<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1996
                                                           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 NO.)

                               1511 BUCKEYE DRIVE
                               MILPITAS, CA 95035

   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                   ----------

                                   XICOR, INC.
              AMENDED AND RESTATED 1990 INCENTIVE AND NON-INCENTIVE
                                STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                   ----------

                                  RAPHAEL KLEIN
                       CHAIRMAN OF THE BOARD AND PRESIDENT
                                   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:

                            ROBERT T. CLARKSON, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (415) 493-9300

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                       PROPOSED      PROPOSED
                                                                       MAXIMUM        MAXIMUM
              TITLE OF EACH CLASS                        AMOUNT        OFFERING      AGGREGATE
               OF SECURITIES TO                          TO BE          PRICE        OFFERING          AMOUNT OF
                 BE REGISTERED                        REGISTERED     PER SHARE (1)   PRICE (1)     REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>         <C>                <C>      
Common Stock
  without par value............................    1,700,000 shares     $7.875      $13,387,500        $4,616.38
</TABLE>

(1)      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 16, 1996.
<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)      The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1995, 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 March
         31, 1996, 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 Xicor documents incorporated by reference herein contain
forward-looking statements that involve risks and uncertainties. Xicor'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.

                                      II-1
<PAGE>   3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation ("WSGR"), 650 Page Mill Road, Palo Alto, California 94304-1050, has
rendered an opinion to the effect that the Common Stock offered hereby will,
when issued in accordance with the Registrant's Amended and Restated 1990
Incentive and Non-Incentive Stock Option Plan (the "Plan"), be legally and
validly issued, fully paid and non-assessable. Certain members of WSGR, or
investment partnerships of which such persons are partners, beneficially own
approximately 7,000 shares of the Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Bylaws of the Company provide 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.


                                      II-2
<PAGE>   4
ITEM 8.  EXHIBITS.

Exhibit
Number

4.1      Xicor, Inc. Amended and Restated 1990 Incentive and Non-Incentive Stock
         Option Plan, with forms of Stock Option Agreements, Restricted Stock
         Purchase Agreement and related documents.

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

23.1     Consent of Independent Accountants (Price Waterhouse LLP)

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

24.1     Power of Attorney (See page II-5)

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Company 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.



                                      II-3
<PAGE>   5
             (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.

             (4) 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.

             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 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>   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 July 22, 1996.

                          XICOR, INC.

                          By: /s/ Raphael Klein
                              --------------------------------------------------
                              Raphael Klein, Chairman of the Board and President

                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raphael Klein and Klaus G.
Hendig, 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 President       July 22, 1996
- --------------------------    (Principal Executive Officer)
(Raphael Klein)           

/s/ S. Allan Kline            Director                                  July 22, 1996
- --------------------------
(S. Allan Kline)


/s/ Julius Blank              Director                                  July 22, 1996
- --------------------------
(Julius Blank)

/s/ Hans G. Dill              Director                                  July 22, 1996
- --------------------------
(Hans G. Dill)


/s/ Andrew W. Elder           Director                                  July 22, 1996
- --------------------------
(Andrew W. Elder)


/s/ Klaus G. Hendig           Vice President, Finance and               July 22, 1996
- --------------------------    Administration (Principal
(Klaus G. Hendig)             Financial Officer)

/s/ Geraldine N. Hench        Vice President and Controller             July 22, 1996
- --------------------------    (Principal Accounting Officer)
(Geraldine N. Hench)          
</TABLE>

                                      II-5
<PAGE>   7
                                   XICOR, INC.

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                                 Description                                  Page
- -------                                -----------                                  ----
<S>            <C>                                                                  <C>
   4.1         Xicor, Inc. Amended and Restated 1990 Incentive and Non-Incentive
               Stock Option Plan, with forms of Stock Option Agreements,
               Restricted Stock Purchase Agreement, and related documents.

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

  23.1         Consent of Independent Accountants (Price Waterhouse LLP)

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

  24.1         Power of Attorney (See page II-5)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED JULY 22, 1996", "secsgml_size_bytes": 16689}]
{"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": "333-08597", "film-number": "96597471"}, "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 22, 1996
                                                           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 NO.)

                               1511 BUCKEYE DRIVE
                               MILPITAS, CA 95035

   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                   ----------

                                   XICOR, INC.
              AMENDED AND RESTATED 1990 INCENTIVE AND NON-INCENTIVE
                                STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                   ----------

                                  RAPHAEL KLEIN
                       CHAIRMAN OF THE BOARD AND PRESIDENT
                                   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:

                            ROBERT T. CLARKSON, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (415) 493-9300

                                   ----------

                         CALCULATION OF REGISTRATION FEE
PROPOSED      PROPOSED
                                                                       MAXIMUM        MAXIMUM
              TITLE OF EACH CLASS                        AMOUNT        OFFERING      AGGREGATE
               OF SECURITIES TO                          TO BE          PRICE        OFFERING          AMOUNT OF
                 BE REGISTERED                        REGISTERED     PER SHARE (1)   PRICE (1)     REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Common Stock
  without par value............................    1,700,000 shares     $7.875      $13,387,500        $4,616.38
(1)      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 16, 1996.
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)      The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1995, 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 March
         31, 1996, 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 Xicor documents incorporated by reference herein contain
forward-looking statements that involve risks and uncertainties. Xicor'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.

                                      II-1
3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation ("WSGR"), 650 Page Mill Road, Palo Alto, California 94304-1050, has
rendered an opinion to the effect that the Common Stock offered hereby will,
when issued in accordance with the Registrant's Amended and Restated 1990
Incentive and Non-Incentive Stock Option Plan (the "Plan"), be legally and
validly issued, fully paid and non-assessable. Certain members of WSGR, or
investment partnerships of which such persons are partners, beneficially own
approximately 7,000 shares of the Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Bylaws of the Company provide 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.

                                      II-2
4
ITEM 8.  EXHIBITS.

Exhibit
Number

4.1      Xicor, Inc. Amended and Restated 1990 Incentive and Non-Incentive Stock
         Option Plan, with forms of Stock Option Agreements, Restricted Stock
         Purchase Agreement and related documents.

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

23.1     Consent of Independent Accountants (Price Waterhouse LLP)

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

24.1     Power of Attorney (See page II-5)

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Company 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.

                                      II-3
5
             (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.

             (4) 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.

             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 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
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 July 22, 1996.

                          XICOR, INC.

                          By: /s/ Raphael Klein
                              --------------------------------------------------
                              Raphael Klein, Chairman of the Board and President

                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raphael Klein and Klaus G.
Hendig, 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 President       July 22, 1996
- --------------------------    (Principal Executive Officer)
(Raphael Klein)           

/s/ S. Allan Kline            Director                                  July 22, 1996
- --------------------------
(S. Allan Kline)

/s/ Julius Blank              Director                                  July 22, 1996
- --------------------------
(Julius Blank)

/s/ Hans G. Dill              Director                                  July 22, 1996
- --------------------------
(Hans G. Dill)

/s/ Andrew W. Elder           Director                                  July 22, 1996
- --------------------------
(Andrew W. Elder)

/s/ Klaus G. Hendig           Vice President, Finance and               July 22, 1996
- --------------------------    Administration (Principal
(Klaus G. Hendig)             Financial Officer)

/s/ Geraldine N. Hench        Vice President and Controller             July 22, 1996
- --------------------------    (Principal Accounting Officer)
(Geraldine N. Hench)
II-5
7
                                   XICOR, INC.

                                INDEX TO EXHIBITS
Exhibit
Number                                 Description                                  Page
- -------                                -----------                                  ----
4.1         Xicor, Inc. Amended and Restated 1990 Incentive and Non-Incentive
               Stock Option Plan, with forms of Stock Option Agreements,
               Restricted Stock Purchase Agreement, and related documents.

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

  23.1         Consent of Independent Accountants (Price Waterhouse LLP)

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

  24.1         Power of Attorney (See page II-5)