(1) Shares available for grant as of March 1, 2000 under the 1998 Long Term Stock Incentive Plan, as amended and the 1998 Executive Officer Incentive Plan.

(2) Estimated as of March 1, 2000 pursuant to Rule 457(a) solely for the purpose of calculating the registration fee.

(3)Shares subject to outstanding options and restricted stock grants granted under the 1998 Long Term Stock Incentive Plan, as amended and the 1998 Executive Officer Incentive Plan, as amended.

(4) Represents weighted average per share exercise price for such outstanding options pursuant to Rule 457(h)(1).

The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Securities and Exchange Commission (the "Commission") is incorporated herein by reference.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

The authorized capital stock of Zilog consists of 70,000,000 shares of Common Stock, par value $0.01 per share, 30,000,000 shares of Class A Non-Voting Common Stock, par value $0.01 per share and 5,000,000 shares of Preferred Stock, par value $100.00 per share.

Holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Approval of matters brought before the stockholders will require the affirmative vote of a majority of the holders of the outstanding shares of Common Stock, except as otherwise required by the General Corporation Law of the State of Delaware (the "DGCL").

Subject to the rights of holders of Preferred Stock and other classes and/or series of preferred stock, if any, all shares of Common Stock are entitled to share in such dividends as the Board of Directors may from time to time declare from sources legally available therefor. Subject to the rights of creditors and holders of Preferred Stock and other classes and/or series of preferred stock, if any, holders of Common Stock are entitled to share ratably in a distribution of assets of the registrant upon any liquidation, dissolution or winding up of the registrant.

There are currently 250,000 shares of Series A Cumulative Preferred Stock outstanding. Under the Registrant's Restated Certificate of Incorporation, the Board of Directors has the authority to issue, from time to time, by resolution and without any action by stockholders, up to 5,000,000 shares of preferred stock, par value $100.00 per share, in one or more classes and/or series and may establish the powers, designations, preferences, rights and qualifications, limitations or restrictions (which may differ with respect to each such class and/or series) of such class and/or series. The Series A Cumulative Preferred Stock is a non-voting, 13.5% pay-in-kind preferred stock with a stated value of $100.00 per share.

The Series A Cumulative Preferred Stock accumulates dividends at the rate of 13.5% per annum (payable quarterly) for periods ending on or prior to the anniversary of the effective date of the merger in which TPG Zeus Acquisition Corporation, a Delaware corporation merged with and into the Registrant, with the Registrant continuing as the surviving corporation (the "Effective Time") in 2008, and 15.5% per annum thereafter. Dividends will be payable, at the election of the Board of Directors but subject to availability of funds and the terms of the Registrant's senior secured Financing Agreement between the CIT Group/Business Credit, Inc. and the Registrant dated July 30, 1998 (the "Credit Facility"), in cash or in kind through a corresponding increase in the liquidation preference (as described below) of the Series A Cumulative Preferred Stock. The Series A Cumulative Preferred Stock has an initial liquidation preference of $100.00 per share.

To the extent that a quarterly dividend payment in respect of a share of Series A Cumulative Preferred Stock is not made in cash when due, the amount of such unpaid dividend will accumulate (whether or not declared by the Board of Directors) through an increase in the liquidation preference of such share of Series A Cumulative Preferred Stock equal to the amount of such unpaid dividend, and compounding dividends will accumulate on all such accumulated and unpaid dividends. The liquidation preference will be reduced to the extent that previously accumulated dividends are thereafter paid in cash. The Registrant is required on the anniversary of the Effective Time in 2008 to pay in cash all accumulated dividends that have been applied to increase the liquidation preference (the "Clean-Down").

Shares of Series A Cumulative Preferred Stock may be redeemed at the option of the Issuer, in whole or in part, at the redemption prices ranging from 105%, if redeemed prior to the six-month anniversary of the Effective Time in 1998, to 100%, if redeemed after the six-month anniversary of the Effective Time in 2003, in each case of the sum of (i) the liquidation preference thereof, increased to the extent that accumulated dividends thereon shall not have been paid in cash, plus (ii) accrued and unpaid dividends thereon to the date of redemption. Optional redemption of the Series A Cumulative Preferred Stock will be subject to, and expressly conditioned upon, certain limitations under the Credit Facility.

In certain circumstances, including the occurrence of a change of control of the Issuer, but again subject to certain limitations under the Credit Facility, the Issuer may be required to repurchase shares of Series A Cumulative Preferred Stock at 101% of the sum of the liquidation preference thereof, increased to the extent that accumulated dividends thereon shall not have been paid in cash, plus accumulated and unpaid dividends to the repurchase date.

Holders of Series A Cumulative Preferred Stock do not have any voting rights with respect thereto, except for (i) such rights as are provided under the DGCL, (ii) the right to elect, as a class, one director of the Issuer in the event that the Issuer fails to comply with its Clean-Down or repurchase obligations and (iii) class voting rights with respect to transactions adversely affecting the rights, preferences or powers of the Series A Cumulative Preferred Stock and certain transactions involving stock that ranks junior in payment of dividends, or upon liquidation, to the Series A Cumulative Preferred Stock.

Not applicable.

Section 145 of the Delaware General Corporation Law ("DGCL") permits Zilog's board of directors to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his or her being or having been a director, officer, employee or agent of Zilog, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

Article IX of Zilog's Certificate of Incorporation provides for indemnification of its directors, officers, employees and other agents to the fullest extent permitted by law.

As permitted by sections 102 and 145 of the DGCL, Zilog's Certificate of Incorporation eliminates a director's personal liability for monetary damages to Zilog and its stockholders arising from a breach or alleged breach of a director's fiduciary duty except for liability under section 174 of the DGCL or liability for any breach of the director's duty of loyalty to Zilog or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transaction from which the director derived an improper personal benefit.

In addition, Zilog maintains officers' and directors' insurance covering certain liabilities that may be incurred by officers and directors in the performance of their duties.

Not applicable.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Campbell, State of California, on this 29th day of March, 2000.

	ZILOG, INC.

	By:	/s/ Gary Patten

	Gary Patten
	Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Curtis J. Crawford and Richard R. Pickard, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name	Title	Date
Principal Executive Officer
/s/ CURTIS J. CRAWFORD	President, Chief Executive Officer and Director	March 29, 2000
Curtis J. Crawford
Principal Financial Officer and Principal Accounting Officer:
/s/ GARY PATTEN	Senior Vice President and Chief Financial Officer	March 29, 2000
Gary Patten
Additional Directors:
/s/ RICHARD S. FRIEDLAND	Director	March 29, 2000
Richard S. Friedland
/s/ MURRAY A. GOLDMAN	Director	March 29, 2000
Murray A. Goldman
	Director	March 29, 2000
William S. Price, III
/s/ DAVID M. STANTON	Director	March 29, 2000
David M. Stanton
/s/ LIONEL N. STERLING	Director	March 29, 2000
Lionel N. Sterling

Exhibit No. Description