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): April 23, 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 2.02 Results of Operations and Financial Condition

On April 23, 2008, Xilinx, Inc. issued a press release announcing results for both the fiscal quarter and the fiscal year ended March 29, 2008. 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 April 23, 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: April 23, 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 April 23, 2008.

EX-99.1

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

XILINX ANNOUNCES FOURTH QUARTER AND FISCAL YEAR END RESULTS

• Fiscal 2008  operating income $424.2 million, up 22% from prior year
• Fiscal 2008 operating cash flow $581.0 million, up from $551.6 million in prior year
• Fiscal 2008 annual return on equity 22%, up from 16% in prior year

SAN JOSE, CA, APRIL 23, 2008-- Xilinx, Inc. (Nasdaq: XLNX) today announced net revenues of $475.8 million in the fourth quarter of fiscal 2008, flat sequentially from the prior quarter and up 7% compared to the same quarter a year ago. Fourth quarter net income was $96.5 million, or $0.34 per diluted share, which included pre-tax charges of $4.7 million for a capital loss on a stock sale and $2.9 million related to impairment losses on equity investments, or approximately a $0.02 per diluted share reduction after tax.

Net revenues of $1.84 billion in fiscal 2008 were flat with the prior fiscal year. Fiscal 2008 net income was $374.0 million, up 7% from $350.7 million. Fiscal 2008 earnings per diluted share were $1.25, up 23% from $1.02 per diluted share in the prior fiscal year.

As previously announced on February 25, 2008, the Xilinx Board of Directors increased the quarterly cash dividend to $0.14 from $0.12 per common share, payable on May 28, 2008 to all stockholders of record at the close of business on May 7, 2008.

Additional fourth quarter comparisons are represented in the charts below:

GAAP Results
(In millions, except EPS)

				Growth Rates
	Q4 FY 2008	Q3 FY 2008	Q4 FY 2007	Q-T-Q	Y-T-Y
Net revenues	$475.8	$474.8	$443.5	0%	7%
Operating income	$117.0	$115.3	$79.4	1%	47%
Net income	$96.5	$103.6	$87.6	-7%	10%
Diluted earnings per share	$0.34	$0.35	$0.27	-3%	26%

Sales from New Products, led by strength from the Virtex®-5 FPGA family, increased 10% sequentially and represented 38% of total sales, up from 35% in the prior quarter and up from 24% in the same quarter a year ago.

“We remain keenly focused on increasing operating efficiencies and I am pleased with our progress in this area,” said Moshe Gavrielov, President and Chief Executive Officer. “Gross margin in the March quarter was 63.4%-- the highest we have reported in nearly four years. Operating margin was 24.6% in the March quarter, up from 17.9% in the same quarter a year ago primarily due to improved gross margin coupled with continued expense controls.”

Net Revenues by Geography:
	Percentages			Growth Rates
	Q4	Q3	Q4
	FY 2008	FY 2008	FY 2007	Q-T-Q	Y-T-Y
North America	38%	41%	39%	-7%	4%
Asia Pacific	28%	27%	26%	5%	18%
Europe	23%	22%	24%	7%	5%
Japan	11%	10%	11%	3%	-1%
Net Revenues by End Market:
	Percentages			Growth Rates
	Q4	Q3	Q4
	FY 2008	FY 2008	FY 2007	Q-T-Q	Y-T-Y
Communications	42%	41%	44%	2%	2%
Industrial & Other	33%	33%	30%	0%	17%
Consumer & Automotive	17%	17%	16%	-2%	10%
Data Processing	8%	9%	10%	-2%	-6%
Net Revenues by Product*:
	Percentages			Growth Rates
	Q4	Q3	Q4
	FY 2008	FY 2008	FY 2007	Q-T-Q	Y-T-Y
New	38%	35%	24%	10%	67%
Mainstream	42%	45%	52%	-7%	-15%
Base	14%	14%	18%	-1%	-12%
Support	6%	6%	6%	1%	14%

*Products are classified as follows:

New Products: Virtex-5, Virtex-4, Spartan®-3, and CoolRunner™^- II products
Mainstream Products: Virtex-II, Spartan-II, CoolRunner and Virtex-E products
Base Products: Virtex, Spartan, XC4000 and XC9500 products
Support Products: Configuration solutions, HardWire, Software & Support/Services

Fiscal 2008 Highlights:

ØOngoing efforts to improve operating margin and capital structure paid off in fiscal 2008. Operating margin was 23% in fiscal 2008, up from 19% in the prior fiscal year as a result of gross margin expansion coupled with expense reduction efforts. Annual return on equity was 22% in fiscal 2008, up from 16% in the prior fiscal year, primarily due to improved operating efficiency and capital structure. During the fiscal year, Xilinx repurchased 24 million shares of common stock and announced an increase in its dividend to $0.14 per diluted share, resulting in a dividend yield of 2.4%, higher than the dividend yield of the S&P 500.

ØXilinx improved its 65nm sales leadership with strong growth from its Virtex-5 FPGA family. Shipping over a year before competing products, sales from the Virtex-5 family increased more than 70% sequentially in the March quarter. Recently, Xilinx introduced Virtex-5 FXT devices which deliver in system integration for designs that demand high-performance processing and high-speed serial I/Os, enabling designers to reduce system costs, board space and component count. Xilinx estimates that it currently supplies over 90% of the PLD industry's 65nm sales.

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ØXilinx delivered the ISE® Design Suite10.1, a single unified release providing FPGA logic, embedded and DSP designers with immediate access to the Company’s entire line of design tools with full interoperability. The ISE Design Suite offers significantly faster implementations with an average of 2X faster run-times and up to 38% faster performance.

ØXilinx realized record sales in the Consumer & Automotive and Industrial and Other end markets in fiscal 2008. These combined categories represented 49% of sales in fiscal 2008, up from 45% in the prior fiscal year and up from 36% three years ago. Growth in these end markets was primarily driven by strength in defense and automotive applications and validates the Company’s focused end market diversification efforts.

Key Statistics:
	Q4	Q3	Q4
	FY 2008	FY 2008	FY 2007
Annual Return on Equity (%)*	22	21	16
Operating Cash Flow ($M)	102	208	106
Depreciation Expense ($M)	14	13	18
Capital Expenditures ($M)	6	11	63
Combined Inventory Days	92	91	120
Revenue Turns (%)	60	59	59

*Return on equity calculation: Annualized net income/average stockholders’ equity

Business Outlook – June Quarter Fiscal 2009

ØRevenues are expected to be up 3% to down 1% sequentially.

ØGross margin is expected to be approximately 63% to 64%.

ØOperating expenses are expected to be approximately flat sequentially.

ØOther income including interest expense is expected to be approximately $6 million.

ØTax rate is expected to be approximately 21%.

ØFully diluted share count is expected to be approximately 280 million shares.

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, our ability to successfully manage production at multiple foundries, variability in wafer pricing, 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.

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XILINX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

	Three Months Ended							Year Ended
	Mar. 29,			Mar. 31,		Dec. 29,		Mar. 29,			Mar. 31,
	2008			2007		2007		2008			2007
	(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)			(1)
Net revenues	$	475,760		$	443,472	$	474,806	$	1,841,372		$	1,842,739
Cost of revenues		173,974			168,041		174,414		686,988			718,643
Gross margin		301,786			275,431		300,392		1,154,384			1,124,096
Operating expenses:
Research and development		90,888			98,476		91,011		358,063			388,101
Selling, general and administrative		92,469			95,657		92,453		365,325			375,510
Amortization of acquisition-related intangibles		1,426			1,940		1,582		6,802			8,009
Litigation settlements and contingencies		-			-		-		-			2,500
Stock-based compensation related to prior years		-			-		-		-			2,209
Total operating expenses		184,783			196,073		185,046		730,190			776,329
Operating income		117,003			79,358		115,346		424,194			347,767
Impairment loss on investments		(2,850	)		-		-		(2,850	)		(1,950	)
Interest and other, net		5,328			21,916		14,385		52,750			85,329
Income before income taxes		119,481			101,274		129,731		474,094			431,146
Provision for income taxes		23,002			13,648		26,139		100,047			80,474
Net income	$	96,479		$	87,626	$	103,592	$	374,047		$	350,672
Net income per common share:
Basic	$	0.34		$	0.27	$	0.36	$	1.27		$	1.04
Diluted	$	0.34		$	0.27	$	0.35	$	1.25		$	1.02
Cash dividends declared per common share	$	0.12		$	0.09	$	0.12	$	0.48		$	0.36
Shares used in per share calculations:
Basic		284,523			325,115		289,703		295,050			337,920
Diluted		286,321			330,243		293,036		298,636			343,636

      (1) Derived from audited financial statements

XILINX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	March 29,		March 31,
	2008		2007
	(Unaudited)		(1)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,296,435	$	1,137,915
Accounts receivable, net		249,147		182,295
Inventories		130,250		174,572
Deferred tax assets and other current assets		144,364		205,320
Total current assets		1,820,196		1,700,102
Net property, plant and equipment		404,430		413,036
Long-term investments		564,269		675,713
Investment in United Microelectronics Corporation		-		67,050
Other assets		348,212		323,454
Total Assets	$	3,137,107	$	3,179,355
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	228,988	$	214,317
Deferred income on shipments to distributors		111,678		89,052
Total current liabilities		340,666		303,369
Convertible debentures		999,851		999,597
Deferred tax liabilities		84,486		102,329
Other long-term liabilities		40,281		1,320
Stockholders' equity		1,671,823		1,772,740
Total Liabilities and Stockholders' Equity	$	3,137,107	$	3,179,355

       (1) Derived from audited financial statements

XILINX, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands)

	Three Months Ended									Year Ended
	Mar. 29,			Mar. 31,			Dec. 29,			Mar. 29,			Mar. 31,
	2008			2007			2007			2008			2007
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(1)
SELECTED CASH FLOW INFORMATION:
Depreciation	$	13,876		$	17,895		$	13,497		$	54,199		$	55,998
Amortization		4,219			4,536			4,328			17,756			17,926
Stock-based compensation		17,697			20,135			16,456			66,427			90,292
Net cash provided by operating activities		101,841			105,633			207,744			580,975			551,568
Purchases of property, plant and equipment		(6,238	)		(63,183	)		(10,737	)		(45,593	)		(110,777	)
Payment of dividends to stockholders		(34,093	)		(29,613	)		(34,480	)		(139,974	)		(120,833	)
Repurchases of common stock		(200,000	)		(1,030,000	)		(200,000	)		(550,000	)		(1,430,000	)
Proceeds from issuance of common               stock to employees and excess tax benefit		57,700			51,376			11,610			148,094			155,549
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,820		$	1,985		$	1,937		$	7,605		$	10,345
Research and development		8,908			9,407			7,977			31,433			41,610
Selling, general and administrative		6,970			8,742			6,542			27,389			38,337

       (1) Derived from audited financial statements