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 16, 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 7.01 Regulation FD Disclosure

On December 16, 2008, Xilinx, Inc. issued a press release announcing that it revised its guidance for the third quarter of fiscal 2009. 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 December 16, 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: December 17, 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 of Xilinx, Inc. dated December 16, 2008.

EX-99.1

Investor Relations Contact:Lori Owen
Xilinx, Inc.
(408) 879-6911
ir@xilinx.com EXHIBIT 99.1

XILINX REVISES DECEMBER QUARTER GUIDANCE

SAN JOSE, CA, DECEMBER 16, 2008-- Xilinx, Inc. (Nasdaq: XLNX) today revised its guidance for the December quarter of fiscal 2009.

• The Company now expects December quarter sales to be down approximately 6-10% sequentially due to much weaker than anticipated sales in the month of December from a broad base of end markets. This is a revision from previous sales guidance of up 2% to down 2% sequentially.
  
• The Company continues to expect sales from the wireless communications and defense end markets to increase sequentially.
  
• Gross margin is expected to be unchanged at 63% to 64%.
  
• Operating expenses are expected to be approximately $175 - $177 million, lower than the Company’s original forecast of approximately $180 million.
  
• The Company is experiencing strong demand for its Virtex-5® FPGA family and continues to expect strong sequential sales growth in the December quarter.

There will be no conference call held in conjunction with this release. The company will announce fiscal third quarter results after market close on January 14, 2009.

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, our ability to deliver product in a timely manner, and other risk factors listed in our most recent Forms 10-K and 10-Q.

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.

Xilinx, the Xilinx logo, Virtex, Spartan, ISE, and other brands designated herein are trademarks of Xilinx in the United States and other countries. All other trademarks are the property of their respective owners.