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):  June 7, 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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

See disclosure under Item 5.02 below for material terms of the employment agreement related to the appointment of a new Vice President Finance and Chief Financial Officer of Xilinx, Inc. (the “Company”).

Item 5.02 (b) and (c) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 7, 2005, the Company  issued a press release announcing the appointment of a new Vice President Finance  and Chief Financial Officer (CFO).   The former CFO will remain with the Company as Senior VP, Corporate and Enterprise Services.  A copy of this press release is furnished as Exhibit 99.1 to this report.

Effective June 6, 2005, the Company entered into a letter agreement with Jon A. Olson related to the terms of his employment as Vice President Finance and Chief Financial Officer commencing June 27, 2005.  The agreement provides for an initial base compensation of $27,916.66 per month, a target bonus equal to 50% of base salary and the grant of options to purchase 200,000 shares of Common Stock exercisable at the fair market value on the date the grant is approved by the Board of Directors.  These options will vest over a four year period.  The letter agreement also provides for a signing bonus of $150,000, payable in one sum with the first regular pay check.  Additionally, the agreement provides that in the event of a change in control due to the sale or merger of the Company within a two year time period from the date of hire, and his termination by the Company without cause within one year of the change in control, he will be eligible for one year’s base pay, one year’s target bonus, one year’s medical and dental insurance and accelerated vesting of one year of unvested stock options.  The agreement is not for any specified period.  Thus, either he or the Company may terminate the agreement at will.

Item 9.01Financial Statements and Exhibits:

(c)  Exhibits

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated June 7, 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: June 7, 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 June 7, 2005.

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EX-99.1

Exhibit 99.1

Investor Relations Contact:

Lori Owen

Xilinx, Inc.

(408) 879-6911

ir@xilinx.com

XILINX APPOINTS NEW CFO; KRIS CHELLAM REMAINS WITH COMPANY AS
SVP, CORPORATE AND ENTERPRISE SERVICES

SAN JOSE, Calif., June 7, 2005 – Xilinx, Inc. (NASDAQ:XLNX), the world’s leading programmable logic supplier, today announced the appointment of Jon  A. Olson, 51, to the position of  vice president finance and chief financial officer (CFO). Currently VP Finance and Enterprise Services, Director of Finance at Intel Corporation, Olson brings more than 25 years of financial management expertise. The finance function he oversaw at Intel had over 1,200 employees and supported all the various business groups. Starting on June 27^th, Olson will have the responsibility for finance, tax, treasury and investor relations at Xilinx.

Olson will succeed Kris Chellam, 54, who will remain with the company in the role of Senior Vice President, Corporate and Enterprise Services. Chellam will continue to oversee information technology, internal audit, business and strategy development, real estate and our Asia/Pacific headquarters located in Singapore.

“Kris’ unique combination of 25 years of extensive industry knowledge, business development strength, organizational management skills and international experience make him the ideal choice to help drive the company’s strategic direction and seek out opportunities to expand the market for programmable solutions. Kris has been instrumental in the company’s growth and developed a strong finance organization. He successfully led the effort that resulted in Xilinx getting a clean opinion with regard to Sarbanes-Oxley Section 404,” said Wim Roelandts, Xilinx’s Chairman and Chief Executive Officer.

 “We are pleased to welcome someone of Jon’s caliber who will fit in well with our team,” added Mr. Roelandts. “This is an opportunistic hire for the Company and we look forward to working with Jon, whose extensive Intel background and vast financial experience made him an outstanding choice to become the third CFO for Xilinx.”

Since joining Intel in 1979, Olson has held various senior financial positions including vice president, finance and enterprise services, director of finance, technology and manufacturing group controller, semiconductor products group controller as well as system manufacturing group controller. Prior to Intel, he worked for 4 years at General Signal Corporation. Olson is a native of Illinois and earned his B.S. in Accounting from Indiana University and his MBA in Finance from Santa Clara University.

About Xilinx

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

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