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 22, 2005
                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 4.01  Changes in Registrant's Certifying Accountant.

         On September 22, 2005, ZiLOG, Inc. (the "Registrant") engaged Armanino
McKenna LLP as its principal accountants for the fiscal year ending December 31,
2005, and dismissed KPMG LLP. The decision to engage Armanino McKenna LLP and
dismiss KPMG LLP was approved by the Audit Committee of the Board of Directors,
which subsequently advised the Board of Directors of its decision.

         In connection with the financial statement audits for the fiscal years
ended December 31, 2003 and 2004, and the subsequent interim period through
September 22, 2005, there were: (1) no disagreements with KPMG LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement, or (2) reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K, except that, as previously
disclosed by the Company in its Annual Report on Form 10-K for the year ended
December 31, 2004, KPMG LLP advised the Company that it did not maintain
effective internal control over financial reporting as of December 31, 2004
because of the effect of the following material weaknesses identified in
management's assessment:

         1. The Registrant's policies and procedures did not provide for
adequate management oversight and review of the determination of estimated
reserves for distributor price adjustments. As result of this deficiency in
internal control, a material understatement of management's reserve computation
was identified.

         2. The Registrant's policies and procedures associated with the
preparation and review of schedules and reconciliations supporting the
consolidated statement of cash flows were not effective. These internal control
deficiencies resulted in the overstatement of cash flows from operating
activities and the understatement of cash flows from investing activities in a
corresponding amount.

         The audit reports of KPMG LLP on the consolidated financial statements
of the Registrant as of and for the years ended December 31, 2004 and 2003 did
not contain an adverse opinion or disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting principles. The audit
report of KPMG LLP on management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2004 did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles, except that KPMG LLP's
report indicates that the Company did not maintain effective internal control
over financial reporting as of December 31, 2004 because of the effect of the
material weaknesses as detailed above and contains explanatory paragraphs that
describe the material weaknesses consistent with above.

         The subject matter of the material weaknesses described above were
discussed by the Registrant's management and the Audit Committee of the Board of
Directors with KPMG LLP. The Registrant has authorized KPMG LLP to fully respond
to the inquiries of the Registrant's successor accountant. The Registrant has
not consulted Armanino McKenna LLP regarding the matters set forth in Item
304(a)(2) of Regulation S-K.

         The Registrant provided KPMG LLP with a copy of this report prior to
its filing with the Commission and requested that it furnish a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
statements contained in this Form 8-K, and if not, stating the respects in which
they do not agree. A copy of this letter, dated September 26, 2005, is filed as
Exhibit 16.1 to this Form 8-K.

<PAGE>

Item 9.01  Financial Statements and Exhibits

     (c)  Exhibits.

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


          16.1    Letter dated September 26, 2005, from KPMG LLP responding to
                  the information in Item 4 of this report.

<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/ Perry Grace Perry
                                                      --------------------------
                                                  Grace Chief Executive Officer
                                                  Vice President Finance Date:
                                                              September 26, 2005
[{"type": "8-K", "sequence": "1", "filename": "pal184603.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6537}]
{"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": "051103873"}, "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 22, 2005
                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 4.01  Changes in Registrant's Certifying Accountant.

         On September 22, 2005, ZiLOG, Inc. (the "Registrant") engaged Armanino
McKenna LLP as its principal accountants for the fiscal year ending December 31,
2005, and dismissed KPMG LLP. The decision to engage Armanino McKenna LLP and
dismiss KPMG LLP was approved by the Audit Committee of the Board of Directors,
which subsequently advised the Board of Directors of its decision.

         In connection with the financial statement audits for the fiscal years
ended December 31, 2003 and 2004, and the subsequent interim period through
September 22, 2005, there were: (1) no disagreements with KPMG LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement, or (2) reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K, except that, as previously
disclosed by the Company in its Annual Report on Form 10-K for the year ended
December 31, 2004, KPMG LLP advised the Company that it did not maintain
effective internal control over financial reporting as of December 31, 2004
because of the effect of the following material weaknesses identified in
management's assessment:

         1. The Registrant's policies and procedures did not provide for
adequate management oversight and review of the determination of estimated
reserves for distributor price adjustments. As result of this deficiency in
internal control, a material understatement of management's reserve computation
was identified.

         2. The Registrant's policies and procedures associated with the
preparation and review of schedules and reconciliations supporting the
consolidated statement of cash flows were not effective. These internal control
deficiencies resulted in the overstatement of cash flows from operating
activities and the understatement of cash flows from investing activities in a
corresponding amount.

         The audit reports of KPMG LLP on the consolidated financial statements
of the Registrant as of and for the years ended December 31, 2004 and 2003 did
not contain an adverse opinion or disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting principles. The audit
report of KPMG LLP on management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2004 did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles, except that KPMG LLP's
report indicates that the Company did not maintain effective internal control
over financial reporting as of December 31, 2004 because of the effect of the
material weaknesses as detailed above and contains explanatory paragraphs that
describe the material weaknesses consistent with above.

         The subject matter of the material weaknesses described above were
discussed by the Registrant's management and the Audit Committee of the Board of
Directors with KPMG LLP. The Registrant has authorized KPMG LLP to fully respond
to the inquiries of the Registrant's successor accountant. The Registrant has
not consulted Armanino McKenna LLP regarding the matters set forth in Item
304(a)(2) of Regulation S-K.

         The Registrant provided KPMG LLP with a copy of this report prior to
its filing with the Commission and requested that it furnish a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
statements contained in this Form 8-K, and if not, stating the respects in which
they do not agree. A copy of this letter, dated September 26, 2005, is filed as
Exhibit 16.1 to this Form 8-K.
Item 9.01  Financial Statements and Exhibits

     (c)  Exhibits.

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

          16.1    Letter dated September 26, 2005, from KPMG LLP responding to
                  the information in Item 4 of this report.
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/ Perry Grace Perry
                                                      --------------------------
                                                  Grace Chief Executive Officer
                                                  Vice President Finance Date:
                                                              September 26, 2005