<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
                                                           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.
                       1998 NONSTATUTORY STOCK OPTION PLAN
               1990 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                  ------------

                                  RAPHAEL KLEIN
                    CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
                                     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>
===============================================================================================================
   TITLE OF EACH CLASS                               PROPOSED MAXIMUM       PROPOSED MAXIMUM        AMOUNT OF
     OF SECURITIES TO             AMOUNT TO BE        OFFERING PRICE            AGGREGATE          REGISTRATION
      BE REGISTERED               REGISTERED(1)        PER SHARE(2)         OFFERING PRICE(2)          FEE
---------------------------------------------------------------------------------------------------------------
<S>                              <C>                       <C>                 <C>                   <C>
Common Stock
  without par value..........    500,000 shares            $4.50               $2,250,000            $625.50
===============================================================================================================
</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; and
     1,700,000 shares registered under Form S-8, Registration No. 333-08597. The
     shares to be registered hereunder include 250,000 shares under the 1990
     Plan and 250,000 shares under the Registrant's 1998 Nonstatutory Stock
     Option Plan.
<PAGE>   2

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, 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 July 20, 1999.
<PAGE>   3

                                   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, 1998, filed pursuant to Section 13 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

(2)  The Company's Quarterly Report on Form 10-Q for the quarter ended April 4,
     1999, 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.

                                      II-1
<PAGE>   4

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 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.

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

  23.1    Consent of Independent Accountants (PricewaterhouseCoopers LLP).
</TABLE>

                                      II-2
<PAGE>   5

<TABLE>
<S>       <C>
  23.2    Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit 5.1).

  24.1    Power of Attorney (See pages II-5 and II-6).
</TABLE>


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

                                      II-3
<PAGE>   6

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 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.

                                      II-4
<PAGE>   7

                                   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 July 22, 1999.

                                        XICOR, INC.

                                        By: /s/ Raphael Klein
                                            Raphael Klein, Chairman of the Board
                                            and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raphael Klein 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/ Raphael Klein             Chairman of the Board and Chief Executive          July 22, 1999
--------------------------    Officer (Principal Executive Officer)
(Raphael Klein)



/s/ Julius Blank              Director                                           July 22, 1999
--------------------------
(Julius Blank)



/s/ Bruce Gray                Director and President and Chief Operating         July 22, 1999
--------------------------    Officer
(Bruce Gray)



/s/ Andrew W. Elder           Director                                           July 22, 1999
--------------------------
(Andrew W. Elder)



/s/ Geoffrey C. Winkler       Director                                           July 22, 1999
--------------------------
(Geoffrey C. Winkler)
</TABLE>

                                      II-5
<PAGE>   8

<TABLE>
<S>                           <C>                                                <C>
/s/ Geraldine N. Hench        Vice President, Finance and Chief                  July 22, 1999
--------------------------    Financial Officer (Principal Financial
(Geraldine N. Hench)          Officer and Principal Accounting Officer)
</TABLE>

                                      II-6
<PAGE>   9

                                  XICOR, INC.

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number
-------
<S>       <C>
   4.1    Xicor, Inc. 1998 Nonstatutory Stock Option Plan 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.

   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 pages II-5 and II-6).
</TABLE>

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17081}]
{"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": "333-83563", "film-number": "99669243"}, "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 JULY 23, 1999
                                                           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.
                       1998 NONSTATUTORY STOCK OPTION PLAN
               1990 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                  ------------

                                  RAPHAEL KLEIN
                    CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
                                     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
===============================================================================================================
   TITLE OF EACH CLASS                               PROPOSED MAXIMUM       PROPOSED MAXIMUM        AMOUNT OF
     OF SECURITIES TO             AMOUNT TO BE        OFFERING PRICE            AGGREGATE          REGISTRATION
      BE REGISTERED               REGISTERED(1)        PER SHARE(2)         OFFERING PRICE(2)          FEE
---------------------------------------------------------------------------------------------------------------
Common Stock
  without par value..........    500,000 shares            $4.50               $2,250,000            $625.50
===============================================================================================================
(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; and
     1,700,000 shares registered under Form S-8, Registration No. 333-08597. The
     shares to be registered hereunder include 250,000 shares under the 1990
     Plan and 250,000 shares under the Registrant's 1998 Nonstatutory Stock
     Option Plan.
2

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, 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 July 20, 1999.
3

                                   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, 1998, filed pursuant to Section 13 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

(2)  The Company's Quarterly Report on Form 10-Q for the quarter ended April 4,
     1999, 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.

                                      II-1
4

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 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.

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

  23.1    Consent of Independent Accountants (PricewaterhouseCoopers LLP).
II-2
5
23.2    Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit 5.1).

  24.1    Power of Attorney (See pages II-5 and II-6).
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

                                      II-3
6

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 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.

                                      II-4
7

                                   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 July 22, 1999.

                                        XICOR, INC.

                                        By: /s/ Raphael Klein
                                            Raphael Klein, Chairman of the Board
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raphael Klein 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/ Raphael Klein             Chairman of the Board and Chief Executive          July 22, 1999
--------------------------    Officer (Principal Executive Officer)
(Raphael Klein)

/s/ Julius Blank              Director                                           July 22, 1999
--------------------------
(Julius Blank)

/s/ Bruce Gray                Director and President and Chief Operating         July 22, 1999
--------------------------    Officer
(Bruce Gray)

/s/ Andrew W. Elder           Director                                           July 22, 1999
--------------------------
(Andrew W. Elder)

/s/ Geoffrey C. Winkler       Director                                           July 22, 1999
--------------------------
(Geoffrey C. Winkler)
II-5
8
/s/ Geraldine N. Hench        Vice President, Finance and Chief                  July 22, 1999
--------------------------    Financial Officer (Principal Financial
(Geraldine N. Hench)          Officer and Principal Accounting Officer)
II-6
9

                                  XICOR, INC.

                               INDEX TO EXHIBITS
Exhibit
Number
-------
4.1    Xicor, Inc. 1998 Nonstatutory Stock Option Plan 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.

   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 pages II-5 and II-6).
II-7