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):  May 25, 2006

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 5.02

(b) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 31, 2006, Xilinx, Inc. issued a press release announcing that a member of the Board of Directors has decided not to stand for re-election to the Board for the upcoming year but will serve the remainder of his term through the Company’s annual meeting of stockholders on July 26, 2006. A copy of this press release is furnished as Exhibit 99.1 to this report.

Item 9.01Financial Statements and Exhibits:

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated May 31, 2006.

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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: May 31, 2006	By:	/s/	Thomas R. Lavelle
			Thomas R. Lavelle
			Vice President, Secretary and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated May 31, 2006.

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EX-99.1

Exhibit 99.1

XILINX ANNOUNCES BOARD MEMBER HAROLD E. HUGHES WILL NOT STAND FOR RE-ELECTION AT ANNUAL MEETING

SAN JOSE, CA, MAY 31, 2006 — Xilinx, Inc. (Nasdaq: XLNX) today announced that Harold E. Hughes, Jr., member of the Board and Audit Committee, will not stand for re-election but will serve the remainder of his term through the Company’s annual stockholders’ meeting scheduled for July 26, 2006. This decision was influenced by the increased time requirements and responsibilities associated with Hughes’ position as CEO and President of Rambus, Inc. Hughes was an independent consultant when he first joined the Xilinx Board in 2003. He assumed his current position with Rambus, Inc. in January 2005.

“We will miss Harold, who was a solid contributor to the Board. In today’s environment, serving as a Board member has become significantly more challenging and time consuming and I have great respect for his decision,” said Wim Roelandts, Xilinx Chairman and CEO.

About Xilinx

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