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

Date of Report (Date of earliest event reported): July 20, 2006

ZORAN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-27246	94-2794449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1390 Kifer Road

Sunnyvale, California 94086-5305

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (408) 523-6500

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On July 20, 2006, the Board of Directors of Zoran Corporation (the “Company”) approved a compensation arrangement for the members of the special committee of the Board which had been created to conduct a further review of the Company’s historical stock option practices.  Upon the recommendation of the Nominating and Corporate Governance Committee, the Board approved the following compensation for service on the special committee: 

·A quarterly fee of $2,500; and

·A fee of $750 for each conference attended (defined as any meeting that includes both members of the special committee and at least one other person, whether or not the meeting constitutes a formal committee meeting), but no more than one such fee per day; 

provided that aggregate fees may not exceed $10,000 per member, per quarter.

SIGNATURE

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

Date:  July 25, 2006	ZORAN CORPORATION
	By:	/s/ Karl Schneider
		Karl Schneider
		Senior Vice President and Chief Financial Officer

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