SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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by Rule 14a-6(e)(2))

SILICON IMAGE, INC.
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(Name of Registrant as Specified In Its Charter)

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[LOGO]

April 11, 2000

To Our Stockholders:

You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Silicon Image, Inc. to be held at our headquarters located at 1060 East
Arques Ave., Sunnyvale, California, on Tuesday, May 23, 2000, at 2 p.m., local
time.

The matters expected to be acted upon at the meeting are described in detail
in the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement.

It is important that you use this opportunity to take part in the affairs of
Silicon Image by voting on the business to come before this meeting. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING. Returning the proxy does not deprive
you of your right to attend the meeting and to vote your shares in person.

We look forward to seeing you at the meeting.

Sincerely,

/s/ David D. Lee

David D. Lee

President and Chief Executive Officer

SILICON IMAGE, INC.
1060 EAST ARQUES AVE.
SUNNYVALE, CALIFORNIA 94086

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
Silicon Image, Inc. will be held at our headquarters located at 1060 East Arques
Ave., Sunnyvale, California, on Tuesday, May 23, 2000, at 2 p.m., local time for
the following purposes:

1. To elect two Class I directors of Silicon Image, each to serve until the
2003 annual meeting of stockholders and until his successor has been
elected and qualified, or until his earlier death, resignation or
removal. Silicon Image's Board of Directors intends to present the
following nominees for election as Class I directors:

Herbert Chang Sang-Chul Han

2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of Silicon Image for the fiscal year ending December 31,
2000.

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

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

Only stockholders of record at the close of business on March 27, 2000 are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.

By Order of the Board of Directors

/s/ David D. Lee

David D. Lee

President and Chief Executive Officer

Sunnyvale, California
April 11, 2000

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.

SILICON IMAGE, INC.
1060 EAST ARQUES AVE., SUNNYVALE, CALIFORNIA 94086

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PROXY STATEMENT

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APRIL 11, 2000

The accompanying proxy is solicited on behalf of the Board of Directors of
Silicon Image, Inc., a Delaware corporation, for use at the 2000 Annual Meeting
of Stockholders to be held at our headquarters located at 1060 East Arques Ave.,
Sunnyvale, California, on Tuesday, May 23, 2000, at 2 p.m., local time. Only
holders of record of our common stock at the close of business on March 27,
2000, which is the record date, will be entitled to vote at the Annual Meeting.
At the close of business on March 27, 2000, we had 25,798,368 shares of common
stock outstanding and entitled to vote. A majority of such shares, present in
person or represented by proxy, will constitute a quorum for the transaction of
business. This Proxy Statement and the accompanying form of proxy were first
mailed to stockholders on or about April 11, 2000. An annual report for the year
ended December 31, 1999 is enclosed with the Proxy Statement.

VOTING RIGHTS AND REQUIRED VOTE

Holders of Silicon Image common stock are entitled to one vote for each
share held as of the above record date.

Directors will be elected by a plurality of the votes of the shares of
common stock present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors. Proposal No. 2 requires for
approval the affirmative vote of the majority of shares of common stock present
in person or represented by proxy at the Annual Meeting and entitled to vote on
the proposal. All votes will be tabulated by the inspector of election appointed
for the Annual Meeting, who will tabulate affirmative and negative votes and
abstentions. Abstentions will be counted towards a quorum and have the same
effect as negative votes with regard to Proposal No. 2.

VOTING OF PROXIES

The proxy accompanying this Proxy Statement is solicited on behalf of the
Board of Directors of Silicon Image for use at the Annual Meeting. Stockholders
are requested to complete, date and sign the accompanying proxy and promptly
return it in the enclosed envelope. All signed, returned proxies that are not
revoked will be voted in accordance with the instructions contained therein.
However, returned signed proxies that give no instructions as to how they should
be voted on a particular proposal at the Annual Meeting will be counted as votes
"for" such proposal, or in the case of the election of Class I directors, as a
vote "for" election to Class I of the Board of all the nominees presented by the
Board. In the event that sufficient votes in favor of the proposals are not
received by the date of the Annual Meeting, the persons named as proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitations of proxies. Any such adjournment would require the affirmative
vote of the majority of the outstanding shares present in person or represented
by proxy at the Annual Meeting.

EXPENSES OF SOLICITATION

The expenses of soliciting proxies to be voted at the Annual Meeting will be
paid by Silicon Image. Following the original mailing of the proxies and other
soliciting materials, Silicon Image and/or its agents may also solicit proxies
by mail, telephone, telegraph or in person. Following the original mailing of
the proxies and other soliciting materials, Silicon Image will request that
brokers, custodians, nominees and other record holders of its common stock
forward copies of the proxy and other soliciting materials to persons for whom
they hold shares of common stock and request authority for the exercise of
proxies. In such cases, Silicon Image, upon the request of the record holders,
will reimburse such holders for their

reasonable expenses. Georgeson Shareholder Communications, Inc. will assist
Silicon Image in obtaining the return of proxies at an estimated cost to Silicon
Image of $1,500.

REVOCABILITY OF PROXIES

Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to the Annual Meeting or at the Annual Meeting
prior to the vote pursuant to the proxy. A proxy may be revoked by a writing
delivered to Silicon Image stating that the proxy is revoked, by a subsequent
proxy that is signed by the person who signed the earlier proxy and is presented
at the Annual Meeting or by attendance at the Annual Meeting and voting in
person. Please note, however, that if a stockholder's shares are held of record
by a broker, bank or other nominee and that stockholder wishes to vote at the
Annual Meeting, the stockholder must bring to the Annual Meeting a letter from
the broker, bank or other nominee confirming that stockholder's beneficial
ownership of the shares.

TELEPHONE OR INTERNET VOTING

For stockholders with shares registered in the name of a brokerage firm or
bank, a number of brokerage firms and banks are participating in a program for
shares held in "street name" that offers telephone and Internet voting options.
If your shares are held in an account at a brokerage firm or bank participating
in this program, you may vote those shares by calling the telephone number
specified on the accompanying proxy or accessing the Internet website address
specified on the proxy instead of completing and signing the proxy itself. The
giving of such a telephone or Internet proxy will not affect your right to vote
in person should you decide to attend the Annual Meeting. Stockholders with
shares registered directly in their names with ChaseMellon Shareholder Services,
Silicon Image's transfer agent, will not be able to vote using the telephone or
Internet.

The telephone and Internet voting procedures are designed to authenticate
stockholders' identities, to allow stockholders to give their voting
instructions and to confirm that stockholders' instructions have been recorded
properly. Stockholders voting via the Internet should understand that there may
be costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies, that must be borne by the stockholder.

PROPOSAL NO. 1--ELECTION OF DIRECTORS

Silicon Image's Board of Directors is presently comprised of six members.
Silicon Image's Second Amended and Restated Certificate of Incorporation
provides that the Board of Directors shall be divided into three classes,
designated as Class I, Class II and Class III, with the number of directors in
each class to be divided as equally as reasonably possible. One class of
directors is elected by the stockholders at each annual meeting to serve until
the third succeeding annual meeting and until their successors are duly elected
and qualified. Herbert Chang and Sang-Chul Han have been designated as Class I
directors, David A. Hodges and Ronald V. Schmidt have been designated as
Class II directors and David D. Lee and Andrew S. Rappaport have been designated
as Class III directors. The Class I directors will stand for reelection or
election at the Annual Meeting, the Class II directors will stand for reelection
or election at the 2001 annual meeting of stockholders and the Class III
directors will stand for reelection or election at the 2002 annual meeting of
stockholders. Unless otherwise provided by law, any vacancy on the Board,
including a vacancy created by an increase in the authorized number of
directors, may only be filled by the affirmative vote of a majority of the
directors then in office or by a sole remaining director. Any director so
elected to fill a vacancy shall serve for the remainder of the full term of the
class of directors in which the vacancy occurred and until such director's
successor is elected and qualified, or until his or her earlier death,
resignation or removal.

Each of the nominees for election to Class I is currently a director of
Silicon Image and was previously elected by the stockholders. If elected at the
Annual Meeting, each of the nominees would serve until the 2003 annual meeting
of stockholders and until his successor is elected and qualified, or until such
director's earlier death, resignation or removal. Directors will be elected by a
plurality of the votes of the shares of common stock present in person or
represented by proxy at the Annual Meeting and entitled to vote on the election
of directors. Shares represented by an executed proxy will be voted "for" the
election of the two nominees recommended by the Board unless the proxy is marked
in such a manner as to withhold authority so to vote. In the event that any
nominee for any reason is unable to serve, or for good cause will not serve, the
proxies will be voted for such substitute nominee as the present Board may
determine. Silicon Image is not aware of any nominee who will be unable to
serve, or for good cause will not serve, as a director.

The names of the nominees for election as Class I directors at the Annual
Meeting and of the incumbent Class II and Class III directors, and certain
information about them, including their ages as of February 29, 2000, are
included below.

NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ---- -------- ------------------------------------ --------------

Nominees for election as Class I
directors for a term expiring in
2003:
Herbert Chang (1)................. 37 President of InveStar Capital, Inc. 1998
Sang-Chul Han..................... 45 Private Investor 1996
Incumbent Class II directors with
terms expiring in 2001:
David A. Hodges (2)............... 62 Professor in the Graduate School, 1997
University of California at Berkeley
Ronald V. Schmidt (1)............. 55 Private Investor 1997
Incumbent Class III directors with
terms expiring in 2002:
David D. Lee...................... 43 Chairman of the Board, Chief 1995
Executive Officer and President of
Silicon Image
Andrew S. Rappaport (1)(2)........ 42 Partner of August Capital, LLC 1997

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

(1) Member of the compensation committee.

(2) Member of the audit committee.

HERBERT CHANG has served as a director of Silicon Image since July 1998.
Since April 1996, Mr. Chang has served as president of InveStar Capital, Inc., a
venture capital fund management company. From July 1994 to March 1996,
Mr. Chang was Senior Vice President at WK Technology Fund, a venture capital
fund. From September 1991 to June 1994, Mr. Chang was Vice President of
DynaLab, Inc., a developer of fonts for Asian characters. From July 1986 to
August 1991, Mr. Chang was Assistant Vice President at Acer, Inc., a Taiwanese
manufacturer of personal computers. Mr. Chang holds a Bachelor of Science degree
in Geology from National Taiwan University and a Master of Business
Administration degree from National Chiao-Tung University. Mr. Chang currently
serves as a director of NetIQ Corporation, a developer of applications
management software, and several private companies.

SANG-CHUL HAN has served as a director of Silicon Image since April 1996.
Dr. Han is the founder of KNCS, Inc., a cable system operator in Seoul, Korea,
and has served as a director since 1994. Dr. Han also founded Ewoo Films, a film
production company, and served as its president from 1992 to 1994. Dr. Han has
held the position of director of RK Industrial Co., a trading company in Seoul,
Korea, since 1988. Dr. Han holds a Bachelor of Science degree in Engineering
from Seoul National University and a Ph.D. in Finance from the New York
University.

DAVID A. HODGES has served as a director of Silicon Image since
February 1997. Dr. Hodges is a Professor in the Graduate School and the Daniel
M. Tellep Distinguished Professor Emeritus at the University of California at
Berkeley, where he has been a member of the faculty in the department of
Electrical Engineering and Computer Sciences since 1970. From 1990 to 1996,
Dr. Hodges served as Dean of the College of Engineering at the University of
California at Berkeley. From 1966 to 1970, Dr. Hodges worked at Bell Telephone
Laboratories, the research and development division of the American Telephone
and Telegraph Company. Dr. Hodges holds a Bachelor of Electrical Engineering
degree from Cornell University and Master of Science and Ph.D. degrees in
Electrical Engineering from the University of California at Berkeley.
Dr. Hodges serves as a director of Mentor Graphics Corporation, an electronic
design automation company.

RONALD V. SCHMIDT has served as a director of Silicon Image since
April 1997. From 1997 to February 2000, he held the position of Research Vice
President at Lucent Bell Laboratories Research Silicon Valley, a division of
Lucent Technologies, Inc., a global communications company. From 1994 to 1997,
he served as Executive Vice President and Chief Technical Officer and a director
of Bay Networks, Inc., a data networking products and services company formed by
the merger of SynOptics Communications, Inc., and Wellfleet
Communications, Inc. Dr. Schmidt was a co-founder of Synoptics in 1985, and
served as Senior Vice President, Chief Technical Officer and a director of
SynOptics until the merger. From 1981 to 1985, Dr. Schmidt was a research fellow
at Xerox Corporation's Palo Alto Research Center. Dr. Schmidt holds Bachelor of
Science, Master of Science and Ph.D. degrees in Electrical Engineering and
Computer Science from the University of California at Berkeley. Mr. Schmidt
serves as a director of a private company.

DAVID D. LEE has served as Chairman of the Board and Chief Executive Officer
since our inception on January 1, 1995, and in addition served as President from
inception until October 1996 and since June 1999. Prior to founding Silicon
Image, Dr. Lee was a principal investigator at Sun Microsystems, Inc., a
computer networking company, where he led advanced development projects from
1993 to 1995, as a Visiting Scientist at Sun's Technology Development Group and
as Senior Staff Engineer at Sun Labs. Before joining Sun, Dr. Lee was a member
of the research staff at Xerox Corporation's Palo Alto Research Center, from
1989 to 1994. Dr. Lee holds Bachelor of Science, Master of Science and Ph.D.
degrees in Electrical Engineering and Computer Sciences from the University of
California at Berkeley.

ANDREW S. RAPPAPORT has served as a director of Silicon Image since
June 1997. Mr. Rappaport has been a partner of August Capital, LLC, a venture
capital firm, since July 1996. Prior to that time, Mr. Rappaport was president
of The Technology Research Group, Inc., a Boston-based strategic management
consulting firm which he founded in August 1984. Mr. Rappaport attended
Princeton University.

Mr. Rappaport serves as a director of MMC Networks, Inc., a developer and
supplier of network processors, and several private companies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINATED DIRECTORS

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

BOARD OF DIRECTORS. During fiscal year 1999, the Board met eleven times,
including one telephone conference meeting, and acted by written consent two
times. Other than Sang-Chul Han, no director attended fewer than 75% of the
aggregate of the total number of meetings of the Board (held during the period
for which he was a director) and the total number of meetings held by all
committees of the Board on which such director served (held during the period
that such director served).

Standing committees of the Board include an audit committee and a
compensation committee. The Board does not have a nominating committee or
committee performing similar functions.

AUDIT COMMITTEE. The audit committee consists of Dr. Hodges and
Mr. Rappaport. The audit committee met once during fiscal year 1999. The audit
committee reviews our financial statements and accounting practices, makes
recommendations to the Board regarding the selection of independent accountants
and reviews the results and scope of the audit and other services provided by
our independent accountants.

COMPENSATION COMMITTEE. The compensation committee consists of
Messrs. Chang and Rappaport and Dr. Schmidt. The compensation committee met
twice during fiscal year 1999. The compensation committee reviews and recommends
to the Board of Directors the compensation and benefits of all officers,
directors and consultants of Silicon Image and reviews general policy relating
to compensation and benefits. Except for grants under our 1999 Equity Incentive
Plan made by the compensation committee at its meetings on October 21, 1999 and
November 11, 1999, the Board of Directors has continued to administer the
issuance of stock options and other awards under our 1999 Equity Incentive Plan
and our 1999 Employee Stock Purchase Plan.

DIRECTOR COMPENSATION

Directors of Silicon Image do not receive cash compensation for their
services as directors, but are reimbursed for their reasonable and necessary
expenses for attending board and board committee meetings. All board members are
eligible to receive stock options pursuant to the discretionary option grant
program in effect under our 1999 Equity Incentive Plan.

Immediately following each annual meeting of our stockholders, each director
who is not an employee and whose direct pecuniary interest in our common stock
is less than 5% will automatically be granted an option under our 1999 Equity
Incentive Plan to purchase 10,000 shares if the director has served continuously
as a member of the board of directors for a period of at least one year, an
additional option for 5,000 shares if the director has served on the audit
committee, and an additional option for 5,000 shares if the director has served
on the compensation committee. Each option will have an exercise price equal to
the fair market value of our common stock on the date of grant. These annual
grants will be immediately vested in full and will have a two-year term, but
will generally terminate three months following the date the option-holder
ceases to be a director or consultant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee of Silicon Image's board of directors is
currently comprised of Messrs. Chang and Rappaport and Dr. Schmidt. None of
these individuals has at any time been an officer or employee of Silicon Image.
None of our executive officers serves as a member of the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of our board of directors or compensation committee.

PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected PricewaterhouseCoopers LLP, independent
accountants, to audit the financial statements of Silicon Image for the year
ending December 31, 2000, and recommends that the stockholders vote for
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting, will have the opportunity to make a statement at the Annual Meeting if
they desire to do so, and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information as to the beneficial ownership of
our common stock as of February 29, 2000 by:

- each stockholder known by us to be the beneficial owner of more than 5% of
our common stock;

- each of our directors;

- our chief executive officer, the four other most highly compensated
executive officers who were executive officers as of December 31, 1999 and
earned more than $100,000 in 1999 and one additional individual who was an
executive officer in 1999 and earned more than $100,000 in 1999; and

- all current directors and executive officers as a group.

The percentage ownership is based on 25,789,201 shares of common stock
outstanding as of February 29, 2000. Shares of common stock that are subject to
options or other convertible securities currently exercisable or exercisable
within 60 days of February 29, 2000, are deemed outstanding for the purposes of
computing the percentage ownership of the person holding these options or
convertible securities but are not deemed outstanding for computing the
percentage ownership of any other person. Beneficial ownership is determined
under the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. To our knowledge, unless
otherwise indicated below, the persons and entities named in the table have sole
voting and sole investment power with respect to all shares beneficially owned,
subject to community property laws where applicable. Unless otherwise indicated,
the address for each listed stockholder is c/o Silicon Image, Inc., 1060 East
Arques Ave., Sunnyvale, California 94086.

SHARES BENEFICIALLY OWNED
-----------------------------------
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ------------------------ ---------------- ----------------

Andrew Rappaport
Entities affiliated with August Capital, L.P. (1)......... 3,633,510 14.1%
Sang-Chul Han (2)........................................... 2,083,825 8.1
David D. Lee (3)............................................ 2,018,500 7.8
Herbert Chang
Entities affiliated with InveStar Capital, Inc. (4)....... 820,406 3.2
Scott A. Macomber (5)....................................... 675,000 2.6
Victor M. Da Costa (6)...................................... 215,875 0.8
Jalil Shaikh (7)............................................ 218,179 0.8
Daniel K. Atler (8)......................................... 214,813 0.8
Parviz Khodi (9)............................................ 194,500 0.8
Ronald V. Schmidt (10)...................................... 136,068 0.5
David A. Hodges (11)........................................ 78,300 0.3
All current executive officers and directors as a group (11
persons) (12)............................................. 10,086,383 38.8

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

(1) Represents 49,667 shares held by Andrew Rappaport, including 4,000 shares
held by a trust of which Mr. Rappaport is the trustee, and 3,583,843 shares
held by August Capital, L.P., including shares held by August Capital, L.P.
for the account of August Capital Strategic Partners, L.P. and August
Capital Associates, L.P. Andrew Rappaport is a member of August Capital
Management LLC, which is a general partner of each of August Capital, L.P.,
August Capital Strategic Partners, L.P. and August Capital Associates, L.P.
Mr. Rappaport shares voting power with respect to the shares held by these
entities with David Marquardt and John Johnston. Mr. Rappaport disclaims
beneficial ownership of

shares held by these entities except to the extent of his pecuniary interest
in these entities. The address of Mr. Rappaport and August Capital, L.P. is
2480 Sand Hill Road, Suite 101, Menlo Park, CA 94025.

(2) Mr. Han's address is c/o Young Jin Lee, 1115 Huntington Drive, Unit G, South
Pasadena, CA 91030.

(3) Includes 300,000 shares held by David D. Lee as custodian for his minor
children. Includes 100,000 shares subject to our right of repurchase as of
February 29, 2000.

(4) Represents 155,094 shares held by InveStar Dayspring Venture Capital, Inc.,
333,685 shares held by InveStar Semiconductor Development Fund, 221,417
shares held by InveStar Excelsus Venture Capital (Int'l), Inc. and 110,210
shares held by Forefront Venture Partners, L.P. Herbert Chang is the
President of InveStar Capital, Inc., which is the investment manager of each
of InveStar Dayspring Venture Capital, Inc., InveStar Semiconductor
Development Fund and InveStar Excelsus Venture Capital (Int'l), Inc.
Mr. Chang is also the managing member of Forefront Associates LLC, which is
the general partner of Forefront Venture Partners, L.P. Mr. Chang disclaims
beneficial ownership of shares held by these entities except to the extent
of his pecuniary interest in these entities. Mr. Chang's address is Room
1201, TWTC Int'l Trade Building 12F, 333 Keelung Road, Section 1, Taipei,
Taiwan.

(5) Excludes 75,000 shares held in trust by George R. Macomber for the benefit
of Scott Macomber's minor children.

(6) Includes 120,000 shares subject to options held by Victor M. Da Costa that
are exercisable within 60 days of February 29, 2000, of which 67,500 shares
would be subject to our right of repurchase as of April 29, 2000.

(7) Includes 10,652 shares held by Jalil Shaikh as custodian for his minor
children. Includes 104,500 shares subject to our right of repurchase as of
February 29, 2000.

(8) Includes 166,250 shares subject to our right of repurchase as of
February 29, 2000.

(9) Includes 141,250 shares subject to our right of repurchase as of
February 29, 2000.

(10) Includes 80,000 shares subject to options held by Ronald V. Schmidt that
are exercisable within 60 days of February 29, 2000, of which 30,000 shares
would be subject to our right of repurchase as of April 29, 2000.

(11) Represents shares held by the Hodges Family Trust 5/16/90, of which David
A. Hodges and Susan A. Hodges are trustees. Includes 40,000 shares subject
to our right of repurchase as of February 29, 2000.

(12) Includes 1,022,175 shares subject to our right of repurchase as of
February 29, 2000. Includes 200,000 shares subject to options that are
exercisable within 60 days of February 29, 2000, of which 97,500 shares
would be subject to our right of repurchase as of April 29, 2000.

EXECUTIVE OFFICERS

The following sets forth certain information with regard to executive
officers of Silicon Image, including their ages as of February 29, 2000:

NAME AGE POSITION
- ---- -------- --------

David D. Lee................ 43 Chairman of the Board, Chief Executive Officer and
President
Steve Tirado................ 45 Executive Vice President, Marketing and Business
Development
Daniel K. Atler............. 40 Vice President, Finance and Administration and Chief
Financial Officer
Victor M. Da Costa.......... 40 Vice President, Engineering
Parviz Khodi................ 40 Vice President, Worldwide Sales
Jalil Shaikh................ 45 Vice President, Operations

STEVE TIRADO has served as Silicon Image's Executive Vice President of
Marketing and Business Development since August 1999. From April 1986 to
July 1999, Mr. Tirado held various marketing and management positions at Sun
Microsystems, Inc., a computer networking company, serving most recently as Vice
President of Marketing and Business Development for the NC Systems Group. From
1985 to 1986, Mr. Tirado was President of Tirado, Sorrentino Associates, a
consulting firm. From 1984 to 1985, Mr. Tirado held the position of Marketing
Administration Manager at Qualogy, a mass storage disk drive and controller
company. From 1976 to 1984, Mr. Tirado was a public program administrator and
policy analyst within various government agencies. Mr. Tirado holds a Bachelor
of Arts degree in Psychology from the University of California at Santa Barbara,
a Master of Arts Degree in Organizational Planning and Consultation from Boston
University and a Master of Business Administration degree from the University of
California at Berkeley.

DANIEL K. ATLER has served as Silicon Image's Chief Financial Officer and
Vice President of Finance and Administration since June 1998. Mr. Atler served
as Chief Financial Officer and Vice President of Finance and Administration for
Wireless Access, Inc., a two-way wireless communication systems company, from
January 1995 to November 1997, when Wireless Access, Inc., was acquired by
Glenayre Technologies, Inc., a wireless personal communication systems company.
After the merger, Mr. Atler continued in the same position at Wireless Access
Group, a division of Glenayre Technologies, Inc., from November 1997 to
June 1998. From July 1992 to December 1994, Mr. Atler served as Corporate
Controller for Global Village Communication, Inc., a designer, developer and
marketer of communication products for personal computers. From July 1982 to
July 1992, Mr. Atler was with Ernst & Young, a financial accounting firm, most
recently as a Senior Manager. Mr. Atler holds a Bachelor of Science degree in
Business Administration from Colorado State University.

VICTOR M. DA COSTA has served as Silicon Image's Vice President of
Engineering since October 1998. Dr. Da Costa joined Silicon Image as a Senior
Staff Engineer in February 1996. Dr. Da Costa was a member of the research staff
at the Xerox Corporation's Palo Alto Research Center, from 1991 to 1996. Dr. Da
Costa was a principal engineer at Versatec, a maker of electrostatic plotters,
from 1988 to 1991. Dr. Da Costa holds a Bachelor of Science degree in Physics
from California State University of Fresno, a

Master of Arts degree in Physics from the University of California at Davis and
a Ph.D. in Experimental Condensed Matter Physics from the University of
California at Davis.

PARVIZ KHODI has served as Silicon Image's Vice President of Worldwide Sales
since August 1998. Mr. Khodi joined Silicon Image in July 1998 as Director of
Asia Pacific Sales. From November 1987 to July 1998, Mr. Khodi worked at Chips
and Technologies, Inc., a maker of semiconductor chips principally for the
graphics market, where he held various technical and managerial sales positions,
most recently Director, Asia Pacific Sales. From 1986 to 1987, Mr. Khodi was a
field applications engineer at Touch Communications, Inc., a software networking
company. From 1984 to 1986, Mr. Khodi was an applications engineer at Intel.
Mr. Khodi holds Bachelor of Science and Master of Science degrees in Electrical
Engineering from the University of Kansas.

JALIL SHAIKH has served as Silicon Image's Vice President of Operations
since September 1996. From August 1994 to August 1996, he served as Director of
Engineering Operations for graphics and multimedia products at Trident
Microsystems, a designer, developer and marketer of digital media. From
July 1991 to August 1994, he served as Product Engineering Manager at Micro
Linear Corporation, an analog and mixed signal semiconductor company.
Mr. Shaikh holds a Master of Science degree in Electrical Engineering from
Rutgers, The State University of New Jersey and a Master of Business
Administration degree from the University of Phoenix.

EXECUTIVE COMPENSATION

OFFICER COMPENSATION

The following table sets forth all compensation awarded to, earned by or
paid for services rendered to Silicon Image in all capacities during the years
ended December 31, 1998 and 1999 by (i) our chief executive officer, (ii) the
four other most highly compensated executive officers other than the chief
executive officer who were serving as executive officers as of December 31, 1999
and whose salary and bonus for 1999 exceeded $100,000, and (iii) one other
individual who was an executive officer during 1999 and whose salary and bonus
for 1999 exceeded $100,000 (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

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

David D. Lee (1)...................................... 1999 $189,446 $2,178 500,000
Chairman of the Board and Chief Executive Officer 1998 144,473 -- --

Parviz Khodi (2)...................................... 1999 236,642 10,000 30,000
Vice President, Worldwide Sales 1998 83,211 10,000 120,000

Scott Macomber (3).................................... 1999 180,985 -- --
former Vice President, Business Strategy 1998 143,672 17,656 --

Daniel K. Atler....................................... 1999 166,320 -- 30,000
Vice President, Finance and Administration and Chief 1998 82,245 -- 170,000
Financial Officer

Jalil Shaikh.......................................... 1999 158,257 -- 40,000
Vice President, Operations 1998 133,289 -- 60,000

Victor M. Da Costa.................................... 1999 148,368 40,000
Vice President, Engineering 1998 120,621 -- 100,000

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

(1) Silicon Image authorized the sale of 150,000 shares of common stock to
Dr. Lee in October 1998, and the sale was completed in January 1999. The
price per share was $0.35, which the board of directors determined was the
fair market value of our common stock on the date of sale. We have a right
to repurchase these shares upon termination of employment, which right
lapses over a four-year period.

(2) Salary figures include sales commissions of $18,701 in 1998 and $68,672 in
1999.

(3) Silicon Image authorized the sale of 250,000 shares of common stock to
Mr. Macomber in October 1998, and the sale was completed in January 1999.
The price per share was $0.35, which the board of directors determined was
the fair market value of our common stock on the date of sale. Mr. Macomber
resigned from Silicon Image effective October 16, 1999. The compensation
information for Mr. Macomber above includes severance pay up to the end of
1999.

OPTION GRANTS IN LAST FISCAL YEAR

The following table shows information about each stock option granted during
1999 to each of the Named Executive Officers. In accordance with the rules of
the Securities and Exchange Commission, the table sets forth the hypothetical
gains or "option spreads" that would exist for the options at the end of their
respective ten-year terms. These gains are based on assumed rates of annual
compound stock price

appreciation of 5% and 10% from the date the option was granted to the end of
the option terms. The 5% and 10% assumed annual rates of stock price
appreciation are mandated by the rules of the Securities and Exchange Commission
and do not represent our estimate or projection of future common stock prices.

All options included in the following table are either incentive stock
options or nonqualified stock options. The options generally expire on the
earlier of ten years from the date of grant or three months after termination of
employment. The percentage numbers are based on an aggregate of 1,924,000
options granted to our employees during fiscal 1999.

PERCENTAGE POTENTIAL REALIZABLE VALUE AT
NUMBER OF OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES PRICE EXPIRATION -----------------------------
NAME GRANTED (#) IN 1999 PER SHARE ($) DATE 5% 10%
- ---- ----------- ---------- ------------- ---------- ------------- -------------

David D. Lee.......... 500,000 26.0% $33.50 11/10/09 $10,533,985 $26,695,186
Parviz Khodi.......... 30,000 1.6 5.75 8/18/09 157,840 353,511
Scott Macomber........ -- -- -- -- -- --
Daniel K. Atler....... 30,000 1.6 5.75 8/18/09 157,840 353,511
Jalil Shaikh.......... 40,000 2.1 5.75 8/18/09 210,453 471,348
Victor Da Costa....... 40,000 2.1 5.75 8/18/09 210,453 471,348

The option granted to Mr. Lee was granted under our 1999 Equity Incentive
Plan. The options granted to Messrs. Khodi, Atler, Shaikh and Da Costa were
granted outside of the 1995 Equity Incentive Plan of our California predecessor.
The exercise price of the option granted to Mr. Lee equaled the closing price
per share of our common stock on the Nasdaq National Market on the date of
grant. The exercise price of each of the options granted to Messrs. Khodi,
Atler, Shaikh and Da Costa equaled 85% of the fair market value of our common
stock on the date of grant, as determined by our board of directors. The option
granted to Mr. Lee becomes exercisable with respect to 25% of the shares on
November 11, 2000 and 2.083% of the shares each of the 36 months thereafter.
Each of the options granted to Messrs. Khodi, Atler, Shaikh and Da Costa becomes
exercisable with respect to 16% of the shares on August 19, 2000, 1.417% of the
shares each of the 24 months thereafter, and 4.167% of the shares each of the
12 months thereafter.

In addition, Steve Tirado, our Executive Vice President, Marketing and
Business Development joined us in 1999 and therefore was not included in the
tables related to summary compensation and option grants in 1999. Mr. Tirado has
an annual base salary of $225,000. In addition, Silicon Image authorized the
sale of 470,175 shares of common stock to Mr. Tirado in June 1999, and the sale
was completed in June 1999. The price per share was $2.00, which the board of
directors determined was the fair market value of our common stock on the date
of sale. We have a right to repurchase these shares upon termination of
employment, which right lapses over a four-year period.

AGGREGATED OPTION EXERCISES IN 1999 AND YEAR END OPTION VALUES

The following table sets forth the number of shares acquired upon the
exercise of stock options during 1999 and the number of shares covered by both
exercisable and unexercisable stock options held by each of the Named Executive
Officers at December 31, 1999. Also reported are values of unexercised
"in-the-money" options, which represent the positive spread between the
respective exercise prices of outstanding stock options and $70.0625, the
closing price per share of our common stock on December 31, 1999 on the Nasdaq
National Market. We have a right to repurchase the shares issued upon exercise
of

these options upon termination of the optionee's employment. Our right to
repurchase the shares lapses over a four-year period.

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES YEAR END (#) FISCAL YEAR END ($)
ACQUIRED ON VALUE ------------------------------- ---------------------------
NAME EXERCISE (#) (1) REALIZED ($) EXERCISABLE (2) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------------- ------------ --------------- ------------- ----------- -------------

David D. Lee......... -- $ -- -- 500,000 $ -- $18,281,250
Parviz Khodi......... 60,000 3,000 -- 30,000 -- 1,929,375
Scott Macomber....... 100,000 22,500 -- -- -- --
Daniel K. Atler...... -- -- -- 30,000 -- 1,929,375
Jalil Shaikh......... 133,000 36,375 -- 40,000 -- 2,572,500
Victor Da Costa...... -- -- 120,000 40,000 8,370,000 2,572,500

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

(1) Of these shares, the following numbers were vested as of December 31, 1999:
Parviz Khodi--no shares; Scott Macomber--100,000 shares; Jalil
Shaikh--56,000 shares.

(2) Of the shares issuable upon exercise of these options, the following numbers
were vested as of December 31, 1999: Victor Da Costa--39,167 shares.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

Silicon Image entered into severance agreements with both David Lee and
Scott Macomber on April 22, 1997, and amended and restated these agreements on
August 15, 1997. The agreements provide that if, on or before December 31, 2000,
the executive is terminated by Silicon Image other than for cause, or if the
executive resigns for good reason, the executive will continue to receive salary
at his current rate for six months and vesting of his stock and options will
accelerate, subject to limitations in the event of specified types of
acquisitions of Silicon Image. In addition, if either Dr. Lee or Mr. Macomber is
terminated for cause, or resigns without good reason, then Silicon Image may
elect to continue his salary for six months. During any period when Dr. Lee or
Mr. Macomber is receiving post-termination salary pursuant to the severance
agreement, he will be available to consult with Silicon Image from time to time
as Silicon Image may request, and he may not compete with Silicon Image in
defined geographical areas. In June 1999, Mr. Macomber's position at Silicon
Image changed from President to Vice President, Business Strategy. Our Board
recognized that these changes that had occurred in Mr. Macomber's title and
position constituted good reason as defined in the severance agreement, and that
Mr. Macomber would be entitled to the benefits described above if he resigned
from Silicon Image or if we terminated him without cause. Mr. Macomber resigned
in October 1999 and received the benefits described above. In January 2000,
Mr. Lee's severance agreement was amended to extend its term to December 31,
2003.

Silicon Image entered into an employment agreement with Daniel Atler on
June 15, 1998. In addition to describing Mr. Atler's initial title and
compensation, the agreement provides that Mr. Atler will continue to receive
salary at his current rate and benefits for six months in the event that his
employment terminates other than for cause. The agreement further provides that
vesting of Mr. Atler's stock and options will accelerate in part in the event of
a change in control of Silicon Image, subject to specific limitations. If
Mr. Atler's employment continues after a change in control of Silicon Image, his
options and restricted stock grants will continue to vest at an accelerated
rate.

Silicon Image entered into an employment agreement with Parviz Khodi on
June 10, 1999. In addition to describing Mr. Khodi's title and compensation, the
agreement provides for continuation of salary and commission for six months in
the event that there is a change in control of Silicon Image and Silicon Image
terminates Mr. Khodi's employment other than for cause, disability or death. The
agreement also provides that Mr. Khodi may purchase up to $10,000 of Silicon
Image's common stock at the end of each of eight fiscal quarters, commencing
with the fourth quarter of 1998, at the then current fair market value as

determined by the board of directors. Mr. Khodi has exercised this right by
purchasing a total of $40,000 of Silicon Image's stock to date. This stock
purchase opportunity expired upon the closing of Silicon Image's initial public
offering.

Silicon Image entered into a letter agreement with Steve Tirado in
June 1999. The agreement sets forth Mr. Tirado's title and provides for an
initial salary of $225,000 per year and a bonus of up to $50,000 in the first
year. Pursuant to the agreement, Silicon Image sold Mr. Tirado 470,175 shares of
common stock at the price of $2.00 per share. All of the shares initially are
subject to our right to repurchase the shares at cost if Mr. Tirado's employment
terminates, and this right lapses over a four-year period. The agreement
provides that Mr. Tirado will continue to receive salary at his current rate and
benefits for six months in the event his employment terminates other than for
cause. In November 1999, Silicon Image entered into an additional letter
agreement with Mr. Tirado which provides that instead of the bonus provided for
under the initial letter agreement, Mr. Tirado will be eligible for a bonus
determined after June 30, 2000 equal to the greater of the amount due to him
under the Executive Bonus Plan adopted by Silicon Image or $45,833.

In November 1999, the compensation committee adopted an executive bonus plan
for the period from October 1, 1999 to June 30, 2000. David Lee, Daniel Atler,
Victor Da Costa, Parviz Khodi, Jalil Shaikh and Steve Tirado are eligible to
receive a cash bonus based on a percentage of their respective base salaries
earned during this period. The applicable percentage ranges from zero to 65% and
is a function of Silicon Image's revenue and income from operations during this
period. The percentage for David Lee, as president of Silicon Image, will be
150% of the percentage for the vice presidents.

REPORT OF THE COMPENSATION COMMITTEE

This Report of the Compensation Committee is required by the Securities and
Exchange Commission and, in accordance with the Commission's rules, will not be
deemed to be part of or incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, except to the extent that Silicon Image specifically
incorporates this information by reference, and will not otherwise be deemed
"soliciting material" or "filed" under either the Securities Act of 1933 or the
Securities Exchange Act of 1934.

The Compensation Committee of the Board of Directors (the "Committee") sets
the base salaries of Silicon Image's executive officers, including the Chief
Executive Officer ("CEO"), and approves bonus programs for the executive
officers. While the Committee has from time to time made stock option grants to
Silicon Image's employees, including its executive officers, the Board of
Directors has continued to administer the issuance of stock options and other
awards under the 1999 Equity Incentive Plan. The Committee has complete
discretion in establishing the terms of stock option grants it makes. The
Committee is comprised of three independent non-employee directors whose names
appear below. None of these directors has interlocking relationships as defined
by the Commission. The following is a summary of policies of Silicon Image that
affect the compensation paid to executive officers, as reflected in the tables
and text set forth elsewhere in this Proxy Statement.

GENERAL COMPENSATION POLICY

Silicon Image's overall policy is to offer its executive officers cash-based
and equity-based compensation opportunities based on their personal performance
and the financial performance of Silicon Image and their contribution to that
performance. The principal factors taken into account in establishing each
executive's compensation package are summarized below. Additional factors may be
taken into account to a lesser degree and the relative weight given to each
factor varies with each individual in the discretion of the Committee. The
Committee may in its discretion apply entirely different factors, such as
different measures of financial performance, for future years.

CASH-BASED COMPENSATION. Silicon Image sets base salaries for executive
officers on the basis of personal performance, the financial performance of
Silicon Image and internal and industry comparability considerations.
Previously, bonuses were payable at the discretion of the Committee. In
November 1999, the Committee adopted an executive bonus plan for the period from
October 1, 1999 to June 30, 2000. Each of Silicon Image's executive officers is
eligible to receive a cash bonus based on a percentage of his base salary earned
during this period. The applicable percentage is a function of Silicon Image's
revenue and income from operations during this period.

LONG-TERM EQUITY-BASED COMPENSATION. Long-term equity incentives for
executive officers are effected through the granting of stock options. The
Committee believes that equity-based compensation in the form of stock options
links the interests of management and stockholders by focusing management on
increasing stockholder value. Stock options generally have value for the
executive only if the price of Silicon Image's common stock increases above the
exercise price determined on the option grant date and the executive remains
employed by Silicon Image for the period required for the shares to vest. Stock
options typically have been granted to executive officers when the executive
first joins Silicon Image, in connection with a significant change in
responsibilities, to achieve equity within a peer group, and to provide greater
incentives to continue employment with Silicon Image and to strive to increase
the value of Silicon Image's common stock. The Board of Directors or Committee
may, however, grant stock options to executives for other reasons. The number of
shares subject to each stock option granted is within the discretion of the
Board of Directors or Committee and may be based on the executive's level of
responsibility, anticipated future contribution and ability to impact corporate
results, past performance, consistency within the executive's peer group, the
number of existing option shares held by the executive at the time of the grant,
or other considerations. The relative weight given to these factors varies with
each executive in the sole discretion of the Board of Directors or Committee.

1999 EXECUTIVE COMPENSATION

CASH-BASED COMPENSATION. The Committee was formed in October 1998. Base
salaries for the period from January 1999 through September 1999 were previously
determined by Silicon Image management. In October 1999, the Committee
determined the base salaries of Silicon Image's CEO and vice presidents,
effective as of October 1999. David Lee, Silicon Image's CEO, made
recommendations with respect to the base salaries of the vice presidents after
review of a salary survey prepared by the Radford Division of Aon Consulting,
which provides compensation and benefits surveys to high-technology companies.

LONG-TERM EQUITY-BASED COMPENSATION. In 1999, the Board of Directors
granted stock options to four vice presidents and the Committee granted a stock
option to the CEO, in order to aid in the retention of these executive officers
and align their interests with those of the stockholders.

COMPANY PERFORMANCE AND CEO COMPENSATION. In October 1999, the Committee
determined the base salary for David Lee based on the criteria for cash-based
compensation set forth above and taking into account the increases in base
salaries awarded to Silicon Image's vice presidents at that time. Effective
October 1999, Mr. Lee's base salary became $250,000 per year. In 1999, Mr. Lee
also received a bonus of $2,178 in connection with the award of a patent to
Silicon Image. In November 1999, as an incentive to continue employment with
Silicon Image and to strive to increase the value of Silicon Image's common
stock, the Committee awarded Mr. Lee a stock option to purchase 500,000 shares
of common stock at an exercise price per share of $33.50, which option becomes
exercisable with respect to 25% of the shares in November 2000 and 2.083% of the
shares each month thereafter. In granting this option to Mr. Lee, the Committee
reviewed the number of shares that Mr. Lee owned as of the grant date and
Silicon Image's performance to date in 1999.

COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE. Internal
Revenue Code Section 162(m) limits Silicon Image's ability to deduct
compensation in excess of $1,000,000 in any taxable year to the individual who
is the CEO at the end of the taxable year and the four other highest compensated
officers

of Silicon Image during the taxable year. Cash compensation for 1999 for any
individual was not in excess of $1,000,000 and Silicon Image does not expect
cash compensation for 2000 to be in excess of $1,000,000 for any individual.

COMPENSATION COMMITTEE
Herbert Chang
Andrew S. Rappaport
Ronald V. Schmidt

PERFORMANCE GRAPH

The stock price performance graph below is required by the SEC and shall not
be deemed to be incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent Silicon Image
specifically incorporates this information by reference and shall not otherwise
be deemed soliciting material or filed under such acts.

The following graph shows a comparison of cumulative total stockholder
return, calculated on a dividend reinvested basis, for Silicon Image, the Nasdaq
Composite Stock Market Index (US) and the S&P Technology Index. The graph
assumes that $100 was invested in Silicon Image's common stock, the Nasdaq
Composite Stock Market (US) and the S&P Technology Index from the date of the
Silicon Image's initial public offering on October 6, 1999 through December 31,
1999. Note that historic stock price performance is not necessarily indicative
of future stock price performance.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

CUMULATIVE TOTAL RETURN

Based upon an initial investment of $100 on October 6, 1999
with dividends reinvested
6-Oct-99 31-Oct-99 30-Nov-99 31-Dec-99
Silicon Image, Inc. $100 $368 $358 $584
Nasdaq US $100 $117 $129 $146
S&P-Registered Trademark- Technology Index $100 $98 $109 $130

$100 Initial Investment on October 6, 1999

SILICON IMAGE NASDAQ COMPOSITE INDEX S&P TECHNOLOGY INDEX
------------- ---------------------- --------------------

October 31, 1999......................... $368 $117 $ 98
November 30, 1999........................ 358 129 109
December 31, 1999........................ 584 146 130

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From January 1, 1999 to the present, there have been no (and there are no
currently proposed) transactions in which the amount involved exceeded $60,000
to which we or any of our subsidiaries was (or is to be) a party and in which
any executive officer, director, 5% beneficial owner of our common stock or
member of the immediate family of any of the foregoing persons had (or will
have) a pecuniary interest, except as described in the Director Compensation and
Executive Compensation sections above and as set forth below.

RESTRICTED STOCK. The following officers purchased shares of our common
stock in exchange for full recourse promissory notes issued to us. Except as
otherwise noted below, we have a right to repurchase these shares, which right
lapses over a four-year period with respect to 25% of the shares after one year
and 2.0833% each month thereafter. Except as otherwise noted below, the full
principal amount and accrued interest under each promissory note remain
outstanding. The terms of the restricted stock purchases are summarized below:

BALANCE AS
PRINCIPAL OF
DATE OF NUMBER OF PRICE PER AMOUNT OF INTEREST FEBRUARY 29,
NAME PURCHASE SHARES SHARE NOTE DATE DUE RATE 2000
- ---- ------------- ---------- --------- ---------- ------------- -------- -------------

Daniel K. Atler.................. June 1, 1999 60,000 $1.00 $ 60,000 June 1, 2004 5.30% $ 62,410
Parviz Khodi(1).................. Feb. 24, 1999 30,000 0.25 7,500 Feb. 24, 2004 7.75 8,101
Feb. 24, 1999 30,000 0.35 10,500 Feb. 24, 2004 7.75 11,341
June 1, 1999 60,000 1.00 60,000 June 1, 2004 5.30 62,410
June 1, 1999 20,000 1.00 20,000 June 1, 2004 5.30 20,803
Sep. 13, 1999 2,000 5.00 10,000 Sep. 13, 2004 5.98 10,281
David Lee........................ Jan. 29, 1999 150,000 0.35 52,500 Jan. 29, 2004 4.64 55,174
Jalil Shaikh(2).................. June 15, 1999 30,000 1.25 37,500 June 15, 2004 5.30 --
Steve Tirado..................... June 21, 1999 470,175 2.00 940,350 June 21, 2004 5.30 975,353

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

(1) The shares purchased by Parviz Khodi on June 1, 1999 and September 13, 1999
are not subject to a right of repurchase on behalf of Silicon Image.

(2) Jalil Shaikh repaid all principal and accrued interest under this note.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than 10% of our common stock
("10% Stockholders"), to file with the Securities and Exchange Commission
initial reports of ownership on a Form 3 and reports of changes in ownership of
our common stock and other equity securities on a Form 4 or Form 5. Such
executive officers, directors and 10% Stockholders are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms furnished to us and
written representations from the executive officers and directors, we believe
that all of our executive officers, directors and 10% Stockholders made all the
necessary filings under Section 16(a) during 1999.

STOCKHOLDER PROPOSALS

Stockholder proposals for inclusion in Silicon Image's Proxy Statement and
form of proxy relating to Silicon Image's annual meeting of stockholders to be
held in 2001 must be received by December 12, 2000. Stockholders wishing to
bring a proposal before the annual meeting for 2001 (but not include it in
Silicon Image's proxy materials) must provide written notice of such proposal to
the Secretary of Silicon Image at the principal executive offices of Silicon
Image no later than March 24, 2001.

OTHER BUSINESS

The Board does not presently intend to bring any other business before the
Annual Meeting, and, so far as is known to the Board, no matters are to be
brought before the Annual Meeting except as specified in the Notice of the
Annual Meeting. As to any business that may properly come before the Annual
Meeting, however, it is intended that proxies, in the form enclosed, will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.

Whether or not you expect to attend the meeting, please complete, date, sign
and promptly return the accompanying proxy in the enclosed postage paid envelope
so that your shares may be represented at the meeting.

PROXY
SILICON IMAGE, INC.

Annual Meeting of Stockholders - May 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David D. Lee and Daniel K. Atler, and
each of them, as proxies of the undersigned, each with full power to appoint
his substitute, and hereby authorizes them to represent and to vote all the
shares of stock of Silicon Image, Inc. which the undersigned is entitled to
vote, as specified on the reverse side of this card, at the Annual Meeting of
Stockholders of Silicon Image, Inc. to be held at our headquarters located at
1060 East Arques Ave., Sunnyvale, California, on Tuesday, May 23, 2000 at 2
p.m., local time, and at any adjournment or postponement thereof.

When this Proxy is properly executed, the shares to which this Proxy
relates will be voted as specified and, if no specification is made, will be
voted for the Board of Director nominees and for Proposal No. 2 and this
Proxy authorizes the above designated Proxies to vote in their discretion on
such other business as may properly come before the meeting or any
adjournments or postponements thereof to the extent authorized by Rule
14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

SEE REVERSE SIDE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

- FOLD AND DETACH HERE -

Please mark your votes as indicated in this example /X/

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS:

1. ELECTION OF CLASS I DIRECTORS.

Nominees: Herbert Chang Sang-Chul Han

FOR / / AGAINST / / ABSTAIN / /

Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:

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

2. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS SILICON
IMAGE'S INDEPENDENT ACCOUNTANTS.

FOR / / AGAINST / / ABSTAIN / /

Mark here for address change and note below / /

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. IF SHARES OF
STOCK STAND OF RECORD IN THE NAMES OF TWO OR MORE PERSONS OR IN THE NAME OF
HUSBAND AND WIFE, WHETHER AS JOINT TENANTS OR OTHERWISE, BOTH OR ALL OF SUCH
PERSONS SHOULD SIGN THIS PROXY. IF SHARES OF STOCK ARE HELD OF RECORD BY A
CORPORATION, THIS PROXY SHOULD BE EXECUTED BY THE PRESIDENT OR VICE PRESIDENT
AND THE SECRETARY OR ASSISTANT SECRETARY. EXECUTORS, ADMINISTRATORS OR OTHER
FIDUCIARIES WHO EXECUTE THIS PROXY FOR A DECEASED STOCKHOLDER SHOULD GIVE
THEIR FULL TITLE. PLEASE DATE THIS PROXY.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.

Signature: ___________________________________ Date: _____________________

- FOLD AND DETACH HERE -