Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On February 11, 2009, the Board of Directors of Xilinx, Inc. adopted the Xilinx Amended and Restated Code of Conduct. The Xilinx Amended and Restated Code of Conduct expands the discussion of certain compliance topics, references additional company polices and includes hypothetical situations. The Xilinx Amended and Restated Code of Conduct is attached hereto as Exhibit 14.1 and incorporated herein by reference.

The Xilinx Amended and Restated Code of Conduct can be found on the investor relations page of the Xilinx website at www.investor.xilinx.com. A printed copy is available without charge upon written request.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 14.1 Xilinx Amended and Restated Code of Conduct

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