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 3, 2008

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05       Costs Associated with Exit or Disposal Activities.

On June 4, 2008, Xilinx, Inc. (the “Company”) announced the completion of a functional reorganization. On June 3, 2008 the Company began providing notices to employees whose employment would be terminated as part of the reorganization. A press release announcing the reorganization is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01       Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1	Press release dated June 4, 2008

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 4, 2008	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 dated June 4, 2008

EX-99.1

Investor Relations Contact:
Maria Quillard
Xilinx, Inc.
(408) 879-4988
ir@xilinx.com

Editorial Contact:
Lisa Washington
Xilinx, Inc.
(408) 626-6272
lisa.washington@xilinx.com

FOR IMMEDIATE RELEASE

XILINX COMPLETES FUNCTIONAL REORGANIZATION

     SAN JOSE, CA. June 4, 2008 – Xilinx, Inc. (NASDAQ: XLNX) announced a corporate reorganization into functional areas to better serve its customers and improve its operating performance. As a result of the reorganization, Xilinx will eliminate approximately 250 positions, or about 7 percent of the Company’s global workforce. The workforce reduction is expected to be completed by the end of the next fiscal quarter.

     The Company expects to record restructuring-related charges of approximately $18-22 million in connection with the reorganization. These one-time pre-tax charges are comprised of approximately $16-19 million of severance pay expenses, which will be recorded in the first quarter of fiscal 2009 and approximately $2-3 million of facility and other associated costs, a portion of which will be recorded in the second quarter of fiscal 2009.

     The restructuring charges will adversely impact the Company’s first quarter’s operating expenses, which were forecasted to be approximately flat sequentially for the June ending quarter. The Company will report its fiscal first quarter results after market close on July 16, 2008. A real-time audio broadcast of the teleconference will be provided at www.investor.xilinx.com.

This release contains forward-looking statements and projections. Forward-looking statements and projections can often be identified by the use of forward-looking words such as “expect”, “may,” “will,” “could,” “believe,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project” or other similar words. Undue reliance should not be placed on such forward-looking statements and projections, which speak only as of the date they are made. We undertake no obligation to update such forward-looking statements. 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, the ability of our customers to manage their inventories, a high dependence on turns business, more customer volume discounts than expected, greater product mix changes than anticipated, fluctuations in manufacturing yields, our ability to deliver product in a timely manner, unanticipated restructuring difficulties, inaccuracies in the assessment of the amount and timing of the charges 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 athttp://www.xilinx.com.