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                             January 16, 2024

       Todd A. DeBonis
       President and Chief Executive Officer
       PIXELWORKS, INC.
       16760 SW Upper Boones Ferry Rd., Suite 101
       Portland, OR 97224

                                                        Re: PIXELWORKS, INC.
                                                            Amendment No. 2 to
Registration Statement on Form S-3
                                                            Filed January 5,
2024
                                                            File No. 333-275569

       Dear Todd A. DeBonis:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our November 29,
2023 letter.

       Amendment No. 2 to Registration Statement on Form S-3

       Cover Page

   1.                                                   We note your revisions
in response to prior comment 1 and reissue in part. Please disclose
                                                        your response that the
majority of your consolidated operations take place in China.
                                                        Further, please revise
to address how recent statements and regulatory actions by China   s
                                                        government, such as
those related to data security or anti-monopoly concerns, have or
                                                        may impact the company
 s ability to conduct its business, accept foreign investments, or
                                                        list on a U.S. or other
foreign exchange. Please also disclose the risk that the PRC
                                                        government may
intervene or influence your operations in China at any time.
       Prospectus Summary, page i

   2.                                                   We note your revisions
in response to prior comment 3 and reissue in full. Please revise to
                                                        include a prospectus
summary that discloses each permission or approval that you or your
 Todd A. DeBonis
PIXELWORKS, INC.
January 16, 2024
Page 2
      subsidiaries are required to obtain from Chinese authorities to operate
your business and
      to offer the securities being registered to foreign investors. State
whether you or your
      subsidiaries are covered by permissions requirements from the China
Securities
      Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
any
      other governmental agency that is required to approve your or your
subsidiaries
      operations, and state affirmatively whether you have received all
requisite permissions or
      approvals and whether any permissions or approvals have been denied.
Please also
      describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
      receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
      permissions or approvals are not required, or (iii) applicable laws,
regulations, or
      interpretations change and you are required to obtain such permissions or
approvals in the
      future.
3.    We note your revisions in response to prior comment 4 and that you do not
conduct your
      operations in China through the use of variable interest entities. We
reissue prior comment
      4 in full. Please revise to include a prospectus summary that provides a
clear description
      of how cash is transferred through your organization. Disclose your
intentions to distribute
      earnings or settle amounts owed under your operating structure. Quantify
any cash flows
      and transfers of other assets by type that have occurred between the
parent company and
      its subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a
      subsidiary has made to the parent company and which entity made such
transfer, and their
      tax consequences. Similarly quantify dividends or distributions made to
U.S. investors, the
      source, and their tax consequences. Your disclosure should make clear if
no transfers,
      dividends, or distributions have been made to date. Describe any
restrictions on foreign
      exchange and your ability to transfer cash between entities, across
borders, and to U.S.
      investors. Describe any restrictions and limitations on your ability to
distribute earnings
      from the company, including your subsidiaries, to the parent company and
U.S. investors
      as well as the ability to settle amounts owed under applicable
agreements.
       Please contact Jenny O'Shanick at 202-551-8005 or Bradley Ecker at
202-551-4985 with
any other questions.



                                                           Sincerely,
FirstName LastNameTodd A. DeBonis
                                                           Division of
Corporation Finance
Comapany NamePIXELWORKS, INC.
                                                           Office of
Manufacturing
January 16, 2024 Page 2
cc:       Christina F. Pearson
FirstName LastName