8-K

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):    August 9, 2002

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18548	77-0188631
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2100 Logic Drive, San Jose, California	95124
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    (408) 559-7778

Item 9.    REGULATION FD DISCLOSURE

Xilinx, Inc. (“Xilinx”) is furnishing herewith the Statements Under Oath of its Principal Executive Officer and its Principal Financial Officer regarding facts and circumstances relating to Exchange Act Filings as Exhibits 99.6 and 99.7 hereto, respectively, which are included herein. Willem P. Roelandts, President and Chief Executive Officer of Xilinx, and Kris Chellam, Senior Vice President Finance and Chief Financial Officer of Xilinx, signed these statements, which are being filed with the Securities and Exchange Commission (“SEC”) on August 13, 2002, pursuant to the SEC’s Order No. 4-460 (June 27, 2002).

Item 7.    FINANCIAL STATEMENTS AND EXHIBITS.

(c)    Exhibits.

The following exhibits are included herein:

Exhibit 99.6 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

Exhibit 99.7 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

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.

XILINX, INC., a Delaware corporation
By:	/s/    KRIS CHELLAM
Name:	Kris Chellam
Title:	Senior Vice President Finance and Chief Financial Officer

August 9, 2002

EX-99.6

EXHIBIT 99.6

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND

CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Willem P. Roelandts, Chief Executive Officer of Xilinx, Inc., state and attest that:

(1)    To the best of my knowledge, based upon a review of the covered reports of Xilinx, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)    I have reviewed the contents of this statement with Xilinx’s Audit Committee.

(3)    In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K filed with the U.S. Securities & Exchange Commission of Xilinx, Inc. on June 17, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Xilinx, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/    WILLEM P. ROELANDTS Willem P. Roelandts	Subscribed and sworn to before me this 9th day of August, 2002.
August 9, 2002	Mary O’Malley Notary Public My Commission Expires: 8/13/04

EX-99.7

EXHIBIT 99.7

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND

CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Kris Chellam, Chief Financial Officer of Xilinx, Inc., state and attest that:

(1)    To the best of my knowledge, based upon a review of the covered reports of Xilinx, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)    I have reviewed the contents of this statement with Xilinx’s Audit Committee.

(3)    In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K filed with the U.S. Securities & Exchange Commission of Xilinx, Inc. on June 17, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Xilinx, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/    Kris Chellam Kris Chellam	Subscribed and sworn to before me this 9th day of August, 2002.
August 9, 2002	Mary O’Malley Notary Public My Commission Expires: 8/13/04