As filed with the Securities and Exchange Commission on March 16, 2005

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SILICON IMAGE, INC.

(Exact name of the Registrant as specified in its charter)

Delaware	77-0396307
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

1060 East Arques Ave.
Sunnyvale, California 94085
(Address of principal executive offices, including zip code)

1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
(Full titles of the plans)

Steve Tirado
Chief Executive Officer
Silicon Image, Inc.
1060 East Arques Ave.
Sunnyvale, California 94085
(408) 616-4000
(Name, address and telephone number,
including area code, of agent for service)

Copy to:
David K. Michaels, Esq.
Jenefer D. Swede, Esq.
Fenwick & West LLP
275 Battery Street
Suite 1600
San Francisco, California 94111
(415) 875-2300
(Counsel to the Registrant)

CALCULATION OF REGISTRATION FEE

	Amount			Proposed			Proposed
	to be			maximum			maximum
	registered			offering price			aggregate		Amount of
Title of securities to be registered	(1)			per share			offering price		registration fee
Common Stock, $0.001 par value
To be issued under the 1999 Equity Incentive Plan		3,906,580	(2)	$	10.595	(3)	$	41,390,215.10	$	4,872
To be issued under the 1999 Employee Stock Purchase Plan		420,436	(4)	$	10.595	(3)	$	4,454,519.42	$	524
Total		4,327,016					$	45,844,735.52	$	5,396

(1)	This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1999 Equity Incentive Plan and 1999 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2)	Represents shares automatically reserved for issuance upon the exercise of stock options that may be granted under the 1999 Equity Incentive Plan.
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act of 1933 and based upon the average of the high and low sales prices of Silicon Image Common Stock reported on the Nasdaq National Market on March 14, 2005.
(4)	Represents shares automatically reserved for issuance upon the exercise of purchase rights that may be granted under the 1999 Employee Stock Purchase Plan.

TABLE OF CONTENTS

	Item 5. Interests of Named Experts and Counsel.
	Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.01
EXHIBIT 23.02

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

     This registration statement on Form S-8 registers 3,906,580 additional shares of common stock automatically reserved for issuance under the Registrant’s 1999 Equity Incentive Plan and 420,436 shares automatically reserved for issuance upon the exercise of purchase rights that may be granted under the 1999 Employee Stock Purchase Plan, pursuant to the terms of that plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Forms S-8 filed with the Securities and Exchange Commission on March 23, 2004 (Registration No. 333-113856), January 28, 2003 (Registration No. 333-102771), April 16, 2002 (Registration No. 333-86324), May 18, 2001 (Registration No. 333-61218), April 27, 2000 (Registration No. 333-35738) and October 6, 1999 (Registration No. 333-88543).

Item 5. Interests of Named Experts and Counsel.

     Attorneys at Fenwick & West LLP have beneficial ownership of approximately 3,514 shares of the Registrant’s Common Stock.

Item 8. Exhibits.

3.01	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.03 to the Registrant’s Registration Statement on Form S-1 (File No. 333-83665), as amended, declared effective by the Securities and Exchange Commission on October 5, 1999 (the “Form S-1”).
3.02	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.04 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2001).
3.03	Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.01 to the Registrant’s Form 8-K filed with the Commission on February 4, 2005.)
4.01	Form of Specimen Certificate for the Registrant’s common stock (incorporated by reference to Exhibit 4.01 to the Form S-1).
4.02	Third Amended and Restated Investors Rights Agreement dated July 29, 1998 among the Registrant and certain stockholders named therein (incorporated by reference to Exhibit 4.04 to the Form S-1).
4.03	1999 Equity Incentive Plan of the Registrant, as amended, and related forms of stock option agreements and stock option exercise agreements (incorporated by reference to Exhibit 10.03 to Registrant’s Annual Report on Form 10-K filed with the Commission on March 15, 2004).
4.04	1999 Employee Stock Purchase Plan of the Registrant and related enrollment form, notice of suspension and notice of withdrawal (incorporated by reference to Exhibit 10.04 to the Form S-1).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Independent Registered Public Accounting Firm.
24.01	Power of Attorney (see page 5).

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant, Silicon Image, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 16th day of March, 2005.

SILICON IMAGE, INC.
By:	/s/ Steve Tirado
	Steve Tirado
	President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Steve Tirado and Robert B. Gargus, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steve Tirado	President and Chief Executive	March 16, 2005
Steve Tirado	Officer (Principal Executive
	Officer) and Director
/s/ Robert G. Gargus	Vice President, Finance and	March 16, 2005
Robert G. Gargus	Administration and Chief
	Financial Officer (Principal
	Financial Officer)
/s/ Dale Brown	Chief Accounting Officer	March 16, 2005
Dale Brown	(Principal Accounting Officer)
/s/ David Courtney	Director	March 16, 2005
David Courtney
/s/ David A. Hodges	Director	March 16, 2005
David A. Hodges
/s/ David D. Lee	Director	March 16, 2005
David D. Lee
/s/ Keith McAuliffe	Director	March 16, 2005
Keith McAuliffe
/s/ Christopher Paisley	Chairman of the Board	March 16, 2005
Christopher Paisley

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EXHIBIT INDEX

Exhibit	Exhibit
Number	Title

3.01	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.03 to the Form S-1).
3.02	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.04 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2001).
3.03	Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.01 to the Registrant’s Form 8-K filed with the Commission on February 4, 2005.)
4.01	Form of Specimen Certificate for the Registrant’s common stock (incorporated by reference to Exhibit 4.01 to the Form S-1).
4.02	Third Amended and Restated Investors Rights Agreement dated July 29, 1998 among the Registrant and certain stockholders named therein (incorporated by reference to Exhibit 4.04 to the Form S-1).
4.03	1999 Equity Incentive Plan of the Registrant, as amended, and related forms of stock option agreements and stock option exercise agreements (incorporated by reference to Exhibit 10.03 to Resgitrant’s Annual Report on Form 10-K filed with the Commission on March 15, 2004).
4.04	1999 Employee Stock Purchase Plan of the Registrant and related enrollment form, notice of suspension and notice of withdrawal (incorporated by reference to Exhibit 10.04 to the Form S-1).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Independent Registered Public Accounting Firm.
24.01	Power of Attorney (see page 3).