8-K

                                 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

                                January 20, 2006
                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 January 20, 2006, ZiLOG, Inc. (the "Registrant") issued the press release
attached hereto as Exhibit 99.1 pre-announcing its updated preliminary third
quarter revenue and gross margin results for the three month and nine month
periods ended December 31, 2005.

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 January 20, 2006





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 Financial Officer,
                                                  Vice President of Finance


                                                         Date: January 20, 2006

EX-99

                      ZiLOG UPDATES BUSINESS EXPECTATIONS

                         FOR DECEMBER 31, 2005 RESULTS

San Jose, CA (January 20, 2006) ZiLOG, Inc. (NASDAQ: ZILG) the creator of the
Z80 microprocessor and a leading innovator of integrated 8 bit microcontroller
solutions, today announced the updated preliminary results for the three month
and nine month periods ended December 31, 2005. The company expects to report
sales for the quarter in the range of $17.4 to $17.6 million compared to its
earlier guidance range of $19.5 to $20.0 million. Additionally, the company
expects to report for the three months ended December 31, 2005 higher than
expected gross margins in the range of 43 to 45 percent compared to earlier
guidance of 40 percent and a lower net loss on a GAAP basis of 23 to 25 cents
per share compared to earlier guidance of 25 to 27 cents per share.

Change in business conditions resulted from distribution resales trending lower
in the quarter driven in large part by lower z80 and TV product sales. In
addition one of our key universal remote control customers announced they were
in the process of selling their business which appeared to negatively impact
our OEM shipments. Cash ended the quarter at approximately $24 million and
inventories ended at approximately $8 million.

"Clearly we were disappointed with the sales reduction for the quarter however
our new products business metrics continue to make progress. Design wins were
$25 million for the quarter including a quarterly record for embedded flash of
$11.6 million. Our gross margins improved and the operating loss narrowed as we
achieved the benefits of our cost reduction programs," said Jim Thorburn the
company's Chief Executive Officer. "Given the limited visibility and slow start
for the quarter in distribution resales coupled with the uncertainty of the
shipment levels to a key remote control customer we are cautious in projecting
sales levels for the March 2006 quarter although the current estimate is in the
$16 to $17 million range."

The company will be completing the normal quarterly review of its financials
with its Independent Auditors and will provide unaudited results and an update
to its guidance during its earnings call which is scheduled for 2 pm Pacific on
Thursday February 9, 2006.

About ZiLOG, Inc.

Founded in 1974, ZiLOG won international acclaim for designing one of the first
architectures in the microprocessors and microcontrollers industry. Today,
ZiLOG is a leading global supplier of 8-bit micro logic devices. It designs and
markets a broad portfolio of devices for embedded control and communication
applications used in consumer electronics, home appliances, security systems,
point of sales terminals, personal computer peripherals, as well as industrial
and automotive applications. ZiLOG is headquartered in San Jose, California,
and employs approximately 500 people worldwide with sales offices throughout
Asia, Europe and North America. For more information about ZiLOG and our
products, visit the Company's website at: www.ZiLOG.com.


Cautionary Statments
This release contains forward-looking statements relating to expectations,
plans or prospects for ZiLOG, Inc. that are based upon the current expectations
and beliefs of ZiLOG's management and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. For example, the Company has not
finalized its results for the quarter ended December 31, 2005 therefore those
results may change based on audit adjustments or other factors that arise in
the finalization of ZiLOG's results of operations. Another forward looking
statement is our outlook for the March 2006 quarter; this could vary depending
on the amount of legacy products which we sell. ZiLOG does not expect to, and
disclaims any obligation to, update such forward looking statements until
release of its next quarterly earnings announcement. ZiLOG, however, reserves
the right to update such statements or any portion thereof at any time for any
reason.

For a detailed discussion of these and other cautionary statements, please
refer to the risk factors discussed in filings with the U.S. Securities and
Exchange Commission ("SEC"), including but not limited to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004, and any
subsequently filed reports. All documents also are available through the SEC's
Electronic Data Gathering Analysis and Retrieval system (EDGAR) at
http://www.sec.gov or from the Company's website at www.ZiLOG.com.

Contact:

     Stew Chalmers
     Director Corporate Communications
     (818) 681-3588