EXHIBIT 10.2 SECOND AMENDMENT TO CONSULTING AGREEMENT THIS SECOND AMENDMENT TO CONSULTING AGREEMENT (this "Amendment"), dated as of October 10, 1997, is entered into by and between Xilinx, Inc. ("Company"), and Bernard V. Vonderschmitt ("Consultant")....

      
                                                            EXHIBIT 10.2

                   SECOND AMENDMENT TO CONSULTING AGREEMENT

THIS SECOND AMENDMENT TO CONSULTING AGREEMENT (this "Amendment"), dated as of
October 10, 1997, is entered into by and between Xilinx, Inc. ("Company"), and
Xxxxxxx X. Xxxxxxxxxxxxx ("Consultant").

WHEREAS, the parties entered into that certain Consulting Agreement dated as
of June 1, 1996, as amended March 6, 1997 (as amended, the "Agreement"),
providing for, among other things, the provision of consulting services to
Company; and

WHEREAS,  the parties now desire to clarify the terms of the Agreement as more
particularly  set  forth  herein.

NOW  THEREFORE,  for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereby agree that the Agreement
is amended  as  follows:

1.    Compensation.  Due to an inadvertent omission, the Agreement did not
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include the Company's agreement to provide medical insurance to Consultant.
Therefore, to clarify the parties' intent and rectify the omission,
retroactive to June 1, 1996, in addition to the compensation provided for in
the Agreement, and not in replacement thereof, the Company agrees to provide
Consultant and his spouse with medical and dental insurance coverage in the
same form available to Company employees.  All such coverage shall be taxable
to Consultant.

2.    References to Agreement.  From and after the date hereof, any reference
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to the Agreement shall mean the Agreement as amended by this Amendment.

3.    Limitation of Amendment.  Except as expressly clarified and amended
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hereby, all the terms and provisions of the Agreement are hereby ratified and
confirmed in all respects and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
by  their  authorized  officers  as  of  the  date  first  above  written.


XILINX, INC.    		       CONSULTANT

By:  /s/ Xxxxxx X. Xxxxxxxxx         /s/ Xxxxxxx X. Xxxxxxxxxxxxx
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Its: President & CEO                 Xxxxxxx X. Xxxxxxxxxxxxx
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