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 28, 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 8.01 Other Events

On February 28, 2007, Xilinx, Inc. issued a press release announcing that it has priced $900 million of 3.125% convertible junior subordinated debentures due in 2037.  A copy of this press release is furnished as Exhibit 99.1 to this report.

Item 9.01  Financial Statements and Exhibits:

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated February 28, 2007 regarding the pricing of $900 million of convertible junior subordinated debentures.

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 28, 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 28, 2007 regarding the pricing of $900 million of convertible junior subordinated debentures.

EX-99.1

EXHIBIT 99.1

Investor Relations Contact:

Maria Quillard

Xilinx, Inc.

(408) 879-4988

ir@xilinx.com

XILINX PRICES $900 MILLION 3.125% CONVERTIBLE

JUNIOR SUBORDINATED DEBENTURES

SAN JOSE, CA, FEBRUARY 28, 2007 — Xilinx, Inc. (Nasdaq: XLNX) today announced that it has priced $900 million of 3.125% convertible junior subordinated debentures due in 2037. The debentures will be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The sale is expected to close March 5, 2007.

The debentures will be initially convertible, subject to certain conditions, into shares of Xilinx’s common stock at a conversion rate of 32.0760 shares of common stock per $1,000 principal amount of debentures. This represents an initial effective conversion price of approximately $31.18 per share. This initial conversion price represents a premium of 20% to the closing price of Xilinx’s common stock on February 27th, which was $25.98 per share.

Xilinx intends to use approximately $850 million of the net proceeds of this offering to repurchase its common stock through an accelerated share repurchase program, from institutional investors in negotiated transactions concurrent with this offering and in additional repurchases under its existing share repurchase program. The repurchases of the 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.

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 risks 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.