UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

Amendment No. 2



(Mark One)



| | X | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 28, 2003
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



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: 001-13748



ZiLOG, Inc.

(Exact name of registrant as specified in its charter)



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



532 Race Street, San
Jose, California, 95126

(Address of principal executive offices)



Registrants telephone number, including area code:

(408) 558-8500



Indicate
by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes X         No



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)



Yes 
        NoX



As of October 31, 2003, there were 29,090,045 shares of the Companys Common Stock, $0.01 par value outstanding.



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PART II



OTHER INFORMATION



The Company is filing this amendment solely to amend Part II, Item 6 to amend Exhibit 10.2 to disclose certain information previously redacted from
such exhibit.



Item 6. Exhibits and Reports on Form 8-K



a) Exhibits are filed or incorporated herein by reference as indicated below:



|              |  |                                                                                                                                                                                                                             
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                 
|              | 
|10.2          |  | Settlement Agreement and Release, dated September 15, 2003, by and between Daniel Jochnowitz and ZiLOG, Inc.                                                                                                                
|              | 
|31            |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 dated March 11, 2004.
|              | 
|32            |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
March 11, 2004.                

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---

ZiLOG, Inc.



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.



|                     |  |  |  |  |  |                          |  |                                                                         
|-------------------- |  |  |  |  |  | ------------------------ |  | ------------------------------------------------------------------------
|Date: March 11, 2004 |  |  |  |  |  | ZiLOG, Inc. (Registrant)
|                     |  |  |  | 
|                     |  |  |  |  |  |                          |  | /s/    PERRY J. GRACE                                                   
|                     |  |  |  |  |  |                          |  |                                                                         
|                     |  |  |  |  |  |                          |  | Vice President and Chief Financial Officer (Duly Authorized Officer)    
|                     |  |  |  | 
|                     |  |  |  |  |  |                          |  | /s/    JAMES M. THORBURN                                                
|                     |  |  |  |  |  |                          |  |                                                                         
|                     |  |  |  |  |  |                          |  | Chairman, Chief Executive Officer and Director (Duly Authorized Officer)

|
|