<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   XICOR, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          CALIFORNIA                               94-2526781
   ------------------------           ---------------------------------------
   (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                               1511 BUCKEYE DRIVE
                               MILPITAS, CA 95035
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                   XICOR, INC.
               1990 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
                       1998 NONSTATUTORY STOCK OPTION PLAN
                            2000 DIRECTOR OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                               GERALDINE N. HENCH
                           VICE PRESIDENT, FINANCE AND
                             CHIEF FINANCIAL OFFICER
                                   XICOR, INC.
                               1511 BUCKEYE DRIVE
                               MILPITAS, CA 95035
                                 (408) 432-8888
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                              PAGE MAILLIARD, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                                      PROPOSED         PROPOSED
                                                                      MAXIMUM           MAXIMUM
         TITLE OF EACH CLASS                       AMOUNT             OFFERING         AGGREGATE      AMOUNT OF
          OF SECURITIES TO                         TO BE               PRICE           OFFERING      REGISTRATION
            BE REGISTERED                        REGISTERED           PER SHARE          PRICE           FEE
------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                  <C>                <C>            <C>
Common Stock, without par value:
Issued under Xicor, Inc. 1990 Incentive
and Non-Incentive Stock Option Plan, as
amended............................            800,000 shares(1)      $5.850 (3)      $4,680,230.05   $1,170.06
------------------------------------------------------------------------------------------------------------------
Common Stock, without par value: Issued
under Xicor, Inc. 1998 Nonstatutory
Stock Option Plan, as amended..........      2,000,000 shares(2)      $4.469 (4)      $8,937,736.07   $2,234.43
------------------------------------------------------------------------------------------------------------------
Common Stock without par value: Issued
under Xicor, Inc. 2000 Director Option
Plan.................                          250,000 shares         $6.784 (5)      $1,696,104.00     $424.03
==================================================================================================================
</TABLE>


(1)  Pursuant to Rule 429 of the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus delivered to participants under the
     Registrant's 1990 Incentive and Non-Incentive Stock Option Plan, as amended
     (the "1990 Plan"), also relates to shares previously registered as follows:
     500,000 shares registered under Form S-8, Registration No. 33-39627;
     500,000 shares registered under Form S-8, Registration No. 33-46687;
     500,000 shares registered under Form S-8, Registration No. 33-81986;
     1,700,000 shares registered under Form S-8, Registration No. 333-08597; and
     250,000 shares registered under Form S-8, Registration No. 333-83563.

(2)  Pursuant to Rule 429 of the Securities Act, the prospectus delivered to
     participants under the Registrant's 1998 Nonstatutory Option Plan (the
     "1998 Plan"), also relates to shares previously registered as follows:
     250,000 shares registered under Form S-8, Registration No. 333-83563; and
     1,000,000 shares registered under Form S-8, Registration No. 333-95589.

(3)  Estimated in accordance with Rule 457(c) under the Securities Act, solely
     for the purpose of computing the amount of the registration fee based on
     the average of the high and low prices per share of the Company's Common
     Stock as reported on the Nasdaq National Market System on January 25,
     2001, which was $5.7969 per share, for a total of 764,500 shares not yet
     subject to outstanding options under the plan, and in part in accordance
     with Rule 457(h) for a total of 35,500 shares subject to outstanding
     options under the plan with a weighted exercise price of $7.00 per share.
     The proposed offering price per share is the weighted average of the
     foregoing estimates.

(4)  Estimated in accordance with Rule 457(c) under the Securities Act, solely
     for the purpose of computing the amount of the registration fee based on
     the average of the high and low prices of the Company's Common Stock as
     reported on the Nasdaq National Market System on January 25, 2001, which
     was $5.7969 per share, for a total of 411,350 shares not yet subject to
     outstanding options under the plan, and in part in accordance with Rule
     457(h) for a total of 1,588,650 shares subject to outstanding options under
     the plan with a weighted exercise price of $4.125 per share. The proposed
     offering price per share is the weighted average of the foregoing
     estimates.

(5)  Estimated in accordance with Rule 457(c) under the Securities Act, solely
     for the purpose of computing the amount of the registration fee based on
     the average of the high and low prices of the Company's Common Stock as
     reported on the Nasdaq National Market System on January 25, 2001, which
     was $5.7969 per share, for a total of 160,000 shares not yet subject to
     outstanding options under the plan, and in part in accordance with Rule
     457(h) for a total of 90,000 shares subject to outstanding options under
     the plan with a weighted exercise price of $8.54 per share. The proposed
     offering price per share is the weighted average of the foregoing
     estimates.
<PAGE>   2


                                   XICOR, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission:

(1)     Xicor, Inc.'s (the "Company's") Annual Report on Form 10-K for the
        fiscal year ended December 31, 1999, filed pursuant to Section 13 of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act").

(2)     The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
        ended April 2, 2000, July 2, 2000 and October 1, 2000. All reports were
        filed pursuant to Section 13 of the Exchange Act.

(3)     The description of the Company's Common Stock contained in the Company's
        Registration Statement on Form 8-A (File No. 0-9653), filed pursuant to
        Section 12(g) of the Exchange Act.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

        The documents incorporated by reference herein contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the risks identified in the respective documents incorporated by
reference.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


<PAGE>   3


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Bylaws of the Company provide (subject to certain limitations) for
indemnification of agents of the Company, including officers and directors, who
were or are parties or are threatened to be made parties to any action or
proceeding against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with all threatened, pending or
completed actions or proceedings, including civil, criminal, administrative,
arbitration and investigative actions and proceedings, including any appeal
thereof, that arise by reason of the fact that any such persons are or were
agents of the Company. Section 317 of the California Corporations Code
authorizes a court to award, or a Company's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The Company's Amended and Restated Articles
of Incorporation provide for indemnification of directors to the maximum extent
permitted by California law. Pursuant to the authority provided in its Amended
and Restated Articles of Incorporation, the Company has entered into
indemnification agreements with each of its officers and directors, indemnifying
them against certain potential liabilities that may arise as a result of their
service to the Company, and providing for certain other protections.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
     Exhibit
      Number
     -------
<S>            <C>
        4.1    Xicor, Inc. 1998 Nonstatutory Stock Option Plan, as Amended and
               Restated, with form of Stock Option Agreement.

        4.2    Xicor, Inc. 1990 Incentive and Non-Incentive Stock Option Plan,
               as Amended and Restated, with forms of Stock Option Agreements.

        4.3    Xicor, Inc. 2000 Director Option Plan with forms of Stock Option
               Agreements.

        5.1    Opinion of Wilson Sonsini Goodrich & Rosati as to legality of
               securities being registered.

        23.1   Consent of Independent Accountants (PricewaterhouseCoopers LLP).

        23.2   Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit
               5.1).

        24.1   Power of Attorney (See page 5).
</TABLE>



                                      -2-
<PAGE>   4


ITEM 9.  UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i) To include any prospectus required by section 10(a)(3) of
the Securities Act;

                (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the California General Corporation Law, the
Amended and Restated Articles of Incorporation and the Amended Bylaws of the
Company, Indemnification Agreements entered into between the Registrant and its
officers and directors, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a


                                      -3-
<PAGE>   5

director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      -4-
<PAGE>   6


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on January 23, 2001.

                                        XICOR, INC.

                                        By:  /s/ Louis DiNardo
                                            ------------------------------------
                                            Louis DiNardo, President and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Louis DiNardo and Geraldine N. Hench,
each of them, jointly and severally, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                TITLE                          DATE
               ---------                                -----                          ----
<S>                                      <C>                                     <C>
 /s/ J. Daniel McCranie                  Chairman of the Board                   January 23, 2001
----------------------------------
(J. Daniel McCranie)


 /s/ Julius Blank                        Director                                January 23, 2001
----------------------------------
(Julius Blank)


 /s/ Louis DiNardo                       Director and President and Chief        January 23, 2001
----------------------------------       Executive Officer (Principal
(Louis DiNardo)                          Executive Officer)


 /s/ Andrew W. Elder                     Director                                January 23, 2001
----------------------------------
(Andrew W. Elder)


 /s/ Geoffrey C. Winkler                 Director                                January 23, 2001
----------------------------------
(Geoffrey C. Winkler)


 /s/ Geraldine N. Hench                  Vice President, Finance and Chief       January 23, 2001
----------------------------------       Financial Officer (Principal
(Geraldine N. Hench)                     Financial Officer and Principal
                                         Accounting Officer)
</TABLE>


                                      -5-
<PAGE>   7


                                   XICOR, INC.

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
      Exhibit
       Number                        Description
      -------                        -----------
<S>            <C>
        4.1    Xicor, Inc. 1998 Nonstatutory Stock Option Plan, as Amended and
               Restated, with form of Stock Option Agreement.

        4.2    Xicor, Inc. 1990 Incentive and Non-Incentive Stock Option Plan,
               as Amended and Restated, with forms of Stock Option Agreements.

        4.3    Xicor, Inc. 2000 Director Option Plan with forms of Stock Option
               Agreements.

        5.1    Opinion of Wilson Sonsini Goodrich & Rosati as to legality of
               securities being registered.

        23.1   Consent of Independent Accountants (PricewaterhouseCoopers LLP).

        23.2   Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit
               5.1).

        24.1   Power of Attorney (See page 5).
</TABLE>

                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "f68816ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20501}]
{"company-data": {"conformed-name": "XICOR INC", "cik": "0000319191", "assigned-sic": "3674", "irs-number": "942526781", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54436", "film-number": "1516702"}, "business-address": {"street1": "1511 BUCKEYE DR", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4084328888"}, "mail-address": {"street1": "1511 BUCKEYE DRIVE", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   XICOR, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          CALIFORNIA                               94-2526781
   ------------------------           ---------------------------------------
   (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                               1511 BUCKEYE DRIVE
                               MILPITAS, CA 95035
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                   XICOR, INC.
               1990 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
                       1998 NONSTATUTORY STOCK OPTION PLAN
                            2000 DIRECTOR OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                               GERALDINE N. HENCH
                           VICE PRESIDENT, FINANCE AND
                             CHIEF FINANCIAL OFFICER
                                   XICOR, INC.
                               1511 BUCKEYE DRIVE
                               MILPITAS, CA 95035
                                 (408) 432-8888
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                              PAGE MAILLIARD, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                                      PROPOSED         PROPOSED
                                                                      MAXIMUM           MAXIMUM
         TITLE OF EACH CLASS                       AMOUNT             OFFERING         AGGREGATE      AMOUNT OF
          OF SECURITIES TO                         TO BE               PRICE           OFFERING      REGISTRATION
            BE REGISTERED                        REGISTERED           PER SHARE          PRICE           FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, without par value:
Issued under Xicor, Inc. 1990 Incentive
and Non-Incentive Stock Option Plan, as
amended............................            800,000 shares(1)      $5.850 (3)      $4,680,230.05   $1,170.06
------------------------------------------------------------------------------------------------------------------
Common Stock, without par value: Issued
under Xicor, Inc. 1998 Nonstatutory
Stock Option Plan, as amended..........      2,000,000 shares(2)      $4.469 (4)      $8,937,736.07   $2,234.43
------------------------------------------------------------------------------------------------------------------
Common Stock without par value: Issued
under Xicor, Inc. 2000 Director Option
Plan.................                          250,000 shares         $6.784 (5)      $1,696,104.00     $424.03
==================================================================================================================
(1)  Pursuant to Rule 429 of the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus delivered to participants under the
     Registrant's 1990 Incentive and Non-Incentive Stock Option Plan, as amended
     (the "1990 Plan"), also relates to shares previously registered as follows:
     500,000 shares registered under Form S-8, Registration No. 33-39627;
     500,000 shares registered under Form S-8, Registration No. 33-46687;
     500,000 shares registered under Form S-8, Registration No. 33-81986;
     1,700,000 shares registered under Form S-8, Registration No. 333-08597; and
     250,000 shares registered under Form S-8, Registration No. 333-83563.

(2)  Pursuant to Rule 429 of the Securities Act, the prospectus delivered to
     participants under the Registrant's 1998 Nonstatutory Option Plan (the
     "1998 Plan"), also relates to shares previously registered as follows:
     250,000 shares registered under Form S-8, Registration No. 333-83563; and
     1,000,000 shares registered under Form S-8, Registration No. 333-95589.

(3)  Estimated in accordance with Rule 457(c) under the Securities Act, solely
     for the purpose of computing the amount of the registration fee based on
     the average of the high and low prices per share of the Company's Common
     Stock as reported on the Nasdaq National Market System on January 25,
     2001, which was $5.7969 per share, for a total of 764,500 shares not yet
     subject to outstanding options under the plan, and in part in accordance
     with Rule 457(h) for a total of 35,500 shares subject to outstanding
     options under the plan with a weighted exercise price of $7.00 per share.
     The proposed offering price per share is the weighted average of the
     foregoing estimates.

(4)  Estimated in accordance with Rule 457(c) under the Securities Act, solely
     for the purpose of computing the amount of the registration fee based on
     the average of the high and low prices of the Company's Common Stock as
     reported on the Nasdaq National Market System on January 25, 2001, which
     was $5.7969 per share, for a total of 411,350 shares not yet subject to
     outstanding options under the plan, and in part in accordance with Rule
     457(h) for a total of 1,588,650 shares subject to outstanding options under
     the plan with a weighted exercise price of $4.125 per share. The proposed
     offering price per share is the weighted average of the foregoing
     estimates.

(5)  Estimated in accordance with Rule 457(c) under the Securities Act, solely
     for the purpose of computing the amount of the registration fee based on
     the average of the high and low prices of the Company's Common Stock as
     reported on the Nasdaq National Market System on January 25, 2001, which
     was $5.7969 per share, for a total of 160,000 shares not yet subject to
     outstanding options under the plan, and in part in accordance with Rule
     457(h) for a total of 90,000 shares subject to outstanding options under
     the plan with a weighted exercise price of $8.54 per share. The proposed
     offering price per share is the weighted average of the foregoing
     estimates.
2

                                   XICOR, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission:

(1)     Xicor, Inc.'s (the "Company's") Annual Report on Form 10-K for the
        fiscal year ended December 31, 1999, filed pursuant to Section 13 of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act").

(2)     The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
        ended April 2, 2000, July 2, 2000 and October 1, 2000. All reports were
        filed pursuant to Section 13 of the Exchange Act.

(3)     The description of the Company's Common Stock contained in the Company's
        Registration Statement on Form 8-A (File No. 0-9653), filed pursuant to
        Section 12(g) of the Exchange Act.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

        The documents incorporated by reference herein contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the risks identified in the respective documents incorporated by
reference.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Bylaws of the Company provide (subject to certain limitations) for
indemnification of agents of the Company, including officers and directors, who
were or are parties or are threatened to be made parties to any action or
proceeding against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with all threatened, pending or
completed actions or proceedings, including civil, criminal, administrative,
arbitration and investigative actions and proceedings, including any appeal
thereof, that arise by reason of the fact that any such persons are or were
agents of the Company. Section 317 of the California Corporations Code
authorizes a court to award, or a Company's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The Company's Amended and Restated Articles
of Incorporation provide for indemnification of directors to the maximum extent
permitted by California law. Pursuant to the authority provided in its Amended
and Restated Articles of Incorporation, the Company has entered into
indemnification agreements with each of its officers and directors, indemnifying
them against certain potential liabilities that may arise as a result of their
service to the Company, and providing for certain other protections.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
      Number
     -------
4.1    Xicor, Inc. 1998 Nonstatutory Stock Option Plan, as Amended and
               Restated, with form of Stock Option Agreement.

        4.2    Xicor, Inc. 1990 Incentive and Non-Incentive Stock Option Plan,
               as Amended and Restated, with forms of Stock Option Agreements.

        4.3    Xicor, Inc. 2000 Director Option Plan with forms of Stock Option
               Agreements.

        5.1    Opinion of Wilson Sonsini Goodrich & Rosati as to legality of
               securities being registered.

        23.1   Consent of Independent Accountants (PricewaterhouseCoopers LLP).

        23.2   Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit
               5.1).

        24.1   Power of Attorney (See page 5).
-2-
4

ITEM 9.  UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i) To include any prospectus required by section 10(a)(3) of
the Securities Act;

                (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the California General Corporation Law, the
Amended and Restated Articles of Incorporation and the Amended Bylaws of the
Company, Indemnification Agreements entered into between the Registrant and its
officers and directors, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a

                                      -3-
5

director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on January 23, 2001.

                                        XICOR, INC.

                                        By:  /s/ Louis DiNardo
                                            ------------------------------------
                                            Louis DiNardo, President and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Louis DiNardo and Geraldine N. Hench,
each of them, jointly and severally, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                TITLE                          DATE
               ---------                                -----                          ----
/s/ J. Daniel McCranie                  Chairman of the Board                   January 23, 2001
----------------------------------
(J. Daniel McCranie)

 /s/ Julius Blank                        Director                                January 23, 2001
----------------------------------
(Julius Blank)

 /s/ Louis DiNardo                       Director and President and Chief        January 23, 2001
----------------------------------       Executive Officer (Principal
(Louis DiNardo)                          Executive Officer)

 /s/ Andrew W. Elder                     Director                                January 23, 2001
----------------------------------
(Andrew W. Elder)

 /s/ Geoffrey C. Winkler                 Director                                January 23, 2001
----------------------------------
(Geoffrey C. Winkler)

 /s/ Geraldine N. Hench                  Vice President, Finance and Chief       January 23, 2001
----------------------------------       Financial Officer (Principal
(Geraldine N. Hench)                     Financial Officer and Principal
                                         Accounting Officer)
-5-
7

                                   XICOR, INC.

                                INDEX TO EXHIBITS
Exhibit
       Number                        Description
      -------                        -----------
4.1    Xicor, Inc. 1998 Nonstatutory Stock Option Plan, as Amended and
               Restated, with form of Stock Option Agreement.

        4.2    Xicor, Inc. 1990 Incentive and Non-Incentive Stock Option Plan,
               as Amended and Restated, with forms of Stock Option Agreements.

        4.3    Xicor, Inc. 2000 Director Option Plan with forms of Stock Option
               Agreements.

        5.1    Opinion of Wilson Sonsini Goodrich & Rosati as to legality of
               securities being registered.

        23.1   Consent of Independent Accountants (PricewaterhouseCoopers LLP).

        23.2   Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit
               5.1).

        24.1   Power of Attorney (See page 5).
-6-