We implemented a 8bits ripple counter with Xilinx XC4003A. We used 8 CLB's, each of which was used as a T-FF. We used built-in RC oscillator for the source of a clock signal, and its frequency was 15Hz. We used secondary global net, which is potentially reachable to all the CLB's, to connect the clock signal to the ripple counter. 4 LED's were connected to the last 4bits of the counter and they showed us that the counter was working correctly. Through the Lab Two and Lab Three, we have obtained the usage of XDE, including defining functional blocks, connecting inside signals to outside pins, and compiling (Makebits) and downloading the design data to FGPA prototyping board.