UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                Current Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                              September 27, 2004
               Date of Report (Date of Earliest Event Reported)

                                  ZiLOG, Inc.
            (Exact name of Registrant as specified in its charter)


        Delaware                       001-13748               13-3092996
(State or other Jurisdiction       Commission File No.)       (IRS Employer
of  Incorporation)                                           Identification No.)

                                532 Race Street
                          San Jose, California 95126
         (Address of principal executive offices, including zip code)

                                (408) 558-8500
             (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Item 2.02  Results of Operations and Financial Condition

On September 27, 2004, ZiLOG, Inc. (the "Registrant") issued the press release
attached hereto as Exhibit 99.1 updating its revenue and gross margin outlook
for the third quarter of 2004.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits.

          The following exhibit is furnished with this report on Form 8-K:


          99.1  ZiLOG, Inc. press release dated September 27, 2004



<PAGE>



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                    ZiLOG, INC.

                                                    By: /s/ John Rodman
                                                       ------------------------
                                                       John Rodman
                                                       Controller


Date: September 27, 2004
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{"company-data": {"conformed-name": "ZILOG INC", "cik": "0000319450", "assigned-sic": "3674", "irs-number": "133092996", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13748", "film-number": "041047094"}, "business-address": {"street1": "532 RACE STREET", "city": "SAN JOSE", "state": "CA", "zip": "95126", "phone": "4085588500"}, "mail-address": {"street1": "532 RACE STREET", "city": "SAN JOSE", "state": "CA", "zip": "95126"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                Current Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                              September 27, 2004
               Date of Report (Date of Earliest Event Reported)

                                  ZiLOG, Inc.
            (Exact name of Registrant as specified in its charter)

        Delaware                       001-13748               13-3092996
(State or other Jurisdiction       Commission File No.)       (IRS Employer
of  Incorporation)                                           Identification No.)

                                532 Race Street
                          San Jose, California 95126
         (Address of principal executive offices, including zip code)

                                (408) 558-8500
             (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
Item 2.02  Results of Operations and Financial Condition

On September 27, 2004, ZiLOG, Inc. (the "Registrant") issued the press release
attached hereto as Exhibit 99.1 updating its revenue and gross margin outlook
for the third quarter of 2004.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits.

          The following exhibit is furnished with this report on Form 8-K:

          99.1  ZiLOG, Inc. press release dated September 27, 2004
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                    ZiLOG, INC.

                                                    By: /s/ John Rodman
                                                       ------------------------
                                                       John Rodman
                                                       Controller

Date: September 27, 2004