<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 October 1, 2000

                                       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 OCTOBER 1, 2000
                                   21,339,458



<PAGE>   2

                                   XICOR, INC.

                                    FORM 10-Q

                          QUARTER ENDED OCTOBER 1, 2000



                                      INDEX


PART I:  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                     PAGE
                                                                     ----
<S>                                                                  <C>
ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets at October 1, 2000                1
         and December 31, 1999

         Consolidated Statements of Operations for the three and       2
         nine months ended October 1, 2000 and October 3, 1999

         Consolidated Statements of Cash Flows for the nine            3
         months ended October 1, 2000 and October 3, 1999

         Notes to Consolidated Financial Information                   4

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


PART II: OTHER INFORMATION


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

SIGNATURES                                                            17
</TABLE>


                                       -i-

<PAGE>   3


PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   XICOR, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           October 1,           December 31,
                                                             2000                  1999
                                                         -------------         -------------
                                                          (Unaudited)
<S>                                                      <C>                   <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                             $  26,242,000         $  22,233,000
   Accounts receivable                                      12,080,000             8,508,000
   Inventories                                              16,640,000            13,003,000
   Prepaid expenses and other current assets                   287,000               380,000
                                                         -------------         -------------
         Total current assets                               55,249,000            44,124,000

Property, plant and equipment,
   at cost less accumulated depreciation                     9,151,000             8,835,000
Other assets                                                 1,785,000             1,835,000
                                                         -------------         -------------
                                                         $  66,185,000         $  54,794,000
                                                         =============         =============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                      $  13,443,000         $   8,018,000
   Accrued expenses                                         14,558,000            14,343,000
   Deferred income on shipments to distributors             12,790,000            12,828,000
   Current portion of long-term obligations                  5,792,000             5,362,000
                                                         -------------         -------------
         Total current liabilities                          46,583,000            40,551,000

Long-term obligations                                        5,624,000             9,794,000
                                                         -------------         -------------
            Total liabilities                               52,207,000            50,345,000
                                                         -------------         -------------

Shareholders' equity:
   Preferred stock; 5,000,000 shares authorized                     --                    --
   Common stock; 75,000,000 shares authorized;
     21,339,458 and 20,595,261 shares outstanding          131,064,000           129,005,000
   Accumulated deficit                                    (117,086,000)         (124,556,000)
                                                         -------------         -------------
                                                            13,978,000             4,449,000
                                                         -------------         -------------
                                                         $  66,185,000         $  54,794,000
                                                         =============         =============
</TABLE>

          See accompanying notes to consolidated financial information


                                       1
<PAGE>   4

                                   XICOR, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      Three Months Ended                       Nine Months Ended
                                              ---------------------------------         ---------------------------------
                                               October 1,          October 3,           October 1,           October 3,
                                                  2000                1999                 2000                 1999
                                              ------------         ------------         ------------         ------------
<S>                                           <C>                  <C>                  <C>                  <C>
Net sales                                     $ 31,060,000         $ 29,542,000         $ 93,326,000         $ 83,949,000
Cost of sales                                   18,606,000           18,840,000           54,565,000           61,146,000
                                              ------------         ------------         ------------         ------------
   Gross profit                                 12,454,000           10,702,000           38,761,000           22,803,000
                                              ------------         ------------         ------------         ------------
Operating expenses:
   Research and development                      3,966,000            3,581,000           11,993,000           10,823,000
   Selling, general and administrative           6,774,000            5,864,000           19,725,000           16,679,000
   Restructuring credit                           (256,000)                  --             (445,000)                  --
                                              ------------         ------------         ------------         ------------
                                                10,484,000            9,445,000           31,273,000           27,502,000
                                              ------------         ------------         ------------         ------------
Income (loss) from operations                    1,970,000            1,257,000            7,488,000           (4,699,000)
Interest expense                                  (215,000)            (354,000)            (722,000)          (1,105,000)
Interest income                                    384,000              171,000            1,074,000              488,000
                                              ------------         ------------         ------------         ------------
Income (loss) before income taxes                2,139,000            1,074,000            7,840,000           (5,316,000)
Provision for income taxes                          94,000                   --              370,000                   --
                                              ------------         ------------         ------------         ------------
Net income (loss)                             $  2,045,000         $  1,074,000         $  7,470,000         $ (5,316,000)
                                              ============         ============         ============         ============
Net income (loss) per common share:
   Basic                                      $       0.10         $       0.05         $       0.35         $      (0.26)
                                              ============         ============         ============         ============
   Diluted                                    $       0.09         $       0.05         $       0.32         $      (0.26)
                                              ============         ============         ============         ============
Shares used in per share calculations:
   Basic                                        21,280,000           20,364,000           21,115,000           20,265,000
                                              ============         ============         ============         ============
   Diluted                                      23,153,000           22,141,000           23,319,000           20,265,000
                                              ============         ============         ============         ============
</TABLE>


          See accompanying notes to consolidated financial information


                                       2
<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                                  ---------------------------------
                                                                                    October 1,           October 3,
                                                                                      2000                 1999
                                                                                  ------------         ------------
<S>                                                                               <C>                  <C>
Cash flows from operating activities:
  Net income (loss)                                                               $  7,470,000         $ (5,316,000)
  Adjustments to reconcile net income (loss) to cash provided by operating
    activities:
      Depreciation                                                                   3,020,000            9,949,000
      Changes in assets and liabilities:
        Accounts receivable                                                         (3,572,000)          (3,026,000)
        Inventories                                                                 (3,637,000)             618,000
        Prepaid expenses and other current assets                                       93,000              339,000
        Other assets                                                                    50,000              (16,000)
        Accounts payable and accrued expenses                                        5,640,000           (2,492,000)
        Deferred income on shipments to distributors                                   (38,000)           2,684,000
                                                                                  ------------         ------------
Net cash provided by operating activities                                            9,026,000            2,740,000
                                                                                  ------------         ------------
Cash flows from investing activities:
  Investments in plant and equipment, net                                           (3,336,000)            (930,000)
                                                                                  ------------         ------------
Net cash used in investing activities                                               (3,336,000)            (930,000)
                                                                                  ------------         ------------
Cash flows from financing activities:
  Repayments of long-term obligations                                               (3,740,000)          (5,649,000)
  Net proceeds from sale of common stock                                             2,059,000              425,000
                                                                                  ------------         ------------
Net cash used in financing activities                                               (1,681,000)          (5,224,000)
                                                                                  ------------         ------------
Increase (decrease) in cash and cash equivalents                                     4,009,000           (3,414,000)
Cash and cash equivalents at beginning of year                                      22,233,000           17,881,000
                                                                                  ------------         ------------
Cash and cash equivalents at end of period                                        $ 26,242,000         $ 14,467,000
                                                                                  ============         ============
Supplemental information:
Cash paid during the year for:
  Interest expense                                                                $    717,000         $  1,174,000
  Income taxes                                                                         259,000               80,000
</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, 1999 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. Dilutive potential common shares consist of
employee stock options. Options to purchase 2,891,650 shares of common stock
were outstanding at October 3, 1999, but were excluded from the earnings per
share (EPS) computation for the nine months ended October 3, 1999 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>
                                                October 1,         December 31,
                                                  2000                 1999
                                              ------------         ------------
<S>                                           <C>                  <C>
Inventories:
   Raw materials and supplies                 $  1,156,000         $  1,061,000
   Work in process                               8,997,000            7,419,000
   Finished goods                                6,487,000            4,523,000
                                              ------------         ------------
                                              $ 16,640,000         $ 13,003,000
                                              ============         ============
Property, plant and equipment:
   Leasehold improvements                     $  3,924,000         $  2,582,000
   Equipment                                    42,219,000           42,485,000
   Furniture and fixtures                        1,343,000            1,343,000
   Construction in progress                      1,125,000            1,223,000
                                              ------------         ------------
                                                48,611,000           47,633,000
   Accumulated depreciation                    (39,460,000)         (38,798,000)
                                              ------------         ------------
                                              $  9,151,000         $  8,835,000
                                              ============         ============
Accrued expenses:
   Accrued wages and employee benefits        $  4,170,000         $  3,907,000
   Accrued restructuring liabilities             5,642,000            6,289,000
   Other accrued expenses                        4,746,000            4,147,000
                                              ------------         ------------
                                              $ 14,558,000         $ 14,343,000
                                              ============         ============
</TABLE>


                                       4
<PAGE>   7

Accounts receivable:

        Accounts receivable at October 1, 2000 and December 31, 1999 are
presented net of an allowance for doubtful accounts of $500,000.

Accrued restructuring costs:

        During 1998 Xicor began to revise its manufacturing and procurement
strategies to significantly increase outsourcing of wafer fabrication and
product testing to overseas subcontractors and to streamline operations.
Throughout 1999, products manufactured by an outside foundry comprised an
increasing proportion of Xicor's production and during the fourth quarter of
1999, two other foundries successfully produced initial wafers based on
specifications provided by Xicor. Since Xicor had multiple third-party locations
able to produce its products at significantly lower unit costs than the Milpitas
in-house facility, Xicor decided to close its Milpitas in-house wafer
fabrication facility and use third party foundries for all of Xicor's wafer
fabrication production. The decision to close the Milpitas facility was approved
by Xicor's Board of Directors in December 1999. Related reductions in workforce
of approximately 200 employees, primarily in manufacturing and related support
groups, occurred primarily in the fourth quarter of 2000. The following table
sets forth activity against the accrual and the remaining restructuring accrual
balance at October 1, 2000:

<TABLE>
<CAPTION>
                                                                 Restructuring Accrual
                                    -------------------------------------------------------------------------
                                                                 Nine Months Ended
                                                                   October 1, 2000
                                                        ----------------------------------
                                    December 31,            Expense                                October 1,
                                       1999                (Credit)             Utilized             2000
                                    -----------         ---------------        -----------        -----------
<S>                                 <C>                 <C>                    <C>                <C>
Fab closure costs                   $ 3,555,000         $  (119,000)(1)        $        --        $ 3,436,000
Employee severance and other          2,365,000                  --                412,000          1,953,000
Equipment lease costs                 1,484,000            (256,000)(2)                 --          1,228,000
Idle facilities charge                  878,000             (70,000)(1)             46,000            762,000
                                    -----------         -----------            -----------        -----------
                                      8,282,000         $  (445,000)           $   458,000          7,379,000
                                                        ===========            ===========
Less:  long-term obligations         (1,993,000)                                                   (1,737,000)
                                    -----------                                                   -----------
                                    $ 6,289,000                                                   $ 5,642,000
                                    ===========                                                   ===========
</TABLE>

(1) During the quarter ended July 2, 2000, the Company successfully completed
certain facility-related restructuring items for costs lower than previously
estimated and accrued. The difference between the amount accrued and the actual
cost has been recognized as a restructuring credit.

(2) During the quarter ended October 1, 2000, a restructuring credit was
recorded related to lower than expected equipment lease costs due to a slight
movement in the timing of the wafer fab disposition.

        Subsequent to the end of the third quarter, on November 3, 2000, Xicor
completed the sale of its Milpitas wafer fabrication fixed assets and inventory
to Standard MEMS, Inc ("Standard MEMS") for a purchase price of approximately
$12.5 million. Under a related agreement, Standard MEMS has become Xicor's
fourth foundry and for the next two years is committed to supply, and Xicor is
committed to purchase, certain minimum quantities of wafers. As a result of the
sale, Xicor expects the restructuring costs will be lower than the amount
previously estimated.


                                       5
<PAGE>   8

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, 1999. The results of
operations for the three and nine months ended October 1, 2000 are not
necessarily indicative of results to be expected in future periods.

RESULTS OF OPERATIONS

        Sales for the three and nine months ended October 1, 2000 increased 5%
and 11%, respectively, compared to the same periods last year. Xicor
significantly increased programmable mixed signal product sales in 2000. Sales
of programmable mixed signal products increased to 41% of sales in the third
quarter of 2000 from 36% of sales in the second quarter of 2000 and 29% of sales
in the first quarter of 2000. On a sequential basis, sales of programmable mixed
signal products increased 17% during the third quarter. For the nine months
ended October 1, 2000, programmable mixed signal product sales were 35% of sales
compared to 25% of sales for the first nine months of 1999. Sales of memory
products decreased in the third quarter of 2000 compared to the third quarter of
1999 primarily due to product mix and, to a lesser extent, pricing.

        Gross profit as a percentage of sales improved from 36% and 27% in the
third quarter and nine months ended October 3, 1999 to 40% and 42% in the
comparable periods of 2000. We expect that the gross profit percentage will
fluctuate from quarter to quarter as a result of changes in product mix, product
costs, and pricing pressures. The gross profit percentage improved each quarter
in 1999 primarily due to product mix, more stable average selling prices and a
reduction in the overall average cost of products shipped due to increased
outsourcing and cost reductions at Xicor's in-house manufacturing operations.
Reduced depreciation expense due to the planned closure of the Milpitas in-house
wafer fabrication plant was the primary cause of the gross profit percentage
improvement during 2000. As anticipated, the third quarter 2000 gross margin of
40% was lower than the second quarter gross margin of 42%. We continue to expect
that over the near-term, the gross margin will be similar to the third quarter,
reflecting both higher product costs related to inventory produced in the
Milpitas wafer fab prior to the fab sale to Standard MEMS, as well as a product
mix change within memory products to more price sensitive, low density serial
memory products.

        Research and development expenses were 13% of sales in the three and
nine months ended October 1, 2000, compared to 12% and 13% for the comparable
prior year periods. We expect a slight increase in the dollar amount of research
and development expenses during the fourth quarter of 2000 as we ramp-up new
product development.

        Selling, general and administrative expenses were 22% and 21% of sales
for the three and nine months ended October 1, 2000, compared to 20% for both
comparable prior year periods. The year-over-year increase in selling, general
and administrative expenses includes the hiring of additional sales and
marketing personnel, the opening of new regional sales offices in Raleigh, North
Carolina and Portland, Oregon and intensified sales and marketing activities
with the goal of increasing design wins of proprietary products. Xicor
anticipates a slight increase in the dollar


                                       6
<PAGE>   9

amount of selling, general and administrative expenses going forward as new
sales and marketing programs come on line.

        During the second quarter of 2000, Xicor successfully completed certain
facility-related restructuring items for costs lower than previously estimated
and accrued. The $189,000 difference between the amount accrued and the actual
cost has been recognized as a restructuring credit. During the third quarter of
2000, a restructuring credit of $256,000 was recorded. This credit related
primarily to lower than expected equipment lease costs due to a slight movement
in the timing of the wafer fab disposition. After the end of the third quarter,
on November 3, 2000, Xicor completed the sale of its Milpitas wafer fabrication
fixed assets and inventory to Standard MEMS for a purchase price of
approximately $12.5 million. Under a related agreement, Standard MEMS has become
Xicor's fourth foundry and for the next two years is committed to supply, and
Xicor is committed to purchase, certain minimum quantities of wafers. As a
result of the sale, Xicor expects the restructuring costs will be lower than the
amount previously estimated.

        Interest expense decreased in the three and nine months ended October 1,
2000 compared to the comparable 1999 periods due to normal principal payments
resulting in a reduction of outstanding lease debt. Interest expense will
decrease further in the fourth quarter of 2000 due to the completion of the sale
of the Milpitas wafer fabrication assets and payoff of related equipment lease
debt in November 2000.

        Interest income increased in the three and nine months ended October 1,
2000 compared to the comparable prior year periods due to an increase in the
average balance invested caused primarily by funds generated from operating
activities and employee stock plans and, to a lesser extent, higher interest
rates.

        The provision for income taxes for the three and nine months ended
October 1, 2000 consisted primarily of federal and state minimum taxes, which
resulted from limitations on the use of net operating loss carryforwards, and
foreign taxes. No taxes were provided in 1999 due to the net loss. Net deferred
tax assets of $54.5 million at December 31, 1999 remain fully reserved because
of the uncertainty regarding the ultimate realization of these assets.

LIQUIDITY AND CAPITAL RESOURCES

        During the nine months ended October 1, 2000, Xicor generated $9.0
million of cash from operating activities and $2.1 million from employee stock
plans. Xicor used $3.7 million to repay long-term obligations and $3.3 million
for equipment purchases.

        During the fourth quarter of 2000 Xicor expects to use cash to fund
costs associated with exiting the wafer fabrication plant including the payoff
of the majority of its outstanding equipment lease obligations, to repay
long-term obligations and to purchase equipment, software and leasehold
improvements. Capital expenditures for 2000 are currently planned at
approximately $5 million and are primarily related to product design,
information technology, product testing and leasehold improvements relating to
the move of certain operations to a smaller facility. At October 1, 2000, Xicor
had entered into commitments for equipment purchases aggregating less than $1
million.


                                       7
<PAGE>   10

        Xicor has a line of credit agreement with a financial institution that
expires March 31, 2001, 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 October 1, 2000, 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. At October 1,
2000, $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 expectation
of quarter to quarter fluctuations in the gross profit percentage as a result of
changes in product mix, product costs and pricing pressures; the expectation
that over the near-term the gross margin will be similar to the third quarter,
reflecting higher product costs related to inventory produced in the Milpitas
wafer fab prior to the sale to Standard MEMS and reflecting the product mix
change within memory products to more price sensitive low density serial memory
products; the expectation that research and development costs will increase in
the fourth quarter of 2000 due to the ramp-up of new product development; the
goal of increasing design wins of proprietary products; the expectation of
higher selling, general and administrative expenses in 2000; the expectation
that the restructuring costs will be lower than the amount previously estimated;
and the expectation that sufficient cash, working capital, and credit will be
available to support operations for the next twelve months, including costs
associated with the planned exit of the wafer fabrication plant, repayment of
long-term obligations and the purchase of equipment, software and leasehold
improvements. Except for historical information, the matters discussed in this
quarterly report are forward-looking statements that are subject to certain
risks and uncertainties that could cause the actual results to differ materially
from those projected. Factors that could cause actual results to differ
materially include the following; general economic conditions and conditions
specific to the semiconductor industry; fluctuations in customer demand,
including loss of key customers, order cancellations or reduced bookings;
product mix; competitive factors such as pricing pressures on existing products
and the timing and market acceptance of new product introductions (both by Xicor
and its competitors); Xicor's ability to have available an appropriate amount of
low cost foundry production capacity in a timely manner; our foundry partners'
timely ability to successfully manufacture products for Xicor using Xicor's
proprietary technology; any disruptions of our foundry relationships;
manufacturing efficiencies; the ability to continue effective cost reductions;
currency fluctuations; the timely development and introduction of new products
and submicron processes, and the risk factors listed from time to time in
Xicor's SEC reports, including but not limited to the "Factors Affecting Future
Results" section following and Part I, Item 1. of Xicor's Annual Report on Form
10-K for the year ended December 31, 1999. 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.


                                       8
<PAGE>   11

FACTORS AFFECTING FUTURE RESULTS

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. 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.

The level of revenues in any one quarter is impacted by orders received during
that quarter for same quarter shipments as well as orders previously scheduled
to ship in that quarter. In the second quarter of 2000 the percentage of
bookings for same quarter shipments was lower than in the first quarter of 2000.
In addition, two key customers requested shipment delays that impacted our
second quarter 2000 revenues.

You should not use our past financial performance to predict future operating
results. We have incurred net losses for the past three fiscal 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;

-       competitive pricing pressures and related changes in selling prices;

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

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

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

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

-       the gain or loss of significant customers;

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

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

-       product obsolescence;

-       lower of cost or market inventory adjustments;

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

-       exchange rate fluctuations;

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

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

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

BECAUSE A SMALL NUMBER OF CUSTOMERS HAVE ACCOUNTED FOR A SUBSTANTIAL PORTION OF
OUR SALES, OUR SALES COULD DECLINE SIGNIFICANTLY DUE TO THE LOSS OF THESE
CUSTOMERS OR ANY SUBSTANTIAL REDUCTION IN ORDERS FROM THESE CUSTOMERS.


                                       9
<PAGE>   12

During the nine months ended October 1, 2000 one distributor accounted for 17%
of our sales. Distributors are not themselves end users, but rather serve as a
channel of sale to many end users of our products. Also, the composition of our
major customer base changes from year to year as the market demand for our
customers' products changes.

WE DO NOT TYPICALLY ENTER INTO LONG-TERM CONTRACTS WITH OUR CUSTOMERS AND THE
LOSS OF A MAJOR CUSTOMER COULD SERIOUSLY HARM OUR BUSINESS.

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. When we do enter
into a long-term contract, the contract is generally terminable at the
convenience of the customer. An early termination or delay in shipments by one
of our major customers would harm our financial results, as it is unlikely that
we would be able to rapidly replace that revenue source.

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.

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

During 1999, substantially all of our wafers were manufactured at our wafer
fabrication plant in Milpitas, California or Yamaha Corporation in Japan. During
the fourth quarter of 2000, we sold our wafer fabrication plant in Milpitas to
Standard MEMS and entered into a foundry agreement with Standard MEMS. We are
also ramping up manufacturing at two additional wafer foundries, Sanyo in Japan
and ZMD in Germany. If any of these foundries fail to satisfy our requirements
on a timely basis and at competitive prices we could suffer manufacturing
delays, a possible loss of sales and higher than anticipated costs of sales, any
of which could seriously harm our operating results.

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

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


                                       10
<PAGE>   13

There is intense competition for qualified personnel in the semiconductor
industry, in particular for the highly skilled engineers involved in the
development of our products. Competition is especially intense in Silicon
Valley, where our design, research and development, and corporate headquarters
are located. We may not be able to continue to attract and retain engineers or
other qualified personnel necessary for the development of our business or to
replace engineers or other qualified personnel who may leave our employ in the
future. The failure to recruit and retain key design engineers or other
technical and management personnel could harm our business. We are in the midst
of the search process for an individual to fill the position of President and
Chief Executive Officer. Our future success depends in part on filling this
position.

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

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

IF OUR FOUNDRIES FAIL TO ACHIEVE ACCEPTABLE WAFER MANUFACTURING YIELDS, WE WILL
EXPERIENCE HIGHER COSTS OF SALES AND REDUCED PRODUCT AVAILABILITY.

The fabrication of our products requires wafers to be produced in a highly
controlled and ultra-clean environment. Semiconductor foundries that supply our
wafers have at times experienced problems achieving acceptable wafer
manufacturing yields. Semiconductor manufacturing yields are a function of both
design technology and manufacturing process technology. Low yields may result
from marginal designs or manufacturing process drifts. Yield problems may not be
identified until the wafers are well into the production process, which often
makes these problems difficult, time consuming and costly to correct or replace.
Furthermore, we rely on independent foreign foundries for a significant portion
of our wafers which increases the effort and time required to identify,
communicate and resolve manufacturing yield problems. If our foundries fail to
achieve acceptable manufacturing yields, we will experience higher costs of
sales and reduced product availability, which would harm our operating results.

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

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

-       reduced control over delivery schedules and quality;

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

-       difficulties selecting and integrating new subcontractors;


                                       11
<PAGE>   14

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

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

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

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

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

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

-       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; and

-       the reduction, rescheduling or cancellation of customer orders.

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 may order materials and produce finished products in advance of
anticipated customer demand. This advance ordering and production may result in
excess inventory levels or unanticipated 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 CERTAIN OF OUR PRODUCTS
DECREASE SIGNIFICANTLY, WE MAY BE REQUIRED TO MAKE PAYMENTS FOR UNUSED CAPACITY
WHICH WOULD CAUSE OUR COSTS TO INCREASE.

We have entered into certain minimum wafer purchase commitments with foundry
partners in exchange for wafer capacity commitments. A significant decline in
the demand for certain products could result in a reduction in the need for
committed capacity. Should we fail to utilize the minimum capacity, we will be
required to make payments for the unused capacity and our costs would 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.


                                       12
<PAGE>   15

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

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

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

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

The markets for our products are characterized by:

-       rapidly changing technologies;

-       evolving and competing industry standards;

-       changing customer needs;

-       frequent new product introductions and enhancements;

-       increased integration with other functions; and

-       rapid product obsolescence.

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

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

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.


                                       13
<PAGE>   16

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

We rely on a combination of patents, trade secrets, copyright and mask work
production laws and rights, nondisclosure agreements and other contractual
provisions and technical measures to protect our intellectual property rights.
Policing unauthorized use of our intellectual property, however, is difficult,
especially in foreign countries. Litigation may be necessary in the future 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. Litigation could result in
substantial costs and diversion of resources and could harm our business,
operating results and financial condition regardless of the outcome of the
litigation.

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

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

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, 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.


                                       14
<PAGE>   17

Our international sales accounted for approximately one-half of sales in the
third quarter of 2000. Our international business activities are subject to a
number of risks, any of which could impose unexpected costs on us that would
have an adverse effect on our operating results. These risks include:

-       difficulties in complying with regulatory requirements and standards;

-       tariffs and other trade barriers;

-       costs and risks of localizing products for foreign countries;

-       severe currency fluctuation and economic deflation;

-       reliance on third parties to distribute our products;

-       longer accounts receivable payment cycles;

-       potentially adverse tax consequences; and

-       burden of complying with a wide variety of foreign laws.

IF AN EARTHQUAKE OR OTHER NATURAL DISASTER STRIKES OUR MANUFACTURING FACILITY OR
THOSE OF OUR FOUNDRIES OR OTHER MANUFACTURING SUBCONTRACTORS, WE WOULD BE UNABLE
TO MANUFACTURE OUR PRODUCTS FOR A SUBSTANTIAL AMOUNT OF TIME AND WE WOULD
EXPERIENCE LOST SALES.

Our corporate headquarters are located in California near major earthquake
faults. In addition, some of our foundries and suppliers are located near fault
lines. In the event of a major earthquake or other natural disaster near our
headquarters, our operations could be harmed.

Similarly, a major earthquake or other natural disaster near one or more of our
major manufacturing subcontractors could disrupt the operations of those
subcontractors, which could limit the supply of our products and harm our
business. Xicor has been unable to obtain earthquake insurance at 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 credit agreement with
Coast Business Credit to provide up to $7.5 million of additional capital to
support potential ongoing working capital requirements. We may need to borrow
under this credit facility at some time. We may also sell 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.

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


                                       15
<PAGE>   18

We rely on manufacturers' representatives and distributors to sell our products
and these entities could discontinue selling our products at any time. The loss
of any significant manufacturers' representative or distributor could seriously
harm our operating results by impairing our ability to sell our products.

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 COULD CREATE FLUCTUATIONS IN OUR OPERATING RESULTS, AS WE
EXPERIENCED IN 1997 AND 1998.

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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


                                       16
<PAGE>   19

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

(a)     Exhibits:

        27      Financial Data Schedule

(b)     Reports on Form 8-K:

        No reports on Form 8-K were filed with the Securities and Exchange
        Commission during the quarter ended October 1, 2000.



                                   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/   Bruce Gray
                                               ---------------------------------
                                            Bruce Gray
                                            Acting President
                                            (Principal Executive Officer)

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


Date:  November 14, 2000



                                       17
<PAGE>   20

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

   Exhibit #    Description
   ---------    -----------
<S>             <C>
     27         Financial Data Schedule
</TABLE>