September 8, 2000
Via Edgar Transmission and Courier
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ZiLOG, Inc.'s Registration Statement on Form S-1 (File No. 333-42912)
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Ladies and Gentlemen:
ZiLOG, Inc. (the "Company"), hereby requests pursuant to Rule 477 of
Regulation C of the Securities Act of 1933, as amended, to withdraw from
registration the registration statement on Form S-1, including all exhibits
thereto (the "Registration Statement") (Registration Statement No.
333-42912), filed by the Company with the Securities and Exchange
Commission (the "Commission") on August 3, 2000. The Registration Statement
is being withdrawn because of unfavorable market conditions. There was no
circulation of preliminary prospectuses in connection with the proposed
offering, the Registration Statement was not declared effective by the
Commission, and none of the Company's securities were sold pursuant to the
Registration Statement.
The Company requests that the Commission consent to this application
on the grounds that the withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors, as
contemplated by paragraph (a) of Rule 477.
Please provide the Company a facsimile copy of the order consenting
to the withdrawal of the Registration Statement as soon as it is available.
The facsimile number of the Company is (408) 558-8525.
If you have any questions regarding this request for withdrawal,
please contact Thomas J. Ivey of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel for the Company, at (650) 470-4522.
Sincerely,
/s/ Curtis J. Crawford
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Curtis J. Crawford
Chairman, President and Chief
Executive Officer
