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):  April 21, 2005

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)	(IRS 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

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 April 21, 2005, Xilinx, Inc. announced an increase in the quarterly dividend as well as an increase in the share repurchase program.

Item 9.01   Financial Statements and Exhibits:

(c)  Exhibits

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc., dated April 21, 2005.

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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.
Date: April 21, 2005	By:	/s/ Thomas R. Lavelle
		Thomas R. Lavelle
		Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated April 21, 2005.

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EX-99.1

Exhibit 99.1

Investor Relations Contact:

Maria Quillard

Xilinx, Inc.

(408) 879-4988

ir@xilinx.com

XILINX INCREASES QUARTERLY CASH DIVIDEND AND SHARE REPURCHASE PROGRAM

SAN JOSE, CA, APRIL 21, 2005 — Xilinx, Inc. (Nasdaq: XLNX) today announced that its Board of Directors has increased the quarterly cash dividend to $0.07 from $0.05 per share. Stockholders of record on May 11, 2005 will receive $0.07 per share, payable on June 1, 2005.

The Board also approved an additional stock repurchase program whereby Xilinx is authorized to repurchase up to $350 million of its common stock in the open market. During the past four quarters, the Company purchased 4.4 million shares for approximately $135 million. Timing of repurchases and the number of shares of common stock to be purchased is dependent upon prevailing market conditions, share price and other factors. As of April 2, 2005 Xilinx had approximately 350 million common shares outstanding.

“Our business has consistently generated healthy free cash flow. The increase dividend and stock repurchase program demonstrates the confidence we have in our company’s prospects and shows our commitment to returning value to our stockholders,” stated Wim Roelandts, chairman and chief executive officer.

Both programs will be funded using the company’s working capital. As of April 2, 2005, the company had cash, cash equivalents, short-term and long-term investments of approximately $1.6 billion.

This release contains forward-looking statements that are subject to risks and uncertainties.  Actual events and results may differ materially from those in the forward-looking statements and are subject to risks and uncertainties including the continued profitability and ability to generate cash at a rate necessary to continue paying cash dividends or repurchasing stock and other risk factors listed in our most recent Form 10K.

About Xilinx

Xilinx, Inc. (NASDAQ: XLNX) is the worldwide leader of programmable logic solutions. Additional information about Xilinx is available athttp://www.xilinx.com.