Exhibit 32.1

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350
                             As Adopted Pursuant to
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Louis DiNardo, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Xicor, Inc. on Form 10-Q for the quarterly period ended March 28, 2004
fully complies with the requirements of Section 13(a) or 15 (d) of the
Securities and Exchange Act of 1934 and that information contained in such Form
10-Q fairly represents in all material respects the financial condition and
results of operations of Xicor, Inc.


                                        By:     /s/ Louis DiNardo
                                           ------------------------------------
                                        Name: Louis DiNardo
                                        Title: Chief Executive Officer


I, Geraldine N. Hench, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Xicor, Inc. on Form 10-Q for the quarterly period ended March 28, 2004
fully complies with the requirements of Section 13(a) or 15 (d) of the
Securities and Exchange Act of 1934 and that information contained in such Form
10-Q fairly represents in all material respects the financial condition and
results of operations of Xicor, Inc.


                                        By:     /s/ Geraldine N. Hench
                                           ------------------------------------
                                        Name: Geraldine N. Hench
                                        Title: Chief Financial Officer