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 *   ODonnell John S 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, Technology 5. If Amendment, Date Original Filed(Month/Day/Year) (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)	  (1)	06/14/2015	Common Stock	227,386	$ 0.07	D	Â
Non-Qualified Stock Option (right to buy)	  (2)	06/14/2015	Common Stock	79,950	$ 6.58	D	Â
Non-Qualified Stock Option (right to buy)	  (3)	06/14/2015	Common Stock	70,050	$ 9.25	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ODonnell John S 8100 SW NYBERG RD. TUALATIN, OR 97062	Â	Â	  Vice President, Technology	Â

Signatures

By: Kindy Stevens For: John S ODonnell		06/16/2005
**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)	227,353 shares are exercisable on the grant date of June 14, 2005. The remaining 33 shares become exercisable as follows: 5.1 shares become exercisable July 31, 2005, 3.1 shares become exerciseable every month thereafter for a 7 month period ending January 31, 2006, 1.81 shares become exerciseable every month thereafter for a 3 month period ending April 30, 2006, and 1.31 shares become exercisable every month thereafter for a 3 month period ending July 31, 2006. Options became exercisable for shares of Pixelworks common stock upon the Company's acquisition of Equator Technologies, Inc.
(2)	19,988 shares become exerciseable as of April 30, 2006. 1,249.2 shares become exercisable every month thereafter for 48 months through April 30, 2010. Options became exercisable for shares of Pixelworks common stock upon the Company's acquisition of Equator Technologies, Inc.
(3)	The options become exercisable over a 4-year period which commenced on June 30, 2005, as follows: 17,513 shares exercisable as of June 30, 2006, 1,459.4 shares exercisable every month thereafter for 36 months through June 30, 2009.

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