Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
GILL FRANK
   2. Issuer Name and Ticker or Trading Symbol
PIXELWORKS INC [PXLW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
01740 SW MILITARY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/23/2006
(Street)

PORTLAND, OR 97219		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               15,283 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 3 05/23/2006   A   10,000     (1) 05/23/2016 Common Stock 10,000 $ 3 10,000 D  
Non-Qualified Stock Option (right to buy) $ 6.25               (2) 12/20/2012 Common Stock 22,500   22,500 D  
Non-Qualified Stock Option (right to buy) $ 7               (3) 05/23/2013 Common Stock 22,500   22,500 D  
Non-Qualified Stock Option (right to buy) $ 8.43               (4) 05/24/2015 Common Stock 10,000   10,000 D  
Non-Qualified Stock Option (right to buy) $ 9.83               (5) 10/23/2011 Common Stock 22,500   22,500 D  
Non-Qualified Stock Option (right to buy) $ 17.44               (6) 05/25/2014 Common Stock 27,500   27,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GILL FRANK
01740 SW MILITARY ROAD
PORTLAND, OR 97219		   X      

Signatures

 Frank Gill   05/24/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) 25% becomes exerciseable on the first anniversary of the date of grant, with the remaining 75% becoming exerciseable ratably on a monthly basis beginning the day after the first anniversary and ending on the fourth anniversary of the date of grant.
(2) The options become exercisable over a 4-year period, as follows: 5,625 shares exercisable as of May 6, 2003, 468.75 shares exercisable every month thereafter for 36 months.
(3) The options become exercisable over a 4-year period, as follows: 5,625 shares exercisable as of May 23, 2004, 468.75 shares exercisable every month thereafter for 36 months.
(4) The option becomes exercisable over a 4-year period which commenced on May 24, 2005, as follows: 2,500 shares exercisable as of May 24, 2006, 208.3 shares exercisable every month thereafter for 36 months through May 24, 2009.
(5) The options become exercisable over a 4-year period which commenced on October 31, 2001, as follows: 5,625 shares exercisable as of October 31, 2002, 468.7 shares become exercisable every month thereafter for 36 months.
(6) The options become exercisable over a 4-year period, as follows: 6,875 shares exercisable as of May 25, 2005, 572.91 shares exercisable every month thereafter for 36 months.

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