FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Tromp Marcel 2. Date of Event Requiring Statement (Month/Day/Year) 06/14/2005 3. Issuer Name and Ticker or Trading Symbol PIXELWORKS INC [PXLW] (Last) (First) (Middle) 8100 SW NYBERG RD. 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President Engineering 5. If Amendment, Date Original Filed(Month/Day/Year) 06/16/2005 (Street) TUALATIN, OR 97062 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	06/14/2005	01/10/2012	Common Stock	3	$ 0.07	D	Â
Incentive Stock Option (right to buy)	  (1)	  (2)	Common Stock	43,230	$ 0.07	D	Â
Incentive Stock Option (right to buy)	  (3)	04/22/2015	Common Stock	53,314	$ 6.58	D	Â
Non-Qualified Stock Option (right to buy)	  (4)	06/14/2015	Common Stock	46,686	$ 9.25	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tromp Marcel 8100 SW NYBERG RD. TUALATIN, OR 97062	Â	Â	  Vice President Engineering	Â

Signatures

By: Kindy Stevens For: Marcel Tromp		08/22/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	36,606 shares are exercisable on the grant date of June 14, 2005. The remaining 6,624 shares become exercisable as follows: 867.2 shares become exercisable every month for a 3 month period ending September 30, 2005, 866.5 shares become exercisable every month thereafter for a 3 month period ending December 31, 2005, 854.5 shares become exercisable every month thereafter for a 1 month period ending January 31, 2006, 568.2 shares become exercisable every month thereafter for a 1 month period ending February 28, 2006 and 0.2 shares become exercisable every month thereafter for a 2 month period ending April 30, 2006. Options became exercisable for shares of Pixelworks common stock upon the Company's acquisition of Equator Technologies, Inc.
(2)	28 shares expire October 4, 2011, 12 shares expire April 18, 2012, 119 shares expire April 8, 2013, 558 shares expire November 11, 2013, 15,999 shares expire April 6, 2014 and 26,514 shares expire September 15, 2014.
(3)	13,329 shares become exercisable on April 30, 2006. 1110.7 shares become exercisable every month thereafter for 36 months through April 30, 2009. Options became exercisable for shares of Pixelworks common stock upon the Company's acquisition of Equator Technologies, Inc.
(4)	The options become exercisable over a 4-year period which commenced on June 30, 2005, as follows: 11,672 shares exercisable as of June 30, 2006, 972.6 shares exercisable every month thereafter for 36 months through June 30, 2009.

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