quarter of 1998 Xicor substantially reduced
the production volume in its factory in response to declining business
conditions. Unfavorable overhead variances that resulted from the fixed nature
of certain manufacturing costs and the smaller number of units in production
were expensed. Additionally, in the second quarter of 1998, Xicor


                                       -5-


<PAGE>   8

wrote down inventories by $2.2 million to cover declining sales prices and
inventories of certain devices that were discontinued as Xicor streamlines its
product portfolio. To control wafer fabrication costs, Xicor has continued to
limit 1999 wafer output at its in-house plant by operating at about one-third of
its full capacity. Although the income statement was burdened by the related
factory underutilization, the gross profit percentage improved in the second
quarter of 1999 compared to the first quarter of 1999 primarily due to product
mix and increased production outsourcing.

         Research and development expenses were 13% of sales in the three and
six months ended July 4, 1999 compared to 17% in the comparable prior year
periods. Research and development expenses decreased as a percentage of sales
primarily due to lower personnel and depreciation costs and higher sales.

         Selling, general and administrative expenses were 19% and 20% of sales,
respectively, for the three and six months ended July 4, 1999 compared to 21%
and 20% for the comparable prior year periods. Selling, general and
administrative expenses declined as a percentage of sales in the second quarter
of 1999 primarily due to higher sales.

         Interest expense decreased in the second quarter and the first half of
1999 compared to the second quarter and first half of 1998 due to normal
principal payments of outstanding lease debt.

         Interest income decreased in the second quarter and first half of 1999
compared to the comparable prior year periods due to a decrease in the average
balance invested caused primarily by Xicor's use of such funds for operating
activities during 1998 and the first quarter of 1999, ongoing debt repayments
and 1998 and 1999 capital asset purchases.

         No taxes were provided in 1999 or 1998 due to the net loss. Net
deferred tax assets of $44.7 million at December 31, 1998 remain fully reserved
because of the uncertainty regarding the ultimate realization of these assets.

         During 1998 Xicor announced and began to implement a restructuring plan
to change its manufacturing and procurement strategies to significantly increase
outsourcing of wafer fabrication and product testing to overseas subcontractors
and to streamline operations. In the second quarter of 1999 Xicor entered into
agreements with ZMD GmbH of Germany and Sanyo Electric Co., Ltd. of Japan to
fabricate wafers for Xicor. These foundry relationships are intended to
supplement Xicor's foundry activities with Yamaha Corporation of Japan, which
currently produces about one-third of Xicor's wafer requirements. With this
additional foundry capability, Xicor has set a goal to outsource all wafer
fabrication operations in the long-term.


                                       -6-


<PAGE>   9

LIQUIDITY AND CAPITAL RESOURCES

         During the balance of 1999 Xicor expects to use cash to fund operating
activities, repay long-term obligations and purchase equipment. In the first
half of 1999, Xicor generated $0.3 million of cash from operating activities and
used $3.8 million to repay long-term obligations and $0.7 million for equipment
purchases. Capital expenditures for 1999 are currently planned at approximately
$2 million. At July 4, 1999, 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 31, 2000, 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 4, 1999, 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. Subsequent to the
second quarter of 1999, $1.7 million of the line of credit was 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 the continuation
of underutilization of Xicor's in-house wafer fabrication plant in 1999, the
intent for the ZMD GmbH and Sanyo Electric Co., Ltd. foundry relationships to
supplement Xicor's foundry activities with Yamaha, the goal to outsource all
wafer fabrication operations in the long-term and the expectation that currently
available cash and the existing line of credit facility will be adequate to
support Xicor's operations for the next twelve months.

         Except for historical information, the matters discussed in this
Quarterly Report are forward-looking statements that are subject to certain
risks and uncertainties that could cause the actual results to differ materially
from those projected. Factors that could cause Xicor's actual results to differ
materially include the following: general economic conditions and conditions
specific to the semiconductor industry, fluctuations in customer demand,
competitive factors such as pricing pressures on existing products and the
timing and market acceptance of new product introductions, Xicor's ability to
have available an appropriate amount of competitive cost foundry production
capacity in a timely manner, our foundry partners' timely ability to
successfully manufacture products for Xicor using Xicor's proprietary
technology, manufacturing efficiencies, the ability to continue effective cost
reductions, the timely development of new products and submicron processes, the
ability of Xicor, its customers, vendors and subcontractors to make their
systems Year 2000 compliant, and the risk factors listed from time to time in
Xicor's SEC



                                       -7-


<PAGE>   10

reports, including but not limited to the "Factors Affecting Future Results"
section following and Part I, Item 1. of Xicor's Form 10-K for the year ended
December 31, 1998. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Xicor
undertakes no obligation to publicly release or otherwise disclose the result of
any revision to these forward-looking statements which may be made as a result
of events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

FACTORS AFFECTING FUTURE RESULTS

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

         The semiconductor industry is also characterized by substantial capital
and research and development investment for products and processes. The rapid
rate of technological change within the industry requires Xicor to continually
develop new and improved products and processes to maintain its competitive
position. Xicor expects to continue to invest in the research and development of
new products and manufacturing processes during the remainder of 1999, although
these research and development efforts and new products may not be successful.

         Xicor uses a significant number of computer software programs and
operating systems and intelligent hardware devices in its internal operations,
including information technology (IT) systems and non-IT systems used in the
design, manufacture and marketing of company products. These items are
considered to be Year 2000 "objects" and to the extent that these objects are
unable to correctly recognize and process date dependent information beyond the
year 1999, some level of modification or replacement is necessary.

         Xicor's Year 2000 Compliance Program addresses Xicor IT and non-IT
systems, Xicor products, key suppliers and key customers. The compliance program
consists of five phases: Planning, Assessment, Renovation, Validation and
Implementation. At the end of the second quarter of 1999, 90% of all the objects
used in the internal systems of Xicor were in the



                                       -8-


<PAGE>   11

Validation or Implementation phase. Company actions have and continue to include
replacing certain systems, while modifying others. Xicor plans to have all
critical objects that would prevent Xicor from meeting its customer commitments
completed by the end of the third quarter of 1999. Xicor believes its products
are Year 2000 compliant. Xicor is also actively working with key suppliers of
products and services to determine that the suppliers' operations and the
products and services they provide are Year 2000 compliant. Approximately 30% of
Xicor's key suppliers are Year 2000 compliant while the majority of the
remaining suppliers have active Year 2000 programs in place. Xicor is developing
contingency plans for Year 2000 non-compliance. These plans include identifying
alternate suppliers, vendors, procedures, generating supply and equipment lists,
conducting staff training and developing communication plans. In some cases, the
contingency plan will be to get the system modified and operational as soon as
possible. Based on currently available information, the incremental costs
associated with these efforts are expected to be less than $0.5 million, a
portion of which relates to the purchase of software and hardware and will be
capitalized. Approximately 60% of these costs have been incurred to date.

         Year 2000 compliance issues could have a significant impact on Xicor's
operations and its financial results if modifications cannot be completed in a
timely manner; unforeseen needs or problems arise or if the systems operated by
Xicor's customers, vendors or subcontractors are not Year 2000 compliant.

         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. In view of the nature and mix of
Xicor's total portfolio, a movement of 10% by market rates would not have a
material impact on the total value of the portfolio at July 4, 1999.

         Xicor makes certain purchases denominated in foreign currencies. As a
result, Xicor's cash flows and earnings are exposed to fluctuations in interest
rates and foreign currency exchange rates. Xicor attempts to limit these
exposures through operational strategies and generally has not hedged currency
exposures.

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



                                      -9-

<PAGE>   12

PART II: OTHER INFORMATION

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

On June 4, 1999 the shareholders of Xicor held their annual meeting in Milpitas,
California. The holders of 18,671,929 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 persons were elected directors:


<TABLE>
<CAPTION>
                                          Votes for        Votes withheld
                                          ---------        --------------
<S>                                       <C>                 <C>
         Raphael Klein                    17,296,756          1,375,173
         Bruce Gray                       17,305,716          1,366,213
         Julius Blank                     17,294,266          1,377,663
         Andrew W. Elder                  17,305,066          1,366,863
         Geoffrey C. Winkler              17,304,406          1,367,523
</TABLE>


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

         (1)      To approve an amendment to the Company's Bylaws to increase
                  the authorized number of directors to no less than four (4)
                  nor more than seven (7) and initially set the number of
                  directors at five (5). As of the annual meeting date, the
                  Company had not received sufficient votes to approve the
                  proposal. As a result, for this proposal the meeting was
                  adjourned to June 25, 1999 and subsequently to July 14, 1999
                  pursuant to Section 601(d) of the General Corporation Law of
                  the State of California and Article III, Section 4 of Xicor's
                  Bylaws. At the July 14, 1999 meeting the resolution was
                  passed, 10,156,243 shares voting in favor, 427,463 shares
                  voting against and 57,990 shares abstaining.

         (2)      To approve and ratify amendments to the Company's 1990
                  Incentive and Non-Incentive Stock Option Plan including an
                  increase of 250,000 shares of Common Stock issuable
                  thereunder. The resolution was passed, 15,789,522 shares
                  voting in favor, 2,689,237 shares voting against and 193,170
                  shares abstaining.

         (3)      To ratify the designation of PricewaterhouseCoopers LLP as
                  independent accountants for the period ending December 31,
                  1999. The resolution was passed, 18,467,340 shares voting in
                  favor, 144,794 shares voting against and 59,795 shares
                  abstaining.



                                      -10-

<PAGE>   13

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

(a)      Exhibits:

         10.8A    Fourth Amendment to Loan Documents and Letter of Credit
                  Collateral Agreement

         27       Financial Data Schedule

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed with the Securities and Exchange
         Commission during the quarter ended July 4, 1999.


                                   SIGNATURES

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


                                    XICOR, INC., a
                                    California Corporation


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


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


Date:  August 13, 1999



                                      -11-

<PAGE>   14

                               Index to Exhibits



Number                                   Description
------                                   -----------
 10.8A        Fourth Amendment to Loan Documents and Letter of Credit Collateral
              Agreement

 27           Financial Data Schedule