UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c)or Section 240.14a-12

PIXAR
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed per Exchange Act Rules 14a-6(i)(4) and 0-11.

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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LOGO

------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 27, 1999

To the Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Pixar, a California corporation, will be held on Tuesday, July 27,
1999 at 9:00 a.m., local time, in the Wattis Theater at the San Francisco Museum
of Modern Art located at 151 Third Street, San Francisco, California 94103, for
the following purposes:

1. To elect directors to serve for the ensuing year and until their
successors are duly elected and qualified.

2. To ratify the appointment of KPMG LLP as independent auditors of
Pixar for the fiscal year ending January 1, 2000.

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only holders of record of Pixar's common stock at the close of business on
June 11, 1999 are entitled to notice of and to vote at the Annual Meeting.

All shareholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. Any
shareholder attending the Annual Meeting may vote in person even if he or she
has returned a proxy card.

By Order of the Board of Directors

/s/ Edwin E. Catmull
-------------------------------------
Edwin E. Catmull
Executive Vice President,
Chief Technical Officer and Secretary

Richmond, California
June 25, 1999

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.
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PIXAR
------------------------

PROXY STATEMENT
FOR
1999 ANNUAL MEETING OF SHAREHOLDERS
------------------------

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors of
Pixar, a California corporation, for use at Pixar's Annual Meeting of
Shareholders (the "Annual Meeting") to be held on Tuesday, July 27, 1999 at 9:00
a.m., local time, and at any adjournment thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Shareholders. The
Annual Meeting will be held in the Wattis Theater at the San Francisco Museum of
Modern Art located at 151 Third Street, San Francisco, California 94103. The
telephone number at that location is (415) 357-4000. Pixar's headquarters are
located at 1001 West Cutting Boulevard, Richmond, California 94804, and the
telephone number at that location is (510) 236-4000.

This Proxy Statement and the enclosed proxy card were mailed on or about
June 25, 1999, together with Pixar's 1998 Annual Report to Shareholders, to all
shareholders entitled to vote at the Annual Meeting.

Pixar's 1998 fiscal year began on January 1, 1998 and ended January 2,
1999. All references in this Proxy Statement to fiscal 1998 refer to the period
from January 1, 1998 through January 2, 1999.

RECORD DATE

Only holders of record of Pixar's common stock, no par value (the "Common
Stock"), at the close of business on June 11, 1999 (the "Record Date") are
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
46,218,387 shares of Pixar's Common Stock were outstanding. For information
regarding security ownership by management and by the beneficial owners of more
than 5% of Pixar's Common Stock, see "Security Ownership of Certain Beneficial
Owners and Management."

PROXIES; REVOCABILITY OF PROXIES

All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting, and not revoked, will be voted at the
Annual Meeting in accordance with the instructions indicated on those proxies.
If no instructions are indicated on a properly executed proxy, the shares
represented by that proxy will be voted as recommended by the Board of
Directors. If any other matters are properly presented for consideration at the
Annual Meeting, the persons named in the enclosed proxy and acting thereunder
will have discretion to vote on those matters in accordance with their best
judgment. The Company does not currently anticipate that any other matters will
be raised at the Annual Meeting.

A shareholder may revoke any proxy given pursuant to this solicitation at
any time before it is voted by delivering to Pixar's Corporate Secretary a
written notice of revocation or a duly executed proxy bearing a date later than
that of the previously submitted proxy, or by attending the Annual Meeting and
voting in person.

VOTING AND SOLICITATION

Each shareholder is entitled to one vote for each share of Common Stock on
all matters presented at the Annual Meeting. Shareholders do not have the right
to cumulate their votes in the election of directors.

The cost of soliciting proxies will be borne by Pixar. Pixar may reimburse
brokerage firms and other persons representing beneficial owners of shares for
their reasonable expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of Pixar's
directors, officers,
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and regular employees, without additional compensation, personally or by
telephone, telegram, letter or facsimile.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

The presence at the Annual Meeting, either in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock entitled to vote
shall constitute a quorum for the transaction of business. Pixar intends to
include abstentions and broker non-votes as present or represented for purposes
of establishing a quorum for the transaction of business, but to exclude
abstentions and broker non-votes from the calculation of shares entitled to
vote.

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS

Any proposal of a shareholder of Pixar which is intended to be presented by
such shareholder at Pixar's Annual Meeting of Shareholders in 2000 must be
received by Pixar no later than February 26, 2000 in order for such proposal to
be considered for inclusion in Pixar's proxy statement and form of proxy
relating to such meeting.

The attached proxy card grants the persons named as proxies discretionary
authority to vote on any matter raised at the Annual Meeting which is not
included in this Proxy Statement. If a shareholder intends to present a proposal
at Pixar's Annual Meeting of Shareholders in 2000 and the shareholder does not
give appropriate notice to Pixar on or before May 11, 2000, the persons named as
proxies may use their discretionary voting authority to vote on the proposal.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

NOMINEES

A board of seven directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for Pixar's seven nominees named below, all of whom are presently directors of
Pixar. In the event that any nominee of Pixar is unable or declines to serve as
a director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable or will decline to
serve as a director. The term of office of each person elected as a director
will continue until the next annual meeting of shareholders or until a successor
has been duly elected and qualified.

The name and certain information regarding each nominee are set forth
below. There are no family relationships among directors or executive officers
of Pixar.

NAME AGE(1) POSITION WITH PIXAR
---- ------ -------------------

Steve Jobs................. 44 Chairman, Chief Executive Officer and Office of the President
Larry W. Sonsini........... 58 Director
Skip M. Brittenham......... 57 Director
Joseph A. Graziano......... 55 Director
Jill E. Barad.............. 47 Director
Edwin E. Catmull........... 54 Director, Executive Vice President, Chief Technical Officer
and Office of the President
Lawrence B. Levy........... 40 Director

- ---------------
(1) As of June 11, 1999.

Mr. Jobs is a co-founder of Pixar and has served as its Chairman since
March 1991, as its Chief Executive Officer since February 1986 and in the Office
of the President since February 1995. He has been a director of Pixar since
February 1986. In addition, Mr. Jobs currently serves as interim Chief Executive
Officer and as a member of the Board of Directors of Apple Computer, Inc.
("Apple"). Mr. Jobs was also a co-founder of NeXT Software, Inc. ("NeXT"), which
developed and marketed object-oriented software for client/server business
applications and the Internet, and served as the Chairman and Chief Executive
Officer of NeXT from October 1985 until February 1997, when NeXT was acquired by
Apple. Mr. Jobs then served as an advisor to Apple on a limited basis until
assuming his current role as interim Chief Executive Officer at Apple.

Mr. Sonsini has served as a director of Pixar since April 1995 and served
as Secretary from April 1995 to October 1995. He has been an attorney with the
law firm of Wilson Sonsini Goodrich & Rosati since 1966 and currently serves as
the Chairman of the firm's Executive Committee. Mr. Sonsini also serves as a
director of Lattice Semiconductor Corporation, Novell, Inc. and TIBCO Software,
Inc. Mr. Sonsini received A.B. and L.L.B. degrees from the University of
California, Berkeley.

Mr. Brittenham has served as a director of Pixar since August 1995. He has
been an attorney with the law firm of Ziffren, Brittenham, Branca & Fischer, an
entertainment law firm, since 1978. Mr. Brittenham currently serves on the board
of, or is a trustee of, numerous charitable organizations, including
Conservation International, the American Oceans Campaign, the Environmental
Media Association and the Alternative Medical AIDS Foundation. Mr. Brittenham
received a B.S. from the United States Air Force Academy and a J.D. from the
University of California at Los Angeles.

Mr. Graziano has served as a director of Pixar since August 1995. From June
1989 to December 1995, he was the Executive Vice President and Chief Financial
Officer of Apple and was a member of the Board of Directors of Apple from June
1993 until October 1995. From May 1987 to June 1989, Mr. Graziano

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served as Chief Financial Officer of Sun Microsystems, Inc. and from October
1981 to May 1985 as Chief Financial Officer of Apple. In addition, he has held
accounting positions with various technology companies in the Silicon Valley.
Mr. Graziano also serves as a director of IntelliCorp, Inc., Carrier Access
Corporation and CIDCO Incorporated. Mr. Graziano received a B.S. in accounting
from Merrimack College and is a certified public accountant.

Ms. Barad has served as a director of Pixar since July 1997. She has been
Chairman & Chief Executive Officer of Mattel, Inc. since October 1997. From
January 1997 to October 1997, she was President and Chief Executive Officer of
Mattel, Inc., and from July 1992 until December 1996, she was President and
Chief Operating Officer. Ms. Barad serves as a director of Mattel, Inc. and
Microsoft Corporation.

Dr. Catmull is a co-founder of Pixar and has served as Executive Vice
President and Chief Technical Officer since June 1995, in the Office of the
President since February 1995 and as a director of Pixar since April, 1999. Dr.
Catmull has served as Secretary of Pixar since April 1999. From March 1991 to
February 1995, he served as President, from November 1988 to March 1991 he
served as Chairman and from February 1986 to November 1988 he served as
President. Prior to joining Pixar, he was Vice President of the Computer
Division of Lucasfilm. Dr. Catmull received the Scientific and Engineering Award
from The Academy of Motion Picture Arts and Sciences in 1992 and also received
the SIGGRAPH Coons Award for lifetime contributions in 1993. Dr. Catmull is a
member of the Scientific and Technical Awards Committee of the Academy of Motion
Picture Arts and Sciences. Dr. Catmull received B.S. degrees in computer science
and physics and a Ph.D in computer science from the University of Utah.

Mr. Levy has served as a director of Pixar since April 1999. Mr. Levy was
Executive Vice President, Chief Financial Officer and in the Office of the
President from February 1995 to March 1999 and served as Secretary from October
1995 to March 1999. Prior to joining Pixar, he was Vice Chairman and Chief
Financial Officer of Electronics for Imaging, Inc., a provider of hardware and
software products for the digital color imaging market, where he held various
executive positions from April 1991 until January 1995. From December 1987 to
April 1991, he was head of the Technology Licensing and Distribution Department
at the law firm of Wilson Sonsini Goodrich & Rosati, where he became a partner
in February 1990. Mr. Levy also serves as a director of IDG Books Worldwide,
Inc. Mr. Levy received a B.S. in business and accounting from Indiana University
and a J.D. from Harvard Law School. Mr. Levy is also a certified public
accountant.

BOARD MEETINGS AND COMMITTEES

The Board of Directors held a total of 3 meetings (including regularly
scheduled and special meetings) during fiscal 1998 and also took certain actions
by written consent. No incumbent director during the last fiscal year attended
fewer than 75% of the aggregate of (i) the total number of meetings of the Board
of Directors and (ii) the total number of meetings held by all committees on
which he or she served except for Skip Brittenham and Jill Barad who attended
67% of the meetings.

The Board of Directors of Pixar has two standing committees which were
established in October 1995: an Audit Committee and a Compensation Committee.
Pixar has no nominating committee or a committee performing a similar function.

The Audit Committee, which currently consists of Messrs. Graziano and
Sonsini, is responsible for (i) recommending engagement of Pixar's independent
auditors, (ii) approving the services performed by such auditors, (iii)
consulting with such auditors and reviewing with them the results of their
examination, (iv) reviewing and approving any material accounting policy changes
affecting Pixar's operating results, (v) reviewing Pixar's control procedures
and personnel, and (vi) reviewing and evaluating Pixar's accounting principles
and its system of internal accounting controls. Mr. Brittenham is an alternate
member of the Audit Committee and will serve when another member is unable to
attend a committee meeting. The Audit Committee held 1 meeting during fiscal
1998.

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The Compensation Committee, which currently consists of Ms. Barad and Mr.
Graziano, is responsible for (i) reviewing and approving the compensation and
benefits for Pixar's officers and other employees, (ii) administering Pixar's
stock option plans and (iii) making recommendations to the Board of Directors
regarding such matters. The Compensation Committee did not hold any meetings
during fiscal 1998, but Pixar's Board of Directors performed similar functions
during fiscal 1998.

DIRECTOR COMPENSATION

Directors who are not employees of Pixar receive a fee of $1,000 for each
meeting attended of the Board of Directors and a fee of $1,000 for each meeting
attended of a committee of the Board of Directors if such committee meeting is
not held in conjunction with a meeting of the Board of Directors. All directors
are reimbursed for expenses incurred in attending such meetings.

Non-employee directors are eligible to receive option grants pursuant to
Pixar's 1995 Director Option Plan (the "Director Plan") which was adopted by the
Board of Directors in October 1995, approved by the shareholders in November
1995 and took effect in November 1995. A total of 200,000 shares of Common Stock
has been reserved for issuance under the Director Plan. As of June 11, 1999,
there were 70,000 options outstanding under the Director Plan. The Director Plan
provides for an automatic grant of an option to purchase 30,000 shares of Common
Stock (the "First Option") to each nonemployee director who first becomes a
non-employee director (other than an employee director who ceases to be an
employee but remains a director) after the effective date of the Director Plan
on the date on which such person first becomes a non-employee director.
Beginning on the third anniversary of the date he or she became an outside
director, each nonemployee director will automatically be granted an option to
purchase 10,000 shares of Common Stock (a "Subsequent Option") each year on the
date of such anniversary, provided he or she is then a non-employee director.
Each nonemployee director will be eligible to receive a Subsequent Option,
regardless of whether such non-employee director was eligible to receive a First
Option. First Options and each Subsequent Option will have a term of ten years.
One-third of the shares subject to a First Option will vest one year after its
date of grant and an additional one-third will vest at the end of each year
thereafter, provided that the optionee continues to serve as a director on such
dates. All of the shares subject to a Subsequent Option will vest one year after
the date of the option grant, provided that the optionee continues to serve as a
director on such date. The exercise prices of the First Option and each
Subsequent Option will be 100% of the fair market value per share of Pixar's
Common Stock on the date of the grant of the option. Ms. Barad was granted a
First Option in July 1997 at an exercise price of $15.125 per share. Messrs.
Brittenham and Graziano were each granted a Subsequent Option in August 1998 at
an exercise price of $30.75 per share. Mr. Sonsini was granted Subsequent
Options in April 1998 at an exercise price of $43.50 per share and in April 1999
at an exercise price of $40.875 per share. Ms. Barad and Mr. Levy, non-employee
directors of Pixar, will be eligible for Subsequent Options under the Director
Plan on the third anniversary of the dates they became directors. Messrs.
Sonsini, Brittenham and Graziano, also non-employee directors, are eligible for
Subsequent Options each year on the anniversary of the dates they became
directors.

REQUIRED VOTE

The seven nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be elected
as directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but have no other legal effect under California law.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RE-ELECTION OF MESSRS. JOBS, SONSINI, BRITTENHAM, GRAZIANO, CATMULL AND LEVY AND
MS. BARAD.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected KPMG LLP, independent certified public
accountants, to audit the financial statements of Pixar for the fiscal year
ending December 31, 1999. KPMG LLP has audited Pixar's financial statements
since Pixar's inception. A representative of KPMG LLP is expected to be present
at the meeting, will have the opportunity to make a statement, and is expected
to be available to respond to appropriate questions.

REQUIRED VOTE

The Board of Directors has conditioned its appointment of Pixar's
independent auditors upon the receipt of the affirmative vote of a majority of
the shares represented, in person or by proxy, and voting at the Annual Meeting.
In the event that the shareholders do not approve the selection of KPMG LLP, the
appointment of the independent auditors will be reconsidered by the Board of
Directors.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF KPMG LLP AS PIXAR'S INDEPENDENT AUDITORS.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of Common Stock of
Pixar as of June 11, 1999 for the following: (i) each person who is known by
Pixar to own beneficially more than 5% of the outstanding shares of Pixar's
Common Stock; (ii) each of Pixar's directors; (iii) each of the executive
officers named in the Summary Compensation Table; and (iv) all directors and
executive officers of Pixar as a group.

NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES(1) TOTAL(1)
------------------------ ---------- ----------

Steve Jobs.................................................. 30,000,001 64.9%
c/o Pixar
1001 West Cutting Boulevard
Richmond, CA 94804
Transamerica Corporation(2)................................. 3,432,900 7.4
600 Montgomery Street
San Francisco, CA 94111
Disney Enterprises, Inc.(3)................................. 2,500,100 5.2
500 South Buena Vista Street
Burbank, CA 91521
John Lasseter(4)............................................ 1,041,121 2.2
Edwin E. Catmull(5)......................................... 562,800 1.2
Lawrence B. Levy............................................ 698,700 1.5
Sarah McArthur(6)........................................... 67,500 *
Larry W. Sonsini(7)......................................... 14,528 *
Skip M. Brittenham(8)....................................... 30,000 *
Joseph A. Graziano(9)....................................... 30,000 *
Jill E. Barad(10)........................................... 21,000 *
All directors and executive officers as a group (9
persons)(11).............................................. 32,465,650 69.4

- ---------------
* Represents less than 1% of the total.

(1) Based on 46,218,387 shares outstanding on June 11, 1999. The number and
percentage of shares beneficially owned is determined under rules of the
Securities and Exchange Commission ("SEC"), and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within sixty days of
June 11, 1999 through the exercise of any stock option or other right.
Unless otherwise indicated in the footnotes, each person has sole voting
and investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned.

(2) As indicated in the Schedule 13G/A filed by Transamerica Corporation
pursuant to the Exchange Act on February 16, 1999. Includes 3,091,900
shares beneficially owned by direct and indirect subsidiaries of
Transamerica Corporation.

(3) As indicated in the Schedule 13D filed by Disney Enterprises, Inc. pursuant
to the Exchange Act on April 18, 1997. Includes 1,500,000 shares issuable
upon exercise of warrants.

(4) Includes 340,521 shares subject to options that are exercisable within 60
days of June 11, 1999.

(5) Includes 66,667 shares subject to options that are exercisable within 60
days of June 11, 1999.

(6) Includes 67,500 shares subject to options that are exercisable within 60
days of June 11, 1999.

(7) Includes 10,000 shares subject to options that are exercisable within 60
days of June 11, 1999.

(8) Includes 30,000 shares subject to options that are exercisable within 60
days of June 11, 1999.

(9) Includes 30,000 shares subject to options that are exercisable within 60
days of June 11, 1999.

(10) Includes 20,000 shares subject to options that are exercisable within 60
days of June 11, 1999.

(11) Includes 564,688 shares subject to options that are exercisable within 60
days of June 11, 1999.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act ("Section 16(a)") requires Pixar's
executive officers, directors and persons who own more than ten percent of
Pixar's Common Stock, to file initial reports of ownership on Form 3 and changes
in ownership on Form 4 or Form 5 with the SEC and the National Association of
Securities Dealers, Inc. Such executive officers, directors and ten-percent
shareholders are also required by SEC rules to furnish Pixar with copies of all
such forms that they file.

Based solely on its review of the copies of such forms received by Pixar
and written representations from certain reporting persons that no Forms 5 were
required for such persons, Pixar believes that during fiscal 1998 all Section
16(a) filing requirements applicable to its executive officers, directors and
ten-percent shareholders were complied with.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Pixar's Compensation Committee was formed in October 1995 and is currently
composed of Ms. Barad and Mr. Graziano. No interlocking relationship exists
between any member of Pixar's Board of Directors or Compensation Committee and
any member of the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past. No
member of the Compensation Committee is or was formerly an officer or an
employee of Pixar.

EXECUTIVE OFFICER COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows, as to the Chief Executive Officer and each of
the five most highly compensated executive officers whose salary plus bonus
exceeded $100,000 during the last fiscal year (the "Named Officers"),
information concerning compensation paid for services to Pixar in all capacities
during the last three fiscal years.

LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)
--------------------------- ---- --------- ---------- ------------

Steve Jobs...................................... 1998 $ 50 $ -- --
Chairman, Chief Executive Officer and 1997 -- -- --
Office of the President 1996 -- -- --

Edwin E. Catmull................................ 1998 295,846 -- --
Executive Vice President, Chief Technical
Officer 1997 208,539 -- --
and Office of the President 1996 198,512 -- --

Lawrence B. Levy................................ 1998 295,846 -- --
Executive Vice President, Chief Financial
Officer 1997 208,539 -- --
and Office of the President(1) 1996 197,789 -- --

John Lasseter................................... 1998 769,315 250,000 --
Executive Vice President, Creative Development 1997 625,903 1,250,000 125,000
1996 256,203 -- --

Sarah McArthur(2)............................... 1998 300,000 -- 200,000
Executive Vice President, Production 1997 196,148 -- 200,000
1996 N/A N/A N/A

- ---------------
(1) Mr. Levy resigned from these positions as of March 31, 1999.

(2) Ms. McArthur joined Pixar in 1997.

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OPTION GRANTS IN LAST FISCAL YEAR

The following table shows, as to each of the Named Officers, information
concerning stock options granted during fiscal 1998.

OPTION GRANTS IN FISCAL 1998

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(4)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME GRANTED(1) FISCAL YEAR(2) ($/SH) DATE(3) 5% 10%
---- ----------- -------------- -------- ---------- ----------- -----------

Steve Jobs........... -- --% $ -- -- $ -- $ --
Edwin E. Catmull..... -- -- -- -- -- --
Lawrence B. Levy..... -- -- -- -- -- --
John Lasseter........ -- -- -- -- -- --
Sarah McArthur....... 200,000(5) 6.2 21.38 1/9/08 2,688,525 6,813,249

- ---------------
(1) All options in this table were granted under the 1995 Stock Plan and have
exercise prices equal to the fair market value on the date of grant.

(2) Pixar granted options for 3,205,922 shares of Common Stock to employees in
fiscal 1998.

(3) Options may terminate before their expiration upon the termination of
optionee's status as an employee or consultant, the optionee's death or an
acquisition of Pixar.

(4) The 5% and 10% assumed rates of appreciation are provided in accordance with
rules of the SEC and do not represent Pixar's estimate or projection of the
future Common Stock price. This table does not take into account any
appreciation in the price of the Common Stock from the date of grant to
date.

(5) These options are nonstatutory stock options which vest over a four-year
period at the rate of one-fourth at the end of each year from the vesting
start date.

OPTION EXERCISES AND HOLDINGS

The following table sets forth, for each of the Named Officers, certain
information concerning stock options exercised during fiscal 1998, and the
number of shares subject to both exercisable and unexercisable stock options as
of fiscal year-end. Also reported are values for "in-the-money" options that
represent the positive spread between the respective exercise prices of
outstanding stock options and the fair market value of Pixar's Common Stock as
of January 2, 1999 (Pixar's 1998 fiscal year-end).

AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND
FISCAL 1998 YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END($)(1)
ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Steve Jobs............ -- $ -- -- -- $ -- $ --
Edwin E. Catmull...... 340,000 9,508,250 66,667 83,333 2,320,012 2,899,988
Lawrence B. Levy...... 946,210 33,036,202 136,124 66,666 4,737,115 2,319,977
John Lasseter......... 405,000 15,272,813 489,959 151,041 16,565,982 4,313,393
Sarah McArthur........ 15,000 572,500 64,167 320,833 1,427,716 5,413,534

- ---------------
(1) Market value of underlying securities based on the closing price of Pixar's
Common Stock on December 31, 1998 (the last trading day of fiscal 1998) on
the Nasdaq National Market of $35.00 minus the exercise price.

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EMPLOYMENT AGREEMENT

In February 1997, Pixar entered into a new employment agreement with John
Lasseter that extends until February 23, 2004. Pursuant to the agreement, Mr.
Lasseter received a signing bonus of $1,250,000 and was granted additional stock
options to purchase 125,000 shares of Pixar's Common Stock which vest over four
years. The agreement provides for a current annual salary of $816,480 with 8%
annual increases. The agreement also provides for the payment of a bonus (the
"Motion Picture Bonus") based upon domestic theatrical box office gross receipts
from feature-length animated motion pictures ("Feature Films") directed by Mr.
Lasseter. Under the agreement, Mr. Lasseter will direct three Feature Films and
has the option to direct certain sequels to Feature Films he directed if Pixar
elects to produce such sequels within twelve years after the initial release of
the applicable picture. During the term of the agreement, Mr. Lasseter is
prohibited from accepting other employment and from becoming financially
interested or associated with any entity engaged in a related or competitive
business. Pixar can terminate the agreement at any time for any reason. However,
if Pixar terminates Mr. Lasseter's employment without cause, Pixar must pay Mr.
Lasseter (i) an amount equal to 75% of the balance of the salary Mr. Lasseter
would have earned through the remainder of the term of the agreement and (ii)
any portion of the Motion Picture Bonus as and if due. In addition, the vesting
of Mr. Lasseter's stock options would accelerate so that they would be
exercisable in full and Mr. Lasseter could accept employment with any third
party.

CERTAIN TRANSACTIONS

Pixar has engaged the law firm of Ziffren, Brittenham, Branca & Fischer
("ZBB&F") to handle certain matters. Skip M. Brittenham, a director of Pixar, is
a senior partner of the firm. Pixar has also engaged the law firm of Wilson
Sonsini Goodrich & Rosati ("WSGR") to handle certain legal matters. Larry W.
Sonsini, a director of Pixar, is a member of the firm. Payments by Pixar to each
of ZBB&F and WSGR did not exceed five percent of either law firm's respective
gross revenues in the last fiscal year of either such firm.

Pixar believes that all of the transactions set forth above were made on
terms no less favorable to Pixar than could have been obtained from unaffiliated
third parties. All future transactions, including loans, between Pixar and its
officers, directors and principal shareholders and their affiliates will be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested directors of the Board of Directors, and will be
on terms no less favorable to Pixar than could be obtained from unaffiliated
third parties.

10
13

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee of the Board of Directors (the "Committee") was
formed in October 1995 and is responsible for reviewing the compensation and
benefits for Pixar's executive officers, as well as supervising and making
recommendations to the Board on compensation matters generally. The Committee
also administers Pixar's stock option plans and makes grants to executive
officers under the 1995 Stock Plan.

COMPENSATION PHILOSOPHY

The Committee's compensation philosophy is to provide cash and equity
incentives to Pixar's executive officers and other employees to attract
personnel of the highest caliber in order to maintain Pixar's competitive
position. The goals of the Committee are to:

- attract, retain and motivate highly qualified executive officers and
employees who contribute to the long-term success of Pixar

- align the compensation of executive officers with business objectives and
performance

- align incentives for executive officers with the interests of
shareholders in maximizing value

Pixar currently intends to take the necessary steps to conform its
compensation practices to comply with the $1 million compensation deduction cap
under Section 162(m) of the Internal Revenue Code.

ELEMENTS OF COMPENSATION

The compensation for executive officers is based on two elements: Base
Compensation and Long-Term Incentive Compensation.

Base Compensation is determined on the basis of the level of
responsibility, expertise and experience of the executive officer, taking into
account competitive conditions in the industry. Mr. Lasseter is compensated
pursuant to an employment agreement. See "Executive Officer
Compensation -- Employment Agreements." The compensation of the other executive
officers, except for the Chief Executive Officer who received $50.00 in fiscal
1998, is reviewed annually by the Committee and increased on the basis of
performance, Pixar's financial results for the previous year and competitive
conditions.

Long-Term Incentive Compensation is provided through grants of stock
options pursuant to Pixar's 1995 Stock Plan. Ownership of Pixar's Common Stock
is a key element of executive compensation and is intended to provide additional
incentives to the executive officers to maximize shareholder value. Executive
officers and other employees of Pixar are eligible to participate in the 1995
Stock Plan. The 1995 Stock Plan permits the Board of Directors or the Committee
to grant stock options to employees on such terms as the Board or the Committee
may determine. In determining the size of a stock option grant to a new
executive officer or other employee, the Committee takes into account equity
participation by comparable employees within the Company, external competitive
circumstances and other relevant factors. Additional options may be granted to
current executive officers and employees to reward exceptional performance or to
provide additional unvested equity incentives. These options typically vest over
a four-year period and thus require the employee's continuing service to the
Company. The Committee believes that such stock plans align the interests of the
employees with the long-term interests of the stockholders.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Pixar's Chief Executive Officer received $50.00 in compensation for his
services in fiscal 1998.

THE BOARD OF DIRECTORS

Steve Jobs
Larry W. Sonsini
Skip M. Brittenham
Joseph A. Graziano
Jill E. Barad
Edwin E. Catmull
Lawrence B. Levy

11
14

PIXAR STOCK PRICE PERFORMANCE GRAPH

The following graph compares Pixar's cumulative total shareholder return
with those of the H&Q Technology Index, the Nasdaq Stock Market Index-U.S. and
the Standard & Poor's Entertainment Index. The graph assumes that $100 was
invested on November 29, 1995 (the date of Pixar's initial public offering) in
(i) Pixar's Common Stock and (ii) the H&Q Technology Index, the Nasdaq Stock
Market Index-U.S. and the Standard & Poor's Entertainment Index, including
reinvestment of dividends. No dividends have been paid or declared on Pixar's
Common Stock. Note that historic stock price performance is not necessarily
indicative of future stock price performance.

H&Q TECHNOLOGY NASDAQ STOCK MARKET- S&P ENTERTAINMENT
PIXAR INDEX US INDEX
----- -------------- -------------------- -----------------

Nov. 29, 1995 100.00 100.00 100.00 100.00
Dec. 1995 131.25 98.00 98.00 97.37
Dec. 1996 59.09 115.00 122.00 98.76
Dec. 1997 98.30 109.00 148.00 141.02
Dec. 1998 159.09 239.00 207.00 187.44
March 1999 178.98 260.00 233.00 211.77

OTHER MATTERS

Pixar knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as Pixar
may recommend.

It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying proxy in the envelope
which has been enclosed.

THE BOARD OF DIRECTORS

Richmond, California
June 25, 1999

12
15
PIXAR

PROXY FOR PIXAR ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of PIXAR, a California corporation, hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement, each dated June 25, 1999, and hereby appoints Steve Jobs and Edwin E.
Catmull, and each of them, proxies, with full power of substitution, to
represent the undersigned and to vote as designated on the reverse side, all
shares of Common Stock of PIXAR that the undersigned is entitled to vote at the
Annual Meeting of Shareholders of PIXAR to be held on July 27, 1999 at 9:00
a.m., local time, in the Wattis Theater at the San Francisco Museum of Modern
Art located at 151 Third Street, San Francisco, California 94103, and at any
adjournment thereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR
EACH OF THE PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING AS THE PROXIES DEEM ADVISABLE.

DETACH HERE

Please mark
[X] votes as in
this example.

A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS.

1. Election of seven Directors.

Nominees: Steve Jobs, Larry W. Sonsini, Skip M. Brittenham, Joseph A.
Graziano, Jill E. Barad, Edwin E. Catmull and Lawrence B. Levy.

FOR WITHHELD
ALL NOMINEES [ ] FROM ALL [ ]
NOMINEES

[ ] ______________________________________
For all nominees except as noted above

FOR AGAINST ABSTAIN

2. Proposal to ratify the appointment of KPMG [ ] [ ] [ ]
LLP as Pixar's independent auditors for the
fiscal year ending January 1, 2000.

3. In their discretion, the proxies are authorized [ ] [ ] [ ]
to vote upon such other business as may properly
come before the meeting or any adjournment thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign exactly as your name appears on your stock certificate. If the stock
is held by joint tenants or as community property, both should sign. Executors,
administrators, trustees, guardians, attorneys and corporate officers should
give their titles.

Signature: ______________ Date: _______ Signature: ______________ Date: _______