XILINX INC
10-Q, 1999-02-10
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 10-Q



(Mark  One)
[  X  ]  Quarterly  report  pursuant  to  Section  13 or 15(d) of the Securities
Exchange  Act  of  1934  for  the  quarterly  period  ended January 2, 1999   or
                                                            ---------------
[     ]  Transition  report  pursuant  to  section 13 or 15(d) of the Securities
Exchange  Act  of  1934  for  the  transition  period  from _______ to _______ .


                        COMMISSION FILE NUMBER   0-18548

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

                                    DELAWARE
          (State or other jurisdiction of incorporation or organization)

                                   77-0188631
                      (I.R.S. Employer Identification No.)

                      2100 LOGIC DRIVE, SAN JOSE, CA 95124
              (Address of principal executive offices)   (Zip Code)

                                 (408) 559-7778
              (Registrant's telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such reports), and (2) has been subject to such requirements
for  the  past  90  days.
                         YES  [  X  ]        NO  [    ]






Class                                 Shares  Outstanding  at  January  2,  1999
- -----                                 ------------------------------------------

Common  Stock,  $.01  par  value                   144,569,000   (1)

(1)  Restated  for  stock  split - See Note 9 of Notes to Consolidated Condensed
     Financial  Statements.


<PAGE>
PART  I.     FINANCIAL  INFORMATION

Item  1.     Financial  Statements

<TABLE>
<CAPTION>


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


                                                Three Months Ended      Nine Months Ended
                                                Jan. 2,    Dec. 27,    Jan. 2,    Dec. 27,
                                                 1999        1997       1999        1997 
                                               ---------  ----------  ---------  ----------
<S>                                            <C>        <C>         <C>        <C>
Net revenues. . . . . . . . . . . . . . . . .  $167,357   $ 148,735   $475,403   $ 459,768 

Costs and expenses:
     Cost of revenues . . . . . . . . . . . .    65,962      55,668    181,599     172,622 
     Research and development . . . . . . . .    23,036      19,536     66,399      59,424 
     Sales, general and administrative. . . .    33,858      32,460     97,739      96,352 
                                               ---------  ----------  ---------  ----------

          Operating costs and expenses. . . .   122,856     107,664    345,737     328,398 
                                               ---------  ----------  ---------  ----------

Operating income. . . . . . . . . . . . . . .    44,501      41,071    129,666     131,370 

Interest income and other . . . . . . . . . .     5,326       4,425     13,963      15,514 
Interest expense. . . . . . . . . . . . . . .    (3,473)     (3,487)   (10,530)    (10,474)
                                               ---------  ----------  ---------  ----------

Income before provision for taxes on income
  and equity in joint venture . . . . . . . .    46,354      42,009    133,099     136,410 

Provision for taxes on income . . . . . . . .    11,708      13,023     38,599      43,030 
                                               ---------  ----------  ---------  ----------

Income before equity in joint venture . . . .    34,646      28,986     94,500      93,380 

Equity in net income (loss) of joint venture.      (727)      2,614     (5,721)      2,614 
                                               ---------  ----------  ---------  ----------

Net income. . . . . . . . . . . . . . . . . .  $ 33,919   $  31,600   $ 88,779   $  95,994 
                                               =========  ==========  =========  ==========

Net income per share:
      Basic . . . . . . . . . . . . . . . . .  $   0.24   $    0.21   $   0.61   $    0.65 
                                               =========  ==========  =========  ==========
      Diluted . . . . . . . . . . . . . . . .  $   0.22   $    0.20   $   0.59   $    0.60 
                                               =========  ==========  =========  ==========

Shares used in per share calculations:  (1)
     Basic. . . . . . . . . . . . . . . . . .   143,820     148,392    144,443     147,742 
                                               =========  ==========  =========  ==========
     Diluted. . . . . . . . . . . . . . . . .   151,163     158,496    151,533     161,326 
                                               =========  ==========  =========  ==========
<FN>
(1)  Restated  for  stock  split  - See Note 9 of Notes to Consolidated Condensed Financial
Statements.
</TABLE>

    (See accompanying Notes to Consolidated Condensed Financial Statements.)


<PAGE>
<TABLE>
<CAPTION>
                                         XILINX, INC.
                            CONSOLIDATED CONDENSED BALANCE SHEETS
                           (in thousands except per share amounts)



                                                                       Jan. 2,     March 28,
                                                                        1999         1998
                                                                     -----------  -----------
<S>                                                                  <C>          <C>
ASSETS

Current assets:
    Cash and cash equivalents . . . . . . . . . . . . . . . . . . .  $  111,683   $  166,861 
    Short-term investments. . . . . . . . . . . . . . . . . . . . .     224,040      195,326 
    Accounts receivable, net. . . . . . . . . . . . . . . . . . . .      80,735       60,912 
    Inventories . . . . . . . . . . . . . . . . . . . . . . . . . .      48,704       55,289 
    Advances for wafer purchases. . . . . . . . . . . . . . . . . .      46,443       72,267 
    Deferred income taxes and other current assets. . . . . . . . .      64,215       49,569 
                                                                     -----------  -----------

Total current assets. . . . . . . . . . . . . . . . . . . . . . . .     575,820      600,224 

Property, plant and equipment, at cost. . . . . . . . . . . . . . .     183,795      163,632 
Accumulated depreciation and amortization . . . . . . . . . . . . .     (88,363)     (75,356)
                                                                     -----------  -----------
    Net property, plant and equipment . . . . . . . . . . . . . . .      95,432       88,276 

Long-term investments . . . . . . . . . . . . . . . . . . . . . . .     128,468       42,126 
Investment in joint venture . . . . . . . . . . . . . . . . . . . .      92,300       90,872 
Advances for wafer purchases. . . . . . . . . . . . . . . . . . . .      64,206       77,342 
Deposits and other assets . . . . . . . . . . . . . . . . . . . . .      44,398       42,398 
                                                                     -----------  -----------

                                                                     $1,000,624   $  941,238 
                                                                     ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . .  $   19,010   $   20,332 
    Accrued payroll, interest payable and other accrued liabilities      28,152       32,735 
    Income taxes payable. . . . . . . . . . . . . . . . . . . . . .      23,573       16,692 
    Deferred income on shipments to distributors. . . . . . . . . .      68,061       55,898 
                                                                     -----------  -----------

Total current liabilities . . . . . . . . . . . . . . . . . . . . .     138,796      125,657 

Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . .     250,000      250,000 
Deferred tax liabilities. . . . . . . . . . . . . . . . . . . . . .      24,009       15,406 

Stockholders' equity:
    Preferred stock, $.01 par value . . . . . . . . . . . . . . . .           -            - 
    Common stock, $.01 par value. . . . . . . . . . . . . . . . . .       1,446        1,458 
    Additional paid-in capital. . . . . . . . . . . . . . . . . . .      88,843      118,443 
    Retained earnings . . . . . . . . . . . . . . . . . . . . . . .     593,247      504,468 
    Treasury stock, at cost . . . . . . . . . . . . . . . . . . . .     (80,222)     (56,973)
    Cumulative translation adjustment . . . . . . . . . . . . . . .     (15,495)     (17,221)
                                                                     -----------  -----------

                Total stockholders' equity. . . . . . . . . . . . .     587,819      550,175 
                                                                     -----------  -----------

                                                                     $1,000,624   $  941,238 
                                                                     ===========  ===========
</TABLE>

    (See accompanying Notes to Consolidated Condensed Financial Statements.)

<PAGE>
<TABLE>
<CAPTION>
                                                    XILINX, INC.
                                   CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                  Increase (decrease) in cash and cash equivalents
                                                   (in thousands)

                                                                                              Nine  Months  Ended
                                                                                              Jan. 2,     Dec. 27,
                                                                                                1999        1997
                                                                                             ---------   ---------
<S>                                                                                          <C>         <C>
Cash flows from operating activities:
    Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  88,779   $  95,994 
    Adjustments to reconcile net income to net cash provided by operating
       activities:
               Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . .     24,643      24,822 
               Undistributed loss/(earnings) of joint venture . . . . . . . . . . . . . . .      5,721      (3,642)
               Changes in assets and liabilities:
                       Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . .    (19,823)      8,446 
                       Inventories, excluding receipts against advances for wafer purchases     45,545       7,762 
                       Deferred income taxes and other. . . . . . . . . . . . . . . . . . .     (7,507)      8,114 
                       Accounts payable, accrued liabilities and income taxes payable . . .     16,671      11,222 
                       Deferred income on shipments to distributors . . . . . . . . . . . .     12,163      12,889 
                                                                                             ----------  ----------
                               Total adjustments. . . . . . . . . . . . . . . . . . . . . .     77,413      69,613 
                                                                                             ----------  ----------
                                    Net cash provided by operating activities . . . . . . .    166,192     165,607 

Cash flows from investing activities:
    Purchases of available-for-sale investments . . . . . . . . . . . . . . . . . . . . . .   (671,399)   (281,860)
    Proceeds from sale or maturity of available-for-sale investments. . . . . . . . . . . .    514,906     318,241 
    Purchases of held-to-maturity investments . . . . . . . . . . . . . . . . . . . . . . .    (36,228)    (36,136)
    Proceeds from sale or maturity of held-to-maturity investments. . . . . . . . . . . . .     72,347      35,648 
    Advances for wafer purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -     (60,000)
    Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (28,405)    (17,947)
    Investment in joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (5,448)    (67,422)
    Deposit on building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -     (28,351)
                                                                                             ----------  ----------
                                     Net cash used in investing activities. . . . . . . . .   (154,227)   (137,827)

Cash flows from financing activities:
    Acquisition of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (108,634)    (22,682)
    Proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . . . . . . . .     41,491      23,078 
                                                                                             ----------  ----------
                                     Net cash (used)/provided by financing activities . . .    (67,143)        396 
                                                                                             ----------  ----------
Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . .    (55,178)     28,176 

Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . . . . . . .    166,861     215,903 
                                                                                             ----------  ----------

Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . . . . . . .  $ 111,683   $ 244,079 
                                                                                             ==========  ==========

Schedule of non-cash transactions:
    Tax benefit from stock options. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  14,124   $  12,723 
    Issuance of treasury stock under employee stock plans . . . . . . . . . . . . . . . . .     85,385      20,475 
    Receipts against advances for wafer purchases . . . . . . . . . . . . . . . . . . . . .     38,960           - 

Supplemental disclosures of cash flow information:
    Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12,991      13,195 
    Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  15,568   $  26,489 
</TABLE>

    (See accompanying Notes to Consolidated Condensed Financial Statements.)

<PAGE>

                                  XILINX, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   The  accompanying  interim  consolidated  financial  statements  have  been
     prepared in conformity with generally  accepted  accounting  principles and
     should be read in conjunction with the Xilinx, Inc. (Xilinx or the Company)
     consolidated financial statements for the fiscal year ended March 28, 1998.
     The balance  sheet at March 28, 1998 is derived from the audited  financial
     statements.  The interim financial statements are unaudited but reflect all
     adjustments which are, in the opinion of management, of a normal, recurring
     nature  necessary to present fairly the  statements of financial  position,
     results of operations and cash flows for the interim periods presented. The
     results  for  the  three-month   period  ended  January  2,  1999  are  not
     necessarily  indicative  of the results that may be expected for the fiscal
     year ending April 3, 1999, the Saturday  nearest March 31. The  three-month
     and  nine-month  periods  ended  January 2, 1999  consisted of thirteen and
     forty weeks,  respectively.  The three-month  and nine-month  periods ended
     December   27,  1997   consisted  of  thirteen   and   thirty-nine   weeks,
     respectively.

2.   Inventories are stated at the lower of cost (first-in, first-out) or market
     (estimated net realizable value).  Inventories at January 2, 1999 and March
     28, 1998 are as follows:

      <TABLE>
      <CAPTION>
      (in thousands)      Jan. 2,   March 28,
                           1999       1998
                        --------  ----------
      <S>               <C>       <C>
      Raw materials. .  $  3,113  $    5,976
      Work-in-process.    24,994      24,845
      Finished goods .    20,597      24,468
                        --------  ----------
                        $ 48,704  $   55,289
                        ========  ==========
      </TABLE>

3.   The  computation  of basic net income per share for all years  presented is
     derived from the information on the face of the income statement, and there
     are  no  reconciling   items  in  either  the  numerator  or   denominator.
     Additionally,  there  are no  reconciling  items in the  numerator  used to
     compute  diluted  net  income  per  share.  The  total  shares  used in the
     denominator  of the diluted net income per share  calculation  includes 7.3
     million  and  7.1  million   incremental  common  shares   attributable  to
     outstanding  options for the third  quarter and first nine months of fiscal
     year 1999,  respectively,  as compared to 10.1  million and 13.6 million in
     the comparable fiscal 1998 periods, respectively.

     The shares  issuable  upon  conversion  of  long-term  debt to equity  (the
     Convertible Subordinated Notes), approximately 9.8 million shares, were not
     included  in the  calculation  of  diluted  net  income  per share as their
     inclusion would have had an anti-dilutive effect for all periods presented.
     In addition,  outstanding options to purchase approximately 1.5 million and
     6.4  million  shares for the third  quarter and first nine months of fiscal
     year 1999,  respectively,  and 6.8 million  and 3.0  million  shares in the
     comparable  fiscal 1998 periods,  respectively,  under the Company's  Stock
     Option Plan were not included in the treasury  stock  calculation to derive
     diluted income per share as their inclusion would have had an anti-dilutive
     effect.

4.   The Company adopted the Statement of Financial Accounting Standards No. 130
     (FASB 130), "Reporting Comprehensive Income" in the first quarter of fiscal
     1999.  FASB 130  established  standards for the reporting and disclosure of
     comprehensive  income and its  components;  however,  the disclosure has no
     impact on the  Company's  consolidated  results  of  operations,  financial
     position  or cash flows.  Comprehensive  income is defined as the change in
     equity of a company during a period resulting from certain transactions and
     other  events and  circumstances,  excluding  transactions  resulting  from
     investments by owners and distributions to owners.  The difference  between
     net income and  comprehensive  income for Xilinx is from  foreign  currency
     translation  adjustments  and  unrealized  gains or losses on the Company's
     available-for-sale securities.


<PAGE>
     The components of comprehensive income for the three and nine month periods
     ended January 2, 1999 and December 27, 1997 are as follows:

     <TABLE>
     <CAPTION>
                                                          Three months ended    Nine months ended
     (in thousands)                                      Jan. 2,    Dec. 27,   Jan. 2,    Dec. 27,
                                                           1999       1997       1999       1997
                                                         --------  ----------  --------  ----------
     <S>                                                 <C>       <C>         <C>       <C>
     Net Income . . . . . . . . . . . . . . . . . . . .  $ 33,919  $  31,600   $ 88,779  $  95,994 
     Cumulative translation adjustment. . . . . . . . .     6,221    (11,878)     1,726    (15,488)
     Unrealized gain on available for sale securities,
     net of tax . . . . . . . . . . . . . . . . . . . .       139        (24)       159        (49)
                                                         --------  ----------  --------  ----------
     Comprehensive Income . . . . . . . . . . . . . . .  $ 40,279  $  19,698   $ 90,664  $  80,457 
                                                         ========  ==========  ========  ==========
     </TABLE>

5.   The Company is currently involved in various legal  proceedings,  (see Part
     II,  Item  1,  Legal  Proceedings).   The  legal  proceedings  with  Altera
     Corporation and Joseph Ward are of an uncertain nature and the lawsuits are
     still in the  pre-discovery  or  pre-trial  stage,  therefore  the ultimate
     outcome of these  matters  cannot be  determined  at this time.  Management
     believes  that it has  meritorious  defenses to each claim and is defending
     them vigorously.  The foregoing is a  forward-looking  statement subject to
     risks and  uncertainties,  and the  ultimate  outcome of this matter  could
     differ  materially  due to the  uncertain  nature  of  the  litigation.  In
     addition, on July 31, 1998, the Lemelson Foundation  Partnership (Lemelson)
     filed a lawsuit in the United  States  District  Court in Phoenix,  Arizona
     against the Company and twenty-five (25) other United States  semiconductor
     companies  for  infringement  of certain of its  patents.  During the third
     quarter  ending  January  2,  1999,  the  Company  entered  into a  license
     agreement with Lemelson. In response, Lemelson dismissed with prejudice all
     claims against the Company.  The Company  believes the settlement  does not
     have a  material  adverse  effect on the  financial  statements  taken as a
     whole.

6.   The Company,  United  Microelectronics  Corporation (UMC) and other parties
     have entered into a joint venture to construct a wafer fabrication facility
     in Taiwan,  known as United Silicon Inc. (USIC).  During the second quarter
     of fiscal 1999, the Company invested  additional  equity of $5.4 million in
     USIC.  However,  as other parties increased their equity in USIC during the
     most recent investment,  the Company decreased its equity ownership to 20%.
     The Company will still receive up to 31.25% of the wafers  produced in this
     facility.

7.   During the second quarter of fiscal 1999, the Company's  Board of Directors
     authorized  another stock repurchase program whereby up to 6,000,000 shares
     of its common  stock may be  purchased in the open market from time to time
     as market and  business  conditions  warrant.  The  Company has used shares
     repurchased from this program and all previous stock repurchase programs to
     meet the stock  requirements  of the  Company's  Stock  Option and Employee
     Qualified Stock Purchase  plans.  During the quarter ended January 2, 1999,
     the Company  repurchased a total of 194,000 shares of common stock for $3.2
     million,  and reissued  1,741,000 shares during the period for Stock Option
     exercises and Stock Purchase Plan requirements.  As of January 2, 1999, the
     Company was holding approximately 4.2 million shares of treasury stock.

8.   Subsequent  to the end of the third  quarter,  the  Company  announced  its
     intention  to redeem in full the  Company's  5 %  Convertible  Subordinated
     Notes due 2002  (Notes).  On February 8, 1999,  one hundred  percent of the
     $250 million  principle  amount of the Notes was converted  into a total of
     9.8 million shares of common stock at a price of $25.50 per share.

9.   On January 18, 1999 the  Company's  Board of  Directors  approved a 2 for 1
     split of the Company's Common Stock,  which will be effected in the form of
     a 100%  stock  dividend.  On March 11,  1999  shareholders  of record as of
     February  18, 1999 will  receive one  additional  share of Common Stock for
     every share currently held. Shares, per share amounts,  common stock at par
     value,  and  additional  paid-in  capital have been restated to reflect the
     stock split for all periods presented.


<PAGE>
Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
Results  of  Operations


The  following  discussion  contains  forward-looking  statements, which involve
numerous  risks  and  uncertainties.  Actual  results  may  differ  materially.
Certain  of these risks and uncertainties are discussed under "Factors Affecting
Future  Operating  Results".

RESULTS  OF  OPERATIONS:  THIRD  QUARTER  AND  FIRST  NINE MONTHS OF FISCAL 1999
- --------------------------------------------------------------------------------
COMPARED  TO  THE  THIRD  QUARTER  AND  FIRST  NINE  MONTHS  OF  FISCAL  1998
- -----------------------------------------------------------------------------

REVENUES

Revenues  of  $167.4  million  in the third quarter of fiscal 1999 represented a
12.5%  increase  from  the  comparable  prior  year  quarter.  The  increase was
primarily attributable to the revenue growth of the Company's XC4000EX, XC4000XL
and  XC9500  product  lines.  The  increase  was  partially  offset by decreased
revenues  relating  to  the Company's mature XC4000 family as well as the XC3000
family.  Revenues  for the first nine months of fiscal 1999 were $475.4 million,
a  3.4%  increase  from the $459.8 million achieved in the prior year comparable
period.  Despite  the  revenue growth in the third quarter and first nine months
of  fiscal  1999,  revenues  continue  to  be  impacted  by  the  Asian economic
environment.  The Company believes that this factor, as well as others described
in  "Factors  Affecting  Future  Operating  Results,"  could  continue to impact
revenues  in  the  near  term.

The  Company  currently  classifies  its product offerings into four categories.
The  Base  products  consist  of  the Company's mature product families that are
currently  manufactured on technology greater than 0.5 micron; this includes the
XC2000,  XC3000, XC3100, XC4000 and XC7000 families.  Revenues for Base products
represented  21.8%  of  total  revenues  in the third quarter of fiscal 1999, as
compared  to 40.6% in the third quarter of fiscal 1998.  Mainstream products are
currently  manufactured  on  0.5  micron  technology  and  include  the XC4000E,
XC4000EX,  XC5200  and  XC9500  product  lines.  Mainstream products represented
41.2%  of  total revenues in the third quarter of fiscal 1999 and 39.6% of total
revenues  in  the  prior  year  third  quarter.  Advanced  products  include the
Company's  newest  technologies  manufactured  on 0.35 micron and smaller, which
include  the  XC4000XL,  XC4000XV,  Virtex  and Spartan product lines.  Advanced
products  represented  25.7%  and 7.8% of total revenues in the third quarter of
fiscal  1999  and  1998,  respectively.  The  revenue  increase for the Advanced
products  was  driven  primarily from the XC4000XL and Spartan product families.
The  Company's  Support  products make up the remainder of its product offerings
and  include  serial  proms,  HardWire,  High Reliability and software.  Support
products  represented  11.3% and 12.0% of total revenues in the third quarter of
fiscal  1999  and 1998, respectively.  The Company has historically been able to
offset  much  of  the revenue declines of its mature technologies with increased
revenues  from  newer  technologies, although no assurance can be given that the
Company  will  continue  to  do  so  in  the  future.

International  revenues  represented  approximately 29% of total revenues in the
third  quarter  of  fiscal  year  1999 in comparison to approximately 38% in the
prior  year  quarter.  International  revenues  are  derived  from  customers in
Europe,  Japan  and  Asia  Pacific/Rest of World which represented approximately
20%,  5%  and 4% of the Company's worldwide revenues, respectively, in the third
quarter of fiscal 1999 as compared to approximately 22%, 10% and 6% of worldwide
revenues,  respectively,  in  the third quarter of the prior fiscal year.  Japan
and Asia Pacific/Rest of World experienced revenue declines in the third quarter
of  fiscal 1999 as compared to the same quarter a year ago primarily as a result
of  the  weaker  economic  environment  in  those  regions.

GROSS  MARGIN

Gross  margin  was  $101.4  million,  or 60.6% of revenues and $293.8 million or
61.8%  of  revenues  for the third quarter and first nine months of fiscal 1999,
respectively.  Gross margin for the comparable periods of fiscal 1998 were $93.1
million,  or  62.6%  of  revenues,  and  $287.1  million,  or 62.5% of revenues,
respectively.  The decline in the third quarter gross margin percentage from the
prior  year  three  and  nine  month  periods  was  primarily  a  result  of  a
non-recurring  royalty  payment  made  pursuant  to  the  license agreement with
Lemelson.  See  Note  5 of Notes To Consolidated Condensed Financial Statements.
During  the  third quarter of fiscal 1999, the Company continued to experience a
favorable  impact  of  lower  wafer  prices  from wafer suppliers, manufacturing
process  technology  improvements,  and  improved  yields  that offset continued
selling  price reductions.  The Company recognizes that ongoing price reductions
for  its  integrated  circuits are a significant element in expanding the market
for  its products. Management believes that gross margin objectives in the range
of  60%  to  62%  of  revenues  are consistent with expanding market share while
realizing  acceptable  returns,  although  there can be no assurance that future
gross  margins  can  remain  in  this  range.

<PAGE>
RESEARCH  AND  DEVELOPMENT

Research  and  development expenditures were $23.0 million for the third quarter
and  $66.4  million for the first nine months of fiscal 1999, or 13.8% and 14.0%
of  revenues,  respectively.   Research  and  development  expenditures  for the
comparable  periods  in  the prior year were $19.5 million and $59.4 million, or
13.1%  and  12.9%  of revenues, respectively.  The increase in expenditures over
the  prior  year  periods  was  primarily  attributable  to  the increased costs
associated  with  designing and developing new product architectures of complex,
high  density  devices including wafer purchases, increased labor-related costs,
and  testing of new products.  Specifically, additional costs are being incurred
in  connection  with  the  Company's  development  of  its  Virtex  and XC4000XV
technologies  and the related design software.  The Company remains committed to
a  significant  level of research and development effort in order to continue to
maintain  its  technology  leadership  in  the  programmable  logic marketplace.

SALES,  GENERAL  AND  ADMINISTRATIVE

Sales,  general and administrative expenses decreased as a percent of revenue to
20.2%  and  20.6%  for the third quarter and first nine months of fiscal 1999 as
compared to 21.8% and 21.0% for the comparable prior year periods, respectively.
Sales,  general  and  administrative  expenses  were  $33.9 million in the third
quarter  of  fiscal 1999 as compared to $32.5 million incurred in the comparable
prior  year  quarter,  an increase of 4.3%, and were $97.7 million for the first
nine months of fiscal 1999 as compared to $96.4 million in the same periods from
the  prior  fiscal  year, representing an increase of 1.4%.  The increase in the
third  quarter  expenses  was  primarily  attributable  to  increased  marketing
expenses  for  new  product introductions, increased sales commissions on higher
revenues  from  US  distributors  along  with increased labor-related costs. The
Company  remains committed to controlling administrative expenses.  However, the
timing  and extent of future legal costs associated with the ongoing enforcement
of  the  Company's  intellectual property rights are not readily predictable and
may  significantly  increase  the  level  of  sales,  general and administrative
expenses  in  the  future.

OPERATING  INCOME

Operating income of $44.5 million and $129.7 million represented 26.6% and 27.3%
of  revenues  in  the  third  quarter  and the first nine months of fiscal 1999,
respectively,  as  compared  to  $41.1  million and $131.4 million, or 27.6% and
28.6%  of  revenues,  respectively,  from  the  comparable  prior  year periods.
Operating  income  could  be  adversely  impacted in future years by the factors
discussed throughout this report, particularly those noted in "Factors Affecting
Future  Operating  Results".

INTEREST  AND  OTHER,  NET

Interest  and  other  income for the third quarter of fiscal 1999 increased $0.9
million from the amount in the third quarter of fiscal 1998 primarily due to net
foreign  exchange  gains.  Interest  and other income decreased $1.6 million for
the  first  nine  months  of  the  current  fiscal  year  over  the prior years'
comparable  period  primarily due to separate disclosure of joint venture equity
income beginning in the third quarter of fiscal 1998.  In addition, average cash
and  investment balances have decreased in both the third quarter and first nine
months  of  fiscal 1999 as compared to the prior year periods resulting in lower
interest  and  other income.  The amount of net interest and other income in the
future  will  continue to be impacted by the level of the Company's average cash
and  investment  balance, the remaining period of time that the Convertible debt
remains  outstanding,  (see  Note 8 of Notes To Consolidated Condensed Financial
Statements),  prevailing  interest  rates  and  foreign currency exchange rates.

PROVISION  FOR  INCOME  TAXES

The  company  recorded a tax provision of $11.7 million for the third quarter of
fiscal  1999  as  compared  to  $13.0  million  in  the  same prior year period,
representing  effective  tax  rates  of  25.3% and 31.0%, respectively.  For the
first  nine  months  of  fiscal  1999, the Company recorded a provision of $38.6
million  as  compared to $43.0 million for the first nine months of fiscal 1998,
representing  effective  tax  rates of 29.0% and 31.5%, respectively.  The lower
tax  rate is primarily due to legislation reinstating the R&D Tax Credit through
June  30,  1999 as well as increased profits in foreign operations where the tax
rate  is  lower  than  the  US  rate.

<PAGE>
JOINT  VENTURE  EQUITY  INCOME

The  Company  records  its  proportional  ownership  of the net income (loss) of
United Silicon Inc. (USIC), a wafer fabrication joint venture located in Taiwan,
as  joint  venture  equity income (loss).  The Company recorded $0.7 million and
$5.7  million  net  losses  for  the  third quarter and the first nine months of
fiscal 1999, respectively, as compared to equity income of $2.6 million for both
the  third  quarter and the first nine months of fiscal 1998.  The net income in
fiscal  1998  was  primarily  attributable to foreign exchange gains incurred on
USIC's  dollar denominated investments.  The fiscal 1999 net losses are a result
of  the continued ramp in production of the wafer fabrication facility.  Many of
the expenses associated with full foundry operations are being incurred although
the  facility  has  not  reached  full  production, and the Company expects that
profitability  of  the  joint  venture  will  occur,  if  at  all,  only after a
sufficient  volume  of  wafer  production  and  shipments  are  obtained.

HEDGING

Through  fiscal  year  1998, the Company's purchases of processed silicon wafers
from Japanese suppliers were denominated in yen.  Beginning in fiscal 1999, most
wafers  purchased  from  Japanese suppliers have been denominated in US dollars.
The  Company  continues to invoice Japanese customers in yen, resulting in a net
yen  exposure.  The  Company is currently using hedging instruments to limit its
net yen related exposure.  The use of hedging instruments has not had a material
impact  on the Company's results of operations during fiscal 1999.  In addition,
the  Company  does not expect that hedging instruments outstanding as of January
2,  1999,  will  have  a  material  impact  on  the  Company's future results of
operations,  although  there  can  be  no  assurance  of  this.

INFLATION

To  date, the effects of inflation upon the Company's financial results have not
been  significant.


FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES
- ---------------------------------------------------------

The  Company's  financial  condition  at January 2, 1999 remained strong.  Total
current  assets exceeded total current liabilities by 4.1 times, compared to 4.8
times  at  March  28,  1998.  Since  its  inception,  the  Company  has  used  a
combination  of  equity  and  debt  financing  and  cash flow from operations to
support  on-going business activities, fund acquisitions and make investments in
complementary  technologies, obtain facilities and capital equipment and finance
inventory  and  accounts  receivable.

The Company continued to generate positive cash flows from operations during the
first  nine months of fiscal 1999.  As of January 2, 1999, the Company had cash,
cash  equivalents  and  short-term  investments  of  $335.7  million and working
capital  of  $437.0 million.  Cash generated by operations of $166.2 million for
the  first  nine  months  of  fiscal 1999 was consistent with the $165.6 million
generated  from  the  first  nine  months  of  fiscal  1998.  Increases  in cash
generated  by  operations  resulted  primarily  from a decrease in cash spent on
inventory  as  inventory  receipts  continue to be received against advances for
wafer  purchases  and  were  offset  by  the  cash flow impact of an increase in
accounts  receivable  and  an  increase in deferred income taxes and other.  The
$19.8  million,  or 32.5% increase in accounts receivable was primarily a result
of  the  Company's  continued  efforts  to  move domestic distributors to longer
payment  terms  in  exchange for elimination of prompt payment discounts.  As of
January  2,  1999, two domestic distributors had switched over to the new terms.

Cash flows used for investing activities during the nine months ended January 2,
1999,  included  net  investment  purchases of $120.4 million, $28.4 million for
property,  plant and equipment, and an additional $5.4 million equity investment
in  the  USIC  joint  venture.  During  the  first  nine  months of fiscal 1998,
investing  activities included an equity investment of $67.4 million in the USIC
joint  venture,  a $60.0 million advance to Seiko Epson for wafer purchases, and
$17.9  million  of  property,  plant  and  equipment  acquisitions  along with a
building  deposit  of  $28.4  million,  which  were  partially offset by the net
maturities  of  $35.9  million  in  short-term  investments.

Net cash flows used by financing activities were $67.1 million in the first nine
months of fiscal 1999, as the acquisition of treasury stock during the period of
$108.6  million was only partially offset by proceeds received from the issuance
of common stock under employee stock plans of $41.5 million.  For the comparable
fiscal 1998 period, financing activities included $23.1 million in proceeds from
employee  stock plans, which were almost completely offset by the acquisition of
treasury  stock  during  the  period  of  $22.7  million.

<PAGE>
Stockholders'  equity  increased by $37.6 million during the first nine month of
fiscal  1999, principally as a result of the $88.8 million in net income for the
nine  months ended January 2, 1999.  In addition, the proceeds from the issuance
of  common  stock  under  employee  stock plans of $41.5 million and related tax
benefits  from stock options of $14.1 million contributed to the increase, which
was partially offset by the $108.6 million of activity under the Company's stock
buyback  programs whereby approximately 5.5 million shares were purchased during
the  nine  months  ended  January  2,  1999.

The  Company  has  available  credit  line facilities for up to $46.2 million of
which  $6.2  million is intended to meet occasional working capital requirements
for  the  Company's  wholly  owned  Irish  subsidiary.  At  January  2, 1999, no
borrowings  were  outstanding  under  the  lines  of  credit.

The  Company  anticipates  that existing sources of liquidity and cash flow from
operations  will  be  sufficient  to  satisfy  the  Company's cash needs for the
foreseeable  future.  The  Company  will  continue  to evaluate opportunities to
obtain  additional  wafer  capacity,  procure  additional  capital equipment and
facilities,  develop  new  products,  and  acquire  businesses,  products  or
technologies  that  would  complement  the  Company's  businesses  and  may  use
available  cash  or  other  sources  of  funding  for  such  purposes.

FACTORS  AFFECTING  FUTURE  OPERATING  RESULTS
- ----------------------------------------------

The  semiconductor  industry  is  characterized  by  rapid technological change,
intense  competitive  pressure  and  cyclical  market  patterns characterized by
diminished product demand, limited visibility of demand for products further out
than  three  to  nine  months, accelerated erosion of average selling prices and
overcapacity.  The  Company's  results  of  operations  are  affected  by a wide
variety  of  factors, including general economic conditions, conditions relating
to  technology  companies,  conditions  specific  to the semiconductor industry,
decreases in average selling prices over the life of any particular product, the
timing  of  new  product  introductions  (by  the  Company,  its competitors and
others),  the ability to manufacture sufficient quantities of a given product in
a  timely  manner,  the timely implementation of new manufacturing technologies,
the ability to safeguard patents and intellectual property from competitors, and
the  impact of new technologies resulting in rapid escalation of demand for some
products  in  the  face  of  equally steep decline in demand for others.  Market
demand  for  the  Company's  products,  particularly  for  those  most  recently
introduced,  can  be  difficult  to  predict,  especially in light of customers'
demands  to  shorten  product  lead  times  and  minimize  inventory  levels.
Unpredictable market demand could lead to revenue volatility if the Company were
unable  to  provide  sufficient  quantities  of  specified  products  in a given
quarter.  In  addition,  any  difficulty  in achieving targeted wafer production
yields  could  adversely impact the Company's financial condition and results of
operations.  The  Company  attempts  to identify changes in market conditions as
soon  as  possible;  however,  the dynamics of the market make prediction of and
timely  reaction  to  such  events  difficult.  Due  to  the foregoing and other
factors,  past  results, including those described in this report, are much less
reliable  predictors  of  the future than is the case in many older, more stable
and less dynamic industries.  Based on the factors noted herein, the Company may
experience  substantial  period-to-period  fluctuations  in  future  operating
results.

The  Company's  future success depends in large part on the continued service of
its  key technical, sales, marketing and management personnel and on its ability
to  continue  to attract and retain qualified employees.  Particularly important
are  those  highly skilled design, process, software and test engineers involved
in  the manufacture of existing products and the development of new products and
processes.  The  competition  for such personnel is intense, and the loss of key
employees  could  have  a  material  adverse  effect  on the Company's financial
condition  and  results  of  operations.

Sales  and  operations outside of the United States subject the Company to risks
associated  with  conducting  business  in  foreign  economic  and  regulatory
environments.  The Company's financial condition and results of operations could
be  adversely  impacted by unfavorable economic conditions in countries in which
it  does  significant business and by changes in foreign currency exchange rates
affecting  those  countries.  Specifically, the Company has sales and operations
in Asian markets, including Southeast Asia and Japan.  The recent instability in
these  financial  markets  has  adversely  impacted revenues and may continue to
adversely  impact  revenues  in those markets in several ways, including reduced
access to sources of capital needed by customers to make purchases and increased
exchange  rate differentials that may adversely effect the customer's ability to
purchase  or  the Company's ability to sell at competitive prices.  In addition,
the  instability  may  increase  credit risks as the recent weakening of certain
Asian  currencies  may  impair customers' ability to repay existing obligations.
Depending  on  the  situation  in  Asia  in coming quarters, any or all of these
factors  could adversely impact the Company's financial condition and results of
operations  in  the  near  future.

<PAGE>
Also,  the  Company's financial condition and results of operations are becoming
increasingly  dependent  on  a  global  economy.  The  increased  instability in
worldwide economic environments could lead to a contraction of capital spending.
Additionally,  risks include government regulation of exports, tariffs and other
potential trade barriers, reduced protection for intellectual property rights in
some  countries,  and  generally  longer  receivable  collection  periods.  The
Company's  business  is also subject to the risks associated with the imposition
of  legislation and regulations relating specifically to the import or export of
semiconductor  products.  The  Company  cannot  predict  whether quotas, duties,
taxes  or  other charges or restrictions will be imposed by the United States or
other countries upon the importation or exportation of the Company's products in
the  future  or  what,  if  any, effect such actions would have on the Company's
financial  condition  and  results  of  operations.

In  order  to  expand  international sales and service, the Company will need to
maintain  and  expand  existing  foreign  operations  or  establish  new foreign
operations.  This  entails  hiring  additional  personnel  and  maintaining  or
expanding  existing  relationships  with  international  distributors  and sales
representatives.  This  will  require  significant  management  attention  and
financial resources and could adversely affect the Company's financial condition
and  results  of operations.  There can be no assurance that the Company will be
successful  in  its  maintenance or expansion of existing foreign operations, in
its  establishment  of  new  foreign operations or in its efforts to maintain or
expand  its  relationships  with  international  distributors  or  sales
representatives.

Many  of the Company's operations are centered in an area of California that has
been  seismically  active.  Should there be a major earthquake in this area, the
Company's  operations may be disrupted resulting in the inability of the Company
to manufacture or ship products in a timely manner, thereby materially adversely
affecting  the  Company's  financial  condition  and  results  of  operations.

In  addition, the securities of many high technology companies have historically
been  subject  to  extreme  price  and  volume fluctuations, which may adversely
affect  the  market  price  of  the  Company's  common  stock.

DEPENDENCE  UPON  INDEPENDENT  MANUFACTURERS  AND  SUBCONTRACTORS

The  Company  does not manufacture the wafers used for its products.  During the
past several years, most of the Company's wafers have been manufactured by Seiko
Epson  Corporation (Seiko Epson) and UMC with recent wafers also manufactured by
USIC.  The  Company  has  depended  upon  these  suppliers and others to produce
wafers with competitive performance and cost attributes, including transitioning
to  advanced  manufacturing process technologies, producing wafers at acceptable
yields,  and  delivering  them  to  the  Company  in a timely manner.  While the
timeliness,  yield  and  quality  of  wafer  deliveries  have  met the Company's
requirements  to  date,  there  can  be  no  assurance  that the Company's wafer
suppliers will not experience future manufacturing problems, including delays in
the  realization  of advanced manufacturing process technologies.  Additionally,
disruption  of  operations  at these foundries for any reason, including natural
disasters  such  as fires or earthquakes as well as disrupted access to adequate
supplies of electricity, natural gas or water could cause delays in shipments of
the  Company's  products,  and  could  have  a  material  adverse  effect on the
Company's  results  of  operations.  The  Company  is  also  dependent  on
subcontractors  to  provide  semiconductor  assembly  services.  Any  prolonged
inability to obtain wafers or assembly services with competitive performance and
cost  attributes,  adequate yields or timely deliveries from these manufacturers
and  subcontractors, or any other circumstance that would require the Company to
seek  alternative  sources of supply, could delay shipments, and have a material
adverse  effect  on the Company's financial condition and results of operations.

The  Company's  growth  will  depend  in  large part on the Company's ability to
obtain increased wafer fabrication capacity and assembly services from suppliers
which  are  cost  effective.  In  order to secure additional wafer capacity, the
Company from time to time considers alternatives, including, without limitation,
equity  investments  in,  or loans, deposits, or other financial commitments to,
independent  wafer  manufacturers  to  secure production capacity, or the use of
contracts  which  commit  the Company to purchase specified quantities of wafers
over  extended periods.  Although the Company is currently able to obtain wafers
from  existing  suppliers  in  a  timely  manner,  the Company has at times been
unable,  and  may  in  the  future  be  unable, to fully satisfy customer demand
because  of  production  constraints,  including  the  ability  of suppliers and
subcontractors  to  provide  materials  and services in satisfaction of customer
delivery  dates,  as  well as the ability of the Company to process products for
shipment.  In addition, a significant increase in general industry demand or any
interruption  of  supply could reduce the Company's supply of wafers or increase
the  Company's  cost  of such wafers.  Such events could have a material adverse
affect  on  the  Company's  financial  condition  and  results  of  operations.

<PAGE>
DEPENDENCE  ON  NEW  PRODUCTS

The Company's future success depends in large part on its ability to develop and
introduce on a timely basis new products which address customer requirements and
compete  effectively  on the basis of price, functionality and performance.  The
success  of  new  product  introductions  is  dependent  upon  several  factors,
including  timely  completion  of  new  product  designs, the ability to utilize
advanced  manufacturing  process technologies, achievement of acceptable yields,
availability  of  supporting  software  design  tools, utilization of predefined
cores  of  logic  and  market  acceptance.  No  assurance  can be given that the
Company's  product  development  efforts  will  be  successful  or  that its new
products  will  achieve  market  acceptance.  Revenues  relating  to some of the
Company's mature products are expected to continue to decline in the future.  As
a  result,  the  Company will be increasingly dependent on revenues derived from
newer  products.  In  addition,  the  average  selling  price for any particular
product  tends  to  decrease  rapidly  over  the product's life.  To offset such
decreases,  the  Company  relies  primarily  on obtaining yield improvements and
corresponding  cost  reductions  in  the manufacture of existing products and on
introducing  new  products  which  incorporate  advanced  features  and  other
price/performance  factors  such  that  higher average selling prices and higher
margins  are  achievable  relative  to mature product lines.  To the extent that
such  cost  reductions  and  new  product introductions do not occur in a timely
manner,  or  the  Company's  products do not achieve market acceptance at prices
with higher margins, the Company's financial condition and results of operations
could  be  materially  adversely  affected.

COMPETITION

The  Company's  field  programmable gate arrays (FPGAs) and complex programmable
logic  devices  (CPLDs)  compete  in  the programmable logic marketplace, with a
substantial  majority  of  the  Company's revenues derived from its FPGA product
families.  The  industries  in  which  the  Company  competes  are  intensely
competitive  and  are characterized by rapid technological change, rapid product
obsolescence  and  continuous  price erosion.  The Company expects significantly
increased competition both from existing competitors and from companies that may
enter  its  market.

Xilinx  believes  that  important  competitive factors in the programmable logic
market  include  price,  product  performance  and  reliability, adaptability of
products  to  specific  applications,  ease of use and functionality of software
design  tools,  functionality  of  predefined  cores of logic and the ability to
provide  timely  customer  service  and  support.  The  Company's  strategy  for
expansion  in  the  programmable logic market includes continued introduction of
new  product  architectures  which address high volume, low cost applications as
well  as high performance, leading edge density applications and continued price
reductions  proportionate  with the ability to lower the cost of manufacture for
established  products.  However, there can be no assurance that the Company will
be  successful  in  achieving  these  strategies.

The  Company's  major sources of competition fall into four main categories: the
manufacturers of custom CMOS gate arrays, providers of high density programmable
logic  products  characterized  by  FPGA-type  architectures,  providers of high
speed,  low  density  CPLDs  and other providers of new or emerging programmable
logic  products.  The  Company  competes with custom gate array manufacturers on
the  basis  of  lower  design  costs,  shorter development schedules and reduced
inventory risks.  The primary attributes of custom gate arrays are high density,
high  speed  and low production costs in high volumes.  The Company continues to
develop  lower  cost  architectures  intended  to narrow the gap between current
custom  gate  array production costs (in high volumes) and PLD production costs.
The Company competes with high density programmable logic suppliers on the basis
of performance, voltage, the ability to deliver complete solutions to customers,
and  customer  support,  taking  advantage  of  the  primary  characteristics of
flexible, high speed implementation and quick time-to-market capabilities of the
Company's  PLD  product  offerings.  Competition  among  CPLD suppliers is based
primarily  on  price,  performance,  design, software utility and the ability to
deliver complete solutions to customers.  In addition, the Company competes with
manufacturers  of  new  or  emerging programmable logic products on the basis of
price,  performance,  customer  support,  software  utility  and  the ability to
deliver  complete  solutions  to  customers.  Some  of  the Company's current or
potential  competitors  have  substantially  greater  financial,  manufacturing,
marketing  and technical resources than Xilinx.  To the extent that such efforts
to  compete are not successful, the Company's financial condition and results of
operations  could  be  materially  adversely  affected.

<PAGE>
INTELLECTUAL  PROPERTY

The  Company  relies  upon  patent, trademark, trade secret and copyright law to
protect  its  intellectual  property.  There  can  be  no  assurance  that  such
intellectual  property rights can be successfully asserted in the future or will
not  be  invalidated,  circumvented  or  challenged.  From  time  to time, third
parties,  including  competitors of the Company, have asserted patent, copyright
and other intellectual property rights to technologies that are important to the
Company.  There  can  be  no  assurance  that  third  parties  will  not  assert
infringement  claims against the Company in the future, that assertions by third
parties  will  not result in costly litigation or that the Company would prevail
in  such  litigation  or be able to license any valid and infringed patents from
third  parties  on commercially reasonable terms.  Litigation, regardless of its
outcome,  could  result  in  substantial  cost and diversion of resources of the
Company.  Any  infringement  claim or other litigation against or by the Company
could  materially adversely affect the Company's financial condition and results
of  operations.

COMPUTER  INFORMATION  SYSTEMS

In  order  to  compete  effectively  in  an  industry  characterized  by  rapid
technological change, intense competitive pressure and cyclical market patterns,
the  Company  continually  evaluates  its  computer  information  systems.  As a
result,  the  Company  has  recently implemented computer information systems or
system  enhancements  relating  to  its  semiconductor  manufacturing,  software
manufacturing  and  financial  applications.  In addition, the Company is in the
process  of  implementing  a  computer  information system relating to its order
entry  application.  The  Company  currently  expects  that  this system will be
implemented  by the middle of calendar 1999.  The time period for implementation
of  this  system  represents  a  forward-looking  statement subject to risks and
uncertainties  and  actual  results  may  differ materially from those described
above  due to a number of risk factors.  These risk factors include, but are not
limited  to, the complexity of the conversion process and the new system itself,
the  transfer  of  data  from  the  old  to new system and the need for employee
training  in connection with adopting the new system.  Implementation of the new
system  could potentially require the Company to be without certain capabilities
critical  to normal business operation (including processing customer orders and
shipping  product) for a period of time until the new system is operational.  In
addition,  the  Company  could  encounter  problems  after implementation of the
system.  There  can  be  no assurance that these risks would not have a material
adverse  impact  on the Company's financial condition and results of operations.

As  is  the case with most other companies using computer information systems in
their  operations,  the  Company  is  currently working to resolve the potential
impact  of  the Year 2000 on the processing of date-sensitive information by the
Company's  computerized  information systems, as well as the vendor and customer
date-sensitive  computerized  information  electronically  transferred  to  the
Company.  The  Year  2000 issue is the result of computer programs being written
using  two  digits, rather than four, to define the applicable Year.  Any of the
Company's  systems that have time-sensitive software may recognize the year "00"
as  1900  rather  than  the  year  2000,  which could result in miscalculations,
classification  errors  or  system  failures.

The  Company  has  performed  a thorough review of its internal use software and
hardware  applications  and  software  products  in  order  to  identify  those
applications  and  products  that  are  not  Year  2000 compliant. Currently the
Company's  Year  2000 efforts have been focused on implementing the upgrades for
the  software  and  hardware  applications  identified  in the review as well as
assessing  its  outside  suppliers  and  other  critical business partners.  The
Company believes that its internal computer system implementation or enhancement
efforts principally conducted to improve competitive and operating efficiencies,
as  described  above, will also address some of the Company's internal Year 2000
compliance  issues.  Additional  internal information systems are also currently
being  upgraded.   Electronic data interchange modifications have been completed
that  are  intended to ensure all dates are handled properly, although there can
be  no  assurance  of this.  With regard to all information technology hardware,
including  desktops,  networking and telecom equipment, and servers, the Company
has  completed  its  assessment,  has  begun  to make the necessary upgrades and
expects  to complete the upgrades by mid calendar 1999, although there can be no
assurance  of  this.

The  Company  believes  that  its latest software release, version M1.5, is Year
2000  compliant,  including  the  Japanese  version,  although  there  can be no
assurance  of  this.   However,  some  of  the  Company's  customers are running
product  versions  that  are  not  Year  2000  compliant.  The  Company has been
encouraging  such  customers  to  migrate  to  the  current  product  version.

<PAGE>
The  Company  plans to take several steps to minimize any Year 2000 effects such
as  miscalculations,  classification  errors  or  system  failures.  Internal
preparedness  includes  specific steps that will be taken in anticipation of the
Year  2000  as  well  as relying on a contingency plan currently being developed
which  includes  manual  workarounds,  attention to inventory levels, efforts to
ensure that the order entry application being replaced is Year 2000 compliant in
case of a delay in implementation of the new application, the ability to utilize
both  the  San Jose and Ireland manufacturing facilities for shipment and having
multiple  vendors who can provide critical wafer, assembly and test products and
services.

The  time periods provided above represent forward-looking statements subject to
risks  and  uncertainties  and  actual  results may differ materially from those
described above due to a number of risk factors.  These factors include, but are
not  limited  to,  the complexity of identifying potential Year 2000 issues, the
ability  to  allocate  and/or  obtain  qualified  resources to resolve Year 2000
issues, the ability to work effectively with vendors and other critical business
partners  and  the  Company's  effectiveness at encouraging customers to migrate
towards  its  current  software product version.  There can be no assurance that
the Company will be able to successfully, in a timely manner, modify all systems
and  products to comply with Year 2000 requirements, which could have a material
adverse  effect  on the Company's financial condition and results of operations.
If  the  Company was to discontinue its Year 2000 preparedness at this time, the
Company  would  not  be  able  to ensure all internal networks and desktops were
operational,  nor  ensure  third  party  vendors were able to meet the Company's
inventory  demands or send information electronically.  In addition, disruptions
to  the  economy  generally  resulting  from  the  Year  2000  issues could also
materially  adversely  impact  the  Company.  The  Company  could  be subject to
litigation for computer system failures such as equipment shutdown or failure to
properly  date  business  records.  The  amount  of potential liability and lost
revenue  cannot  be  reasonably  estimated  at  this  time.

The  costs  directed  solely towards Year 2000 compliance are not incremental to
the  Company,  but  represent a reallocation of existing resources.  To date the
Company  has  incurred less than $1.0 million on efforts directed solely towards
Year 2000 compliance and expects to incur a total of less than $2.0 million when
the  process  has  been  completed, although there can be no assurance that this
will  be  the case.  Although the costs of addressing potential problems are not
currently  expected to have a material adverse impact on the Company's financial
position, results of operations or cash flows in future periods, if the Company,
its  customers  or  vendors  are  unable  to resolve such processing issues on a
timely,  cost-effective  basis, the Company's financial condition and results of
operations  could  be  adversely  affected.

EURO  CURRENCY

Effective  January 1, 1999 11 member countries of the European Union established
fixed  conversion rates between their existing sovereign currencies and the Euro
and  adopted  the  Euro  as  their common legal currency.  During the three year
transition,  the  Euro  will  be  available for non-cash transactions and legacy
currencies  will  remain legal tender.  The Company is continuing to address the
Euro  impact  on  its business including the ability to handle the conversion in
the accounting and other information systems, ability of foreign banks to report
on  dual  currencies,  the  legal and contractual implications of contracts, and
reviewing  pricing  strategies.  The  Company  expects  that  any  additional
modifications  to its operations and systems will be completed on a timely basis
and  does  not believe the conversion will have a material adverse impact on the
Company's  operations.  However, there can be no assurance that the Company will
be  able  to  successfully  modify all systems and contracts to comply with Euro
requirements  on  a  timely  basis.

LITIGATION

The  Company  is currently engaged in several lawsuits.  See "Legal Proceedings"
in  Part  II.


<PAGE>
PART  II.  OTHER  INFORMATION

Item  1.     Legal  Proceedings

On  June  7, 1993, the Company filed suit against Altera Corporation (Altera) in
the  United  States  District  Court for the Northern District of California for
infringement  of  certain  of the Company's patents.  Subsequently, Altera filed
suit  against  the  Company,  alleging  that  certain  of the Company's products
infringe  certain Altera patents.  Fact and expert discovery have been completed
in both cases, which have been consolidated.  On April 20, 1995, Altera filed an
additional  suit  against the Company in the Federal District Court in Delaware,
alleging  that  the  Company's  XC5200  family  infringes an Altera patent.  The
Company  answered the Delaware suit denying that the XC5200 family infringes the
patent  in suit, asserting certain affirmative defenses and counterclaiming that
the  Altera  Max  9000  family  infringes certain of the Company's patents.  The
Delaware  suit  was  transferred  to  the  United  States District Court for the
Northern  District  of California and is also before the same judge.  On October
25,  1998,  both Altera and the Company filed motions with the Court for summary
judgement  with  respect  to  certain  of  the issues pending in the litigation.

On  July  22, 1998, Altera and Joseph Ward, a former Xilinx employee, filed suit
against the Company in Superior Court in Santa Clara County, California, arising
out  of  the  Company's  efforts  to  prevent  disclosure  of  certain  Company
confidential  information.  Altera's suit requests declaratory relief and claims
the  Company  engages  in  unfair  business  practices  and  interference  with
contractual  relations.  On  September  10,  1998 the Company filed cross claims
against  Altera  and  Ward  for unfair competition and breach of contract, among
other  claims,  in  the California action.  On October 20, 1998, Altera and Ward
filed  crossclaims against the Company for malicious prosecution of civil action
and  defamation.

The  ultimate  outcome  of  these  matters  cannot  be  determined at this time.
Management  believes  that  it  has  meritorious  defenses to such claims and is
defending them vigorously.  The foregoing is a forward-looking statement subject
to risks and uncertainties, and the future outcome of these matters could differ
materially  due to the uncertain nature of each legal proceeding and because the
lawsuits  are  still  in  the  pre-discovery  or  pre-trial  stages.

On July 31, 1998, the Lemelson Foundation Partnership (Lemelson) filed a lawsuit
in  the United States District Court in Phoenix, Arizona against the Company and
twenty-five (25) other United States semiconductor companies for infringement of
certain  of  its  patents.  During the third quarter ending January 2, 1999, the
Company  entered  into a license agreement with Lemelson.  In response, Lemelson
dismissed  with  prejudice  all  claims  against  the  Company.

Item  6.     Exhibits  and  Reports  on  Form  8-K.

             (a)  Exhibits                   None

             (b)  Reports  on  Form  8-K     None

<PAGE>


                                   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  thereunto  duly  authorized.




                                           XILINX,  INC.
                                           -------------





Date  February  10,  1999                 /s/  Kris Chellam
      -------------------                 -------------------------------------
                                          Kris Chellam
                                          Senior Vice President of Finance and
                                          Chief Financial Officer
                                          (as principal accounting and financial
                                          officer and on behalf of Registrant)



<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from Xilinx, Inc.'s
CONSOLIDATED STATEMENTS OF INCOME AND CONSOIDATED BALANCE SHEETS and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          APR-03-1999             APR-03-1999
<PERIOD-START>                             OCT-04-1998             MAR-29-1998
<PERIOD-END>                               JAN-02-1999             JAN-02-1999
<CASH>                                         111,683                 111,683
<SECURITIES>                                   224,040                 224,040
<RECEIVABLES>                                   89,066                  89,066
<ALLOWANCES>                                     8,331                   8,331
<INVENTORY>                                     48,704                  48,704
<CURRENT-ASSETS>                               575,820                 575,820
<PP&E>                                         183,795                 183,795
<DEPRECIATION>                                  88,363                  88,363
<TOTAL-ASSETS>                               1,000,624               1,000,624
<CURRENT-LIABILITIES>                          138,796                 138,796
<BONDS>                                        250,000                 250,000
                                0                       0
                                          0                       0
<COMMON>                                         1,446 <F2>              1,446 <F2>
<OTHER-SE>                                     586,373 <F2>            586,373 <F2>
<TOTAL-LIABILITY-AND-EQUITY>                 1,000,624               1,000,624
<SALES>                                        167,357                 475,403
<TOTAL-REVENUES>                               167,357                 475,403
<CGS>                                           65,962                 181,599
<TOTAL-COSTS>                                   65,962                 181,599
<OTHER-EXPENSES>                                56,894                 164,138
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               3,473                  10,530
<INCOME-PRETAX>                                 46,354                 133,099
<INCOME-TAX>                                    11,708                  38,599
<INCOME-CONTINUING>                             33,919                  88,779
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                    33,919                  88,779
<EPS-PRIMARY>                                     0.24 <F1> <F2>          0.61 <F1> <F2>
<EPS-DILUTED>                                     0.22 <F2>               0.59 <F2>
<FN> 

<F1> Represents basic earnings per share.
<F2> Restated for 2 for 1 stock split.

        

</TABLE>


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