SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    under
                          THE SECURITIES ACT OF 1933

                           ------------------------

                                 XILINX, INC.
           (Exact name of Registrant as specified in its charter)


           Delaware                                       77-0188631
     (State of incorporation)                         (I.R.S. Employer
                                                     Identification No.)

                               2100 Logic Drive
                         San Jose, California  95124
                 (Address of Principal Executive Offices)

                        ---------------------------------
                    
                                1997 Stock Plan
                1990 Employee Qualified Stock Purchase Plan
                          (Full title of the Plans)

                              Willem P. Roelandts
                            Chief Executive Officer
                                 XILINX, INC.
                               2100 Logic Drive
                          San Jose, California  95124
                                (408) 559-7778
            (Name, address and telephone number of agent for service)

                             ----------------------

                                  Copies to:

                                 Steve Bochner
                       WILSON SONSINI GOODRICH & ROSATI
                           Professional Corporation
                              650 Page Mill Road
                         Palo Alto, California  94304






                                    CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

<S>                                              <C>         <C>           <C>             <C>
TITLE OF EACH CLASS OF SECURITIES                AMOUNT      MAXIMUM       PROPOSED        AMOUNT
TO BE REGISTERED                                 TO BE       OFFERING      MAXIMUM         OF
                                                 REGISTERED  PRICE         AGGREGATE       REGISTRATION
                                                             PER UNIT(1)   OFFERING        FEE
                                                                           PRICE
                                                 ---------  ------------  --------------   ------------

Common Stock issuable under 1997 Stock Plan      1,500,000  $30.4686      $45,702,900.00   $13,482.36

Common Stock issuable under 1990 Employee 
Qualified Stock Purchase Plan                    2,000,000  $25.8983 (2)  $51,796,662.50   $15,280.02

Total                                            3,500,000  N/A           $97,499,562.50   $28,762.38
=============================================   ==========  ============  ==============   ============

</TABLE>

(1) Estimated solely for the purpose of computing the registration fee.
Computed in accordance with Rule 457(h) under the Securities Act of 1933,
based on the average of the bid and asked prices per share of the Registrant's
Common Stock as of August 31, 1998.

(2)  The exercise price of $25.8983 per share, computed in accordance with
Rule 457(h) under the Securities Act of 1933, is 85% of the fair market value
of a share of Xilinx, Inc.  Common Stock on August 31, 1998.  Pursuant to
Section 7 of the 1990 Employee Stock Purchase Plan, shares
are sold at 85% of the lesser of the fair market value of such shares on the
Enrollment Date or on the Exercise Date.



                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------

     The  following  documents  filed  by  Registrant  with the Securities and
Exchange  Commission  are  incorporated  by  reference  in  this  registration
statement:

     (a)     The Registrant's Annual Report on Form 10-K for the fiscal year 
ended March 28, 1998.

     (b)     The Registrant's Quarterly  Report on Form 10-Q for the quarterly
periods ended June 27, 1998.

     (c)     The  description  of  common stock contained in Registrant's
Registration  Statement  on Form 8-A (Registration No. 0-18548) filed on April
27, 1990 under the Securities Exchange Act of 1934, including any amendment or
report  subsequently  filed  by  Registrant  for  the purpose of updating that
description.

     In  addition,  all documents subsequently filed by Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of a post-effective amendment which indicates that all
securities  offered  have  been  sold or which deregisters all securities then
remaining  unsold,  shall  be  deemed  to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item  4.     Description  of  Securities
             ---------------------------

     Not  applicable.

Item  5.     Interests  of  Named  Experts  and  Counsel
             -------------------------------------------

     Not  applicable.

Item  6.     Indemnification  of  Directors  and  Officers
             ---------------------------------------------

     Section 145 of the Delaware General Corporation Law authorizes a court to
award,  or a corporation's Board of Directors to grant, indemnity to directors
and  officers in terms sufficiently broad to permit such indemnification under
certain  circumstances  for  liabilities (including reimbursement for expenses
incurred)  arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act").   The Registrant's Certificate of Incorporation and Bylaws
provide  that the Registrant shall indemnify its directors and officers to the
fullest  extent  permitted  by  Delaware law, including circumstances in which
indemnification  is  otherwise  discretionary  under  Delaware  law.

     The  Registrant  currently  carries indemnity insurance pursuant to which
its  directors  and  officers  are insured under certain circumstances against
certain liabilities or losses, including liabilities under the Securities Act.
The  Registrant  has  entered into indemnity agreements with certain directors
and  executive  officers.  These agreements, among other things, indemnify the
directors  and  executive  officers for certain expenses (including attorneys'
fees),  judgments,  fines, and settlement payments incurred by such persons in
any  action,  including  any  action  by or in the right of the Registrant, in
connection  with  the  good faith performance of their duties as a director or
officer.   The indemnification agreements also provide for the advance payment
by  the  Registrant  of  defense expenses incurred by the director or officer;
however, the affected director or officer must undertake to repay such amounts
advanced  if  it is ultimately determined that such director or officer is not
entitled  to  be  indemnified.

Item  7.     Exemption  from  Registration  Claimed
             --------------------------------------

     Not  applicable.

Item  8.     Exhibits
             --------

     The  following  Exhibits  are  filed  as  a  part  of  this  Registration
Statement:

     4.1     1990 Employee Qualified Stock Purchase Plan

     4.2     1997 Stock Option Plan, as amended.

     5.1     Opinion of Wilson Sonsini Goodrich & Rosati

     23.1    Consent of Ernst & Young LLP, Independent Auditors

     23.2    Consent of Wilson Sonsini Goodrich & Rosati (included in 
Exhibit 5.1 herein).

     24.1    Power of Attorney (see page II-4)


Item 9.      Undertakings
             ------------

     (a)     The undersigned Registrant hereby undertakes:

          (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material  information  with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change to such
information  in  the  Registration  Statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide  offering  thereof.

          (3)    To  remove  from  registration  by means of a post-effective
amendment  any  of  the securities being registered which remain unsold at the
termination  of  the  offering.

     (b)     The undersigned Registrant hereby undertakes that, for purposes 
of determining  any  liability  under  the Securities Act, each filing of the
Registrant's  annual  report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act)  that is
incorporated  by reference in the Registration Statement shall be deemed to be
a  new  registration statement relating to the securities offered therein, and
the  offering of such securities at that time shall be deemed to be an initial
bona  fide  offering  thereof.

     (c)     Insofar, as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of  the  Registrant  pursuant to the California General Corporations Code, the
Certificate  of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and it officers
and  directors,  or  otherwise,  the  Registrant  has been advised that in the
opinion  of  the  Securities  and  Exchange Commission such indemnification is
against  public  policy  as expressed in the Securities Act and is, therefore,
unenforceable.    In  the  event that a claim for indemnification against such
liabilities (other than the payment by  the Registrant of expenses incurred or
paid  by  a  director,  officer or controlling person of the Registrant in the
successful  defense  of  any  action,  suit or proceeding) is asserted by such
director,  officer  or  controlling  person  in connection with the securities
being  registered,  the  Registrant will, unless in the opinion of its counsel
the matter has been settled by the controlling precedent, submit to a court of
appropriate  jurisdiction  the  question whether such indemnification by it is
against  public policy as expressed in the Securities Act and will be governed
by  the  final  adjudication  of  the  such  issue.


                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933 the Registrant
certifies  that  it has reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in the City of San Jose, State of California, on the third day of
September,  1998.

                                     XILINX,  INC.

                                     By:          /s/  Willem  P.  Roelandts
                                                  --------------------------
                                                  Willem  P.  Roelandts
                                                  Chief  Executive  Officer


                                POWER  OF  ATTORNEY
                                -------------------

     Each  Director  and/or  officer of the Registrant whose signature appears
below hereby appoints Willem P. Roelandts and Robert Hinckley and each of them
severally, as his attorney-in-fact, to sign in his name and behalf, in any and
all  capacities  stated  below,  and  to  file with the Commission any and all
amendments,  including  post-effective  amendments,  to  this  registration
statement,  and  the  Registrant  hereby also appoints each such person as its
attorney-in-fact  with  like authority to sign and file any such amendments in
its  name  and  behalf.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  person  in the
capacities  and  on  the  date  indicated

<TABLE>
<CAPTION>


    SIGNATURE                      TITLE                                 DATE
    ---------                      -----                                 ----

<S>                            <C>                                   <C>           
/s/ Willem P. Roelandts        Chief Executive Officer (Principal    September 3, 1998
-----------------------        Executive Officer) and Director 
Willem P. Roelandts


/s/ Kris Chellam               Senior Vice President, Finance and    September 3, 1998
----------------               Chief Financial Officer (Principal 
Kris Chellam                   Financial and Accounting Officer) 


/s/ Bernard V. Vonderschmitt   Chairman of the Board of Directors    September 3, 1998
----------------------------
Bernard V. Vonderschmitt 


/s/ John L. Doyle              Director                              September 3, 1998
-----------------
John L. Doyle 


/s/ Philip T. Gianos           Director                              September 3, 1998
--------------------
Philip T. Gianos 


/s/ William G. Howard          Director                              September 3, 1998
---------------------
William G. Howard 


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13868}]
{"company-data": {"conformed-name": "XILINX INC", "cik": "0000743988", "assigned-sic": "3674", "irs-number": "770188631", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62897", "film-number": "98704481"}, "business-address": {"street1": "2100 LOGIC DR", "city": "SAN JOSE", "state": "CA", "zip": "95124", "phone": "4085597778"}, "mail-address": {"street1": "2100 LOGIC DRIVE", "street2": "2100 LOGIC DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95124"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    under
                          THE SECURITIES ACT OF 1933

                           ------------------------

                                 XILINX, INC.
           (Exact name of Registrant as specified in its charter)

           Delaware                                       77-0188631
     (State of incorporation)                         (I.R.S. Employer
                                                     Identification No.)

                               2100 Logic Drive
                         San Jose, California  95124
                 (Address of Principal Executive Offices)

                        ---------------------------------
                    
                                1997 Stock Plan
                1990 Employee Qualified Stock Purchase Plan
                          (Full title of the Plans)

                              Willem P. Roelandts
                            Chief Executive Officer
                                 XILINX, INC.
                               2100 Logic Drive
                          San Jose, California  95124
                                (408) 559-7778
            (Name, address and telephone number of agent for service)

                             ----------------------

                                  Copies to:

                                 Steve Bochner
                       WILSON SONSINI GOODRICH & ROSATI
                           Professional Corporation
                              650 Page Mill Road
                         Palo Alto, California  94304

                                    CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES                AMOUNT      MAXIMUM       PROPOSED        AMOUNT
TO BE REGISTERED                                 TO BE       OFFERING      MAXIMUM         OF
                                                 REGISTERED  PRICE         AGGREGATE       REGISTRATION
                                                             PER UNIT(1)   OFFERING        FEE
                                                                           PRICE
                                                 ---------  ------------  --------------   ------------

Common Stock issuable under 1997 Stock Plan      1,500,000  $30.4686      $45,702,900.00   $13,482.36

Common Stock issuable under 1990 Employee 
Qualified Stock Purchase Plan                    2,000,000  $25.8983 (2)  $51,796,662.50   $15,280.02

Total                                            3,500,000  N/A           $97,499,562.50   $28,762.38
=============================================   ==========  ============  ==============   ============
(1) Estimated solely for the purpose of computing the registration fee.
Computed in accordance with Rule 457(h) under the Securities Act of 1933,
based on the average of the bid and asked prices per share of the Registrant's
Common Stock as of August 31, 1998.

(2)  The exercise price of $25.8983 per share, computed in accordance with
Rule 457(h) under the Securities Act of 1933, is 85% of the fair market value
of a share of Xilinx, Inc.  Common Stock on August 31, 1998.  Pursuant to
Section 7 of the 1990 Employee Stock Purchase Plan, shares
are sold at 85% of the lesser of the fair market value of such shares on the
Enrollment Date or on the Exercise Date.

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------

     The  following  documents  filed  by  Registrant  with the Securities and
Exchange  Commission  are  incorporated  by  reference  in  this  registration
statement:

     (a)     The Registrant's Annual Report on Form 10-K for the fiscal year 
ended March 28, 1998.

     (b)     The Registrant's Quarterly  Report on Form 10-Q for the quarterly
periods ended June 27, 1998.

     (c)     The  description  of  common stock contained in Registrant's
Registration  Statement  on Form 8-A (Registration No. 0-18548) filed on April
27, 1990 under the Securities Exchange Act of 1934, including any amendment or
report  subsequently  filed  by  Registrant  for  the purpose of updating that
description.

     In  addition,  all documents subsequently filed by Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of a post-effective amendment which indicates that all
securities  offered  have  been  sold or which deregisters all securities then
remaining  unsold,  shall  be  deemed  to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item  4.     Description  of  Securities
             ---------------------------

     Not  applicable.

Item  5.     Interests  of  Named  Experts  and  Counsel
             -------------------------------------------

     Not  applicable.

Item  6.     Indemnification  of  Directors  and  Officers
             ---------------------------------------------

     Section 145 of the Delaware General Corporation Law authorizes a court to
award,  or a corporation's Board of Directors to grant, indemnity to directors
and  officers in terms sufficiently broad to permit such indemnification under
certain  circumstances  for  liabilities (including reimbursement for expenses
incurred)  arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act").   The Registrant's Certificate of Incorporation and Bylaws
provide  that the Registrant shall indemnify its directors and officers to the
fullest  extent  permitted  by  Delaware law, including circumstances in which
indemnification  is  otherwise  discretionary  under  Delaware  law.

     The  Registrant  currently  carries indemnity insurance pursuant to which
its  directors  and  officers  are insured under certain circumstances against
certain liabilities or losses, including liabilities under the Securities Act.
The  Registrant  has  entered into indemnity agreements with certain directors
and  executive  officers.  These agreements, among other things, indemnify the
directors  and  executive  officers for certain expenses (including attorneys'
fees),  judgments,  fines, and settlement payments incurred by such persons in
any  action,  including  any  action  by or in the right of the Registrant, in
connection  with  the  good faith performance of their duties as a director or
officer.   The indemnification agreements also provide for the advance payment
by  the  Registrant  of  defense expenses incurred by the director or officer;
however, the affected director or officer must undertake to repay such amounts
advanced  if  it is ultimately determined that such director or officer is not
entitled  to  be  indemnified.

Item  7.     Exemption  from  Registration  Claimed
             --------------------------------------

     Not  applicable.

Item  8.     Exhibits
             --------

     The  following  Exhibits  are  filed  as  a  part  of  this  Registration
Statement:

     4.1     1990 Employee Qualified Stock Purchase Plan

     4.2     1997 Stock Option Plan, as amended.

     5.1     Opinion of Wilson Sonsini Goodrich & Rosati

     23.1    Consent of Ernst & Young LLP, Independent Auditors

     23.2    Consent of Wilson Sonsini Goodrich & Rosati (included in 
Exhibit 5.1 herein).

     24.1    Power of Attorney (see page II-4)

Item 9.      Undertakings
             ------------

     (a)     The undersigned Registrant hereby undertakes:

          (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material  information  with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change to such
information  in  the  Registration  Statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide  offering  thereof.

          (3)    To  remove  from  registration  by means of a post-effective
amendment  any  of  the securities being registered which remain unsold at the
termination  of  the  offering.

     (b)     The undersigned Registrant hereby undertakes that, for purposes 
of determining  any  liability  under  the Securities Act, each filing of the
Registrant's  annual  report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act)  that is
incorporated  by reference in the Registration Statement shall be deemed to be
a  new  registration statement relating to the securities offered therein, and
the  offering of such securities at that time shall be deemed to be an initial
bona  fide  offering  thereof.

     (c)     Insofar, as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of  the  Registrant  pursuant to the California General Corporations Code, the
Certificate  of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and it officers
and  directors,  or  otherwise,  the  Registrant  has been advised that in the
opinion  of  the  Securities  and  Exchange Commission such indemnification is
against  public  policy  as expressed in the Securities Act and is, therefore,
unenforceable.    In  the  event that a claim for indemnification against such
liabilities (other than the payment by  the Registrant of expenses incurred or
paid  by  a  director,  officer or controlling person of the Registrant in the
successful  defense  of  any  action,  suit or proceeding) is asserted by such
director,  officer  or  controlling  person  in connection with the securities
being  registered,  the  Registrant will, unless in the opinion of its counsel
the matter has been settled by the controlling precedent, submit to a court of
appropriate  jurisdiction  the  question whether such indemnification by it is
against  public policy as expressed in the Securities Act and will be governed
by  the  final  adjudication  of  the  such  issue.

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933 the Registrant
certifies  that  it has reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in the City of San Jose, State of California, on the third day of
September,  1998.

                                     XILINX,  INC.

                                     By:          /s/  Willem  P.  Roelandts
                                                  --------------------------
                                                  Willem  P.  Roelandts
                                                  Chief  Executive  Officer

                                POWER  OF  ATTORNEY
                                -------------------

     Each  Director  and/or  officer of the Registrant whose signature appears
below hereby appoints Willem P. Roelandts and Robert Hinckley and each of them
severally, as his attorney-in-fact, to sign in his name and behalf, in any and
all  capacities  stated  below,  and  to  file with the Commission any and all
amendments,  including  post-effective  amendments,  to  this  registration
statement,  and  the  Registrant  hereby also appoints each such person as its
attorney-in-fact  with  like authority to sign and file any such amendments in
its  name  and  behalf.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  person  in the
capacities  and  on  the  date  indicated
SIGNATURE                      TITLE                                 DATE
    ---------                      -----                                 ----
/s/ Willem P. Roelandts        Chief Executive Officer (Principal    September 3, 1998
-----------------------        Executive Officer) and Director 
Willem P. Roelandts

/s/ Kris Chellam               Senior Vice President, Finance and    September 3, 1998
----------------               Chief Financial Officer (Principal 
Kris Chellam                   Financial and Accounting Officer) 

/s/ Bernard V. Vonderschmitt   Chairman of the Board of Directors    September 3, 1998
----------------------------
Bernard V. Vonderschmitt 

/s/ John L. Doyle              Director                              September 3, 1998
-----------------
John L. Doyle 

/s/ Philip T. Gianos           Director                              September 3, 1998
--------------------
Philip T. Gianos 

/s/ William G. Howard          Director                              September 3, 1998
---------------------
William G. Howard