EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 23, 2002 relating
to the financial statements, which appears in Xicor, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2001.



/s/ PricewaterhouseCoopers LLP


PRICEWATERHOUSECOOPERS LLP
San Jose, California
January 21, 2003