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 5, 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 8.01  Other Events

On June 7, 2006, Xilinx, Inc. issued a press release announcing that a shareholder derivative action has been filed, purportedly on behalf of the Company, naming as defendants certain officers and each of the members of the Board of Directors.  The complaint was served on the officers on June 5, 2006.  A copy of the 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 June 7, 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: June 7, 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 June 7, 2006.

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EX-99.1

Exhibit 99.1

XILINX RECEIVES SHAREHOLDER DERIVATIVE COMPLAINT

SAN JOSE, CA, JUNE 7, 2006 — Xilinx, Inc. (Nasdaq: XLNX) today announced that a shareholder filed a derivative complaint in the United States District Court in the Northern District of California, purportedly on behalf of the Company, against members of the Company’s board of directors and certain of the Company’s officers.  The complaint, which was filed on June 2, 2006, alleges, among other things, that the defendants mismanaged corporate assets and breached their fiduciary duties between 1998 and the date of filing by authorizing or failing to halt the back-dating of certain stock options.  The complaint also alleges that the officer defendants were unjustly enriched by their receipt and retention of the backdated stock option grants and that the Company issued false and misleading proxy statements in 2002 and 2003.

The Company’s board of directors is reviewing the allegations in the complaint.

The Companywill file this press release on Form 8-K with the Securities and Exchange Commission.  The Company does not intend to file further current reports on Form 8-K describing additional lawsuits, if any, which are based on allegations substantially similar to those contained in the complaint as described in this release.

About Xilinx

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