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):  January 8, 2007

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 8.01Other Events.

On January 8, 2007, Xilinx, Inc. (the “Company”) announced that the U.S. District Court for Northern District of California has dismissed the consolidated shareholder derivative lawsuits that were filed against members of the Company’s Board of Directors and certain of the Company’s officers.  A copy of the related 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 January 8, 2007.

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: January 9, 2007	By:	/s/	Jon A. Olson
			Jon A. Olson
			Senior Vice President, Finance
			and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated January 8, 2007.

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Maria Quillard

Xilinx, Inc.

(408) 879-4988

ir@xilinx.com

XILINX ANNOUNCES DISMISSAL OF SHAREHOLDER DERIVATIVE LAWSUITS

SAN JOSE, CA, JANUARY 8, 2007 — Xilinx, Inc. (Nasdaq: XLNX) today announced that the U.S. District Court for Northern District of California has dismissed the consolidated shareholder derivative lawsuits that were filed against members of the Company’s Board of Directors and certain of the Company’s officers. The complaints alleged, among other things, mismanagement of corporate assets by the defendants for failing to halt the backdating of certain stock options.

On November 30, 2006 the United States Securities and Exchange Commission (SEC) formally notified Xilinx that its investigation of Xilinx’s stock option granting practices had been terminated and that no enforcement action had been recommended.  An investigation of the Company’s historical stock option-granting practices found no evidence of fraud in the Company’s practices in granting of stock options, nor any evidence of manipulation of the timing or exercise price of stock option grants.  The investigation further found no issues of management integrity in the issuance of stock options.

“We are pleased with the positive outcome of the investigation into Xilinx’s stock option granting and are happy to have the shareholder litigation related to this subject now closed. We have been exonerated,” stated Wim Roelandts, Xilinx’s chairman, president and chief executive officer.

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.