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):  February 26, 2007

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18548	77-0188631
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

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 February 26, 2007, Xilinx, Inc. issued a press release announcing that it proposes to offer $900 million of convertible junior subordinated debentures. A copy of this press release is furnished as Exhibit 99.1 to this report.

On February 26, 2007, Xilinx, Inc. issued a press release announcing an increase in the quarterly dividend from $0.09 to $0.12 per common share for the first quarter of fiscal 2008, payable on May 30, 2007, and an increase in the stock repurchase program. A copy of this press release is furnished as Exhibit 99.2 to this report.

Item 9.01  Financial Statements and Exhibits:

(d)  Exhibits          

Exhibit No.		Description
99.1	Press Release of Xilinx, Inc. dated February 26, 2007 regarding the offering of junior subordinated convertible debentures.
99.2	Press Release of Xilinx, Inc. dated February 26, 2007 regarding an increase in the quarterly cash dividend and stock repurchase authorization.

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: February 27, 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 February 26, 2007 regarding the offering of junior subordinated convertible debentures.
99.2	Press Release of Xilinx, Inc. dated February 26, 2007 regarding an increase in the quarterly cash dividend and stock repurchase authorization.

EX-99.1

EXHIBIT 99.1

Investor Relations Contact:

Maria Quillard

Xilinx, Inc.

(408) 879-4988

ir@xilinx.com

XILINX TO OFFER $900 MILLION JUNIOR SUBORDINATED

CONVERTIBLE DEBENTURES

SAN JOSE, CA, FEBRUARY 26, 2007 — Xilinx, Inc. (Nasdaq: XLNX) today announced that it proposes to offer $900 million of convertible junior subordinated debentures, subject to market conditions and other factors. The debentures would be due in 2037 and are to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The conversion rate and other terms will be determined by negotiations between the Company and the initial purchaser of the debentures. Xilinx has also granted to the initial purchaser of the debentures the right to purchase up to an additional $100 million principal amount of debentures solely to cover overallotments.

Xilinx intends to use the majority of the net proceeds of this offering to repurchase its common stock through an accelerated share repurchase program and/or from institutional investors in negotiated transactions concurrent with this offering. The repurchases of shares of common stock by the Company are conditioned upon the closing of the offering of the debentures. The other party to the accelerated share repurchase program may buy or sell Xilinx common stock in the secondary market to hedge its position. Xilinx also intends to continue to purchase shares under its existing share repurchase program.

Xilinx intends to use the remainder of the net proceeds for general corporate purposes. If the initial purchaser exercises its overallotment option, Xilinx may use a portion of the net proceeds from the sale of additional debentures to repurchase additional shares of its common stock.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The debentures have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by such statements. Such risk and uncertainties include, but are not limited to whether or not Xilinx will offer the debentures or consummate the offering, the anticipated terms of the debentures and the offering and the anticipated use of the proceeds of the offering.

EX-99.2

EXHIBIT 99.2

Investor Relations Contact:

Maria Quillard

Xilinx, Inc.

(408) 879-4988

ir@xilinx.com

XILINX INCREASES QUARTERLY CASH DIVIDEND

AND SHARE REPURCHASE AUTHORIZATION

SAN JOSE, CA, FEBRUARY 26, 2007 — Xilinx, Inc. (Nasdaq: XLNX) today announced that its Board of Directors has increased the quarterly cash dividend to $0.12 from $0.09 per common share. Stockholders of record on May 9, 2007 will receive $0.12 per common share, payable on May 30, 2007. Xilinx initiated quarterly cash dividend payments in the first quarter of fiscal 2005 and has increased the cash dividend by 140% from the initial dividend level.

“Xilinx business has consistently generated healthy free cash flow. Our Board of Directors and our management team remain committed to returning value to our stockholders and continue to recognize dividends as a key element of this strategy,” stated Wim Roelandts, chairman and chief executive officer.

Xilinx today also announced that its Board of Directors has approved the authorization, effective immediately, to repurchase up to $1.5 billion of its common stock. This amount is in addition to the approximately $175 million remaining from Xilinx’s previous share repurchase program.

Under this authorization, Xilinx intends to repurchase its common stock through an accelerated share repurchase program and/or from institutional investors in negotiated transactions, as well as in the open market pursuant to Xilinx’s existing share repurchase program. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions.

This release contains forward-looking statements that are subject to risks and uncertainties. Actual events and results may differ materially from those in the forward-looking statements and are subject to risks and uncertainties including the continued profitability and ability to generate cash at a rate necessary to continue paying cash dividends or repurchasing stock 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.