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): May 27, 2009

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 8.01 Other Events.

     On May 27, 2009, Xilinx, Inc. (the "Company") received an adverse judicial ruling regarding a previously-disclosed dispute with the Internal Revenue Service (the "IRS") concerning the Company's cost sharing agreement with Xilinx Ireland.

As the Company has previously disclosed, on August 30, 2005, the Tax Court issued an opinion concerning whether the value of stock options must be included in the Company's cost sharing agreement with Xilinx Ireland. The Tax Court agreed with the Company that no amount for stock options was to be included in the cost sharing agreement, and thus, under that opinion, the Company owed no tax, interest or penalties to the IRS in connection with this dispute. The Tax Court entered its decision on May 31, 2006. On August 25, 2006, the IRS appealed the decision to the U.S. Court of Appeal for the Ninth Circuit. Although the Company opposed that appeal, believing that the Tax Court decided the case correctly, the Appeals Court has now ruled against the Company regarding this dispute. The Company is in the process of reviewing the impact of the Appeals Court decision for all years open to IRS audit.

Because the Company's Annual Report on Form 10-K for the period ended March 28, 2009 was also due on May 27, 2009, the Company must delay the filing of that Form 10-K in order to consider the impact of that ruling on the disclosure in such Form 10-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 28, 2009

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: May 28, 2009	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 May 28, 2009

EX-99.1

EXHIBIT 99.1

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

XILINX ANNOUNCES NINTH CIRCUIT COURT RULING

SAN JOSE, CA, MAY 28, 2009-- Xilinx, Inc. (Nasdaq: XLNX) announced that on May 27, 2009, it received an adverse judicial ruling from the U.S. Court of Appeal for the Ninth Circuit regarding a previously-disclosed dispute with the Internal Revenue Service concerning the Company's cost sharing agreement with its wholly owned subsidiary, Xilinx Ireland.

As the Company has previously disclosed, on August 30, 2005, the U.S. Tax Court issued an opinion where the Court agreed with the Company that no amount for stock options was to be included in the Company’s cost sharing agreement with Xilinx Ireland. The IRS appealed the decision to the U.S. Court of Appeals for the Ninth Circuit. Although the Company opposed that appeal, believing that the Tax Court decided the case correctly, the Ninth Circuit has now ruled against the Company in a 2-1 majority decision.

The Ninth Circuit decision does not impact the operational direction of the Company. Considering the reserves that the Company has already recorded, the Company does not believe this decision will have a material impact on the future earnings of the Company. While the Company does not agree with the Appeals Court decision, it is premature at this time to comment on the Company’s next steps as a result of the decision.

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 outcomes related to the Ninth Circuit ruling 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 athttp://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.
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