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):  December 7, 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 7.01 Regulation FD Disclosure

On December 7, 2006, Xilinx, Inc. issued a press release announcing a business update for the third fiscal quarter. 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 December 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: December 7, 2006	By:	/s/ Jon A. Olson
	Jon A. Olson
	Senior Vice President, Finance
	and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated December 7, 2006.

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EX-99.1

Exhibit 99.1

Investor Relations Contact:

Lori Owen
Xilinx, Inc.
(408) 879-6911
ir@xilinx.com

XILINX REVISES DECEMBER QUARTER FY07 GUIDANCE

SAN JOSE, CA, DECEMBER 7, 2006 — Xilinx, Inc. (Nasdaq: XLNX) today announced its business update for the December quarter of fiscal 2007.

·The Company now expects December quarter sales to be down 2% to 5% sequentially due to weaker than anticipated turns business in the month of November, particularly from communications customers.  This is a revision from previous sales guidance of up 2% to 5% sequentially.

·Gross margin guidance is expected to be unchanged at 61% to 62%, including approximately $2 million of stock-based compensation charges.

This release contains forward-looking statements and projections. Actual events and results may differ materially from those in the forward-looking statements and are subject to risks and uncertainties including the general health of global economies as well as of the semiconductor industry, the health of our end markets and our customers’ customers, our ability to forecast end customer demand, customer acceptance of our new products, greater than expected mix shift within the new products category or greater than expected decline in mainstream products, the ability of our customers to manage their inventories, a high dependence on turns business, more customer volume discounts than expected and other risk factors listed in our most recent Form 10-K.

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.

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