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

Date of Report (Date of earliest event reported):  July 3, 2006

ZORAN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-27246	94-2794449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1390 Kifer Road

Sunnyvale, California 94086-5305

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (408) 523-6500

Not Applicable

(Former name or former address, if changed since last report)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

On July 3, 2006, Zoran Corporation (the “Company”) issued a press release to announce the creation of a special committee to conduct a further review of the Company’s historical stock option practices. The Company also announced that it received a grand jury subpoena from the office of the U.S. Attorney for the Northern District of California requesting documents from 1995 through the present referring to, relating to or involving stock options, and also that the Company has received an informal inquiry from the Securities and Exchange Commission requesting documents related to the Company’s stock option grants.

A copy of the press released is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press release dated July 3, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 6, 2006	ZORAN CORPORATION
	By:	/s/ Karl Schneider
			Karl Schneider
			Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Zoran Corporation:

Karl Schneider

Chief Financial Officer

(408) 523-6500

ir@zoran.com

Company Web Site:

www.zoran.com

ZORAN CORPORATION ANNOUNCES CREATION OF SPECIAL COMMITTEE
TO CONTINUE REVIEW OF STOCK OPTION PRACTICES

SUNNYVALE, Calif. (July 3, 2006) — Zoran Corporation (Nasdaq NM: ZRAN) announced today that, at the recommendation of the Audit Committee of its Board of Directors, the Board has created a special committee to conduct a further review of the Company’s historical stock option practices. The special committee is comprised of disinterested members of the Board and has full authority to retain any outside experts it deems appropriate to assist in its review. The special committee is empowered to review the Company’s option practices and all option grants since its initial public offering in 1995, including those option grants referenced in the Company’s May 23, 2006 press release. The special committee will also make any appropriate recommendations regarding the Company’s ongoing option granting procedures.

The Company also announced that it has received a grand jury subpoena from the office of the U.S. Attorney for the Northern District of California requesting documents from 1995 through the present referring to, relating to, or involving stock options, and that it also has received an informal inquiry from the Securities and Exchange Commission requesting documents related to the Company’s stock option grants. The Company intends to cooperate fully with the office of the U.S. Attorney in connection with the subpoena and with the SEC in connection with its request for information.

Company Profile

Zoran Corporation, based in Sunnyvale, California, is a leading provider of digital solutions for applications in the growing digital entertainment and digital imaging markets. With two decades of expertise developing and delivering digital signal processing technologies, Zoran has pioneered high-performance digital audio and video, imaging applications, and Connect and Share technologies for the digital home. Zoran’s proficiency in integration delivers major benefits for OEM customers, including greater capabilities within each product generation, reduced system costs, and shorter time to market. Zoran-based DVD, digital camera, DTV, multimedia mobile phone, and multifunction printer products have received recognition for excellence and are now in hundreds of millions of homes and offices

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worldwide. With headquarters in the U.S. and operations in Canada, China, England, Germany, India, Israel, Japan, Korea, and Taiwan, Zoran may be contacted on the World Wide Web at www.zoran.com or at 408-523-6500.

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