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

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P.F. Chang’s China Bistro, Inc.

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P.F. CHANG’S CHINA BISTRO, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

      You are invited to attend the Annual Meeting of the Stockholders of P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Company”), which will be held on April 26, 2000, at 8:00 a.m., local time, at P.F. Chang’s China Bistro, located at 7132 East Greenway Parkway, Phoenix, Arizona 85254 (480) 367-2999, for the following purposes:

	1.	To elect a Board of Directors. Management has nominated the following people for election at the meeting: Richard L. Federico, Paul M. Fleming, J. Michael Chu, R. Michael Welborn, James G. Shennan, Jr. and Lane Cardwell.
	2.	To approve an amendment to the P.F. Chang’s China Bistro, Inc. 1998 Stock Option Plan to increase the number of shares reserved for issuance thereunder by 400,000 shares.
	3.	To ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2000.
	4.	To transact such other business as may properly come before the meeting.

      Stockholders of record at the close of business on March 3, 2000, are entitled to notice of, and to vote at, this meeting and any adjournments thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relating to the meeting during ordinary business hours at the Company.

	By Order of the Board of Directors,
	/s/ ROBERT T. VIVIAN
	ROBERT T. VIVIAN
	Chief Financial Officer/ Secretary

Phoenix, Arizona

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P.F. CHANG’S CHINA BISTRO, INC.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

       The accompanying proxy is solicited by the Board of Directors of P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Company”), for use at the Annual Meeting of Stockholders to be held April 26, 2000, or any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. The date of this Proxy Statement is March 20, 2000, the approximate date on which this Proxy Statement and the accompanying form of proxy were first sent or given to stockholders.

General Information

      Annual Report. An annual report on Form 10-K for the fiscal year ended January 2, 2000, is enclosed with this Proxy Statement.

      Voting Securities. Only stockholders of record as of the close of business on March 3, 2000, will be entitled to vote at the meeting and any adjournment thereof. As of that date, there were 10,265,257 shares of Common Stock of the Company, par value $0.001 per share, issued and outstanding. Stockholders may vote in person or by proxy. Each holder of shares of Common Stock is entitled to one (1) vote for each share of stock held on the proposals presented in this Proxy Statement. The Company’s by-laws provide that a majority of all of the shares of the stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum.

      Solicitation of Proxies. The cost of soliciting proxies will be borne by the Company. The Company will solicit stockholders by mail through its regular employees and will request banks and brokers, and other custodians, nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for their reasonable, out-of-pocket costs. The Company also may use the services of its officers, directors, and others to solicit proxies, personally or by telephone, without additional compensation.

      Voting of Proxies. All valid proxies received prior to the meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted in favor of the director-nominees and the proposals. A stockholder giving a proxy has the power to revoke his or her proxy, at any time prior to the time it is voted, by delivery to the Secretary of the Company of a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information, as of February 15, 1999, with respect to the beneficial ownership of the Company’s Common Stock by (i) all persons known by the Company to be the beneficial owners of more than 5% of the outstanding Common Stock of the Company, (ii) each director and director-nominee of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table and (iv) all executive officers and directors of the Company as a group.

	(1)	Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws, where applicable.
	(2)	Except as otherwise indicated, the address for each beneficial owner is c/o the Company, 5090 N. 40th Street, Suite 160, Phoenix, AZ 85018.
	(3)	Calculated on the basis of 10,265,257 shares of Common Stock outstanding, except that shares of Common Stock underlying options exercisable within 60 days of February 15, 2000 are deemed to be outstanding for purposes of calculating the beneficial ownership of securities of the holders of such options.
	(4)	Includes 286,640 shares subject to options which are exercisable within 60 days of February 15, 2000.
	(5)	Includes 257,079 shares held by Oak Investment Partners VI, Limited Partnership and 1,268 shares held by Oak VI Affiliates Fund, Limited Partnership. Gerald Gallagher, a director of the Company, is a partner of Oak Investment Partners with certain voting and investment power over such shares. Although Mr. Gallagher may be deemed to be a beneficial owner of such shares, he disclaims all such beneficial ownership except to the extent of any pecuniary interest therein which he may have.
	(6)	Includes 15,000 shares subject to options which are exercisable within 60 days of February 15, 2000.
	(7)	Includes 423,965 shares subject to options which are exercisable within 60 days of February 15, 2000.
	(8)	Includes 127,490 shares subject to options which are exercisable within 60 days of February 15, 2000.

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	(9)	Includes 32,500 shares subject to options which are exercisable within 60 days of February 15, 2000.

(10)	Includes 15,000 shares subject to options which are exercisable within 60 days of February 15, 2000.
(11)	Includes 66,500 shares subject to options which are exercisable within 60 days of February 15, 2000.
(12)	Includes 42,000 shares subject to options which are exercisable within 60 days of February 15, 2000.
(13)	Includes 1,009,095 shares subject to options which are exercisable within 60  days of February 15, 2000.

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PROPOSAL NUMBER ONE

      Director Nominees. The table below sets forth the Company’s directors, and certain information, as of February 15, 2000, with respect to age and background.

      Richard L. Federico joined the Company as President and a director in February 1996 and in September 1997 succeeded Paul M. Fleming as Chief Executive Officer. From February 1989 to January 1996 Mr. Federico served as President of the Italian Concepts division of Brinker International, Inc. where he was responsible for concept development and operations. Under his direction, this division grew from one unit in 1989 to more than 70 units by 1996.

      Paul M. Fleming founded the Company in January 1996 and has served as a director of the Company since that time. Mr. Fleming also served as Chief Executive Officer of the Company from January 1996 to September 1997. From November 1992 to February 1996, Mr. Fleming served as President of Fleming Chinese Restaurants, Inc., the entity which opened, developed and managed the first four P.F. Chang’s restaurants, each of which were owned by separate entities and were located in Scottsdale, Arizona and Irvine, Newport Beach and La Jolla, California. In addition, from 1983 to 1996, Mr. Fleming was also a franchisee of Ruth’s Chris Steakhouse, Inc.

      J. Michael Chu has served as a director of the Company since February 1996. Mr. Chu has been a Managing Director of Catterton-Simon Partners, a venture capital firm, since 1990. Mr. Chu also serves on the boards of directors of several private companies.

      Gerald R. Gallagher has served as a director of the Company since February 1996. He has been a General Partner of Oak Investment Partners, a venture capital firm, since May 1987. Mr. Gallagher also serves on the boards of directors of several private companies.

      R. Michael Welborn has served as a director of the Company since August 1996. Mr. Welborn has served as Chairman of Bank One, Arizona, N.A., a commercial bank, since January 1996. From September 1993 to December 1995 he served as Managing Director of The Venture West Group, a merchant bank. From May 1988 to September 1993 Mr. Welborn served as Chairman of Citibank of Arizona. Mr. Welborn also serves on the boards of directors of Bank One, Arizona, N.A. and a private company.

      James G. Shennan, Jr. has served as a director of the Company since May 1997. He has been a principal of Trinity Ventures, a venture capital firm, since June 1989. Mr. Shennan also serves on the boards of directors of Starbuck’s Corporation, Quokka Sports, Inc. and a number of privately-held, consumer-oriented companies in which Trinity Ventures is an investor.

      Lane Cardwell has served as a director of the Company since October 1999. Mr. Cardwell has spent over 20 years in the restaurant industry, most recently as the President of Eatzi’s Market and Bakery from 1996 to 1999. Prior to joining Eatzi’s in 1996, Mr. Cardwell was Executive Vice President, Chief Administrative Officer and a member of the board of directors of Brinker International, Inc.

      Currently, all directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of the Company’s Board of Directors. There are no family relationships among the directors or officers of the Company.

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      During the fiscal year ended January 2, 2000, the Board held four (4) meetings. Each director serving on the Board in fiscal year 1999 attended at least 75% of the meetings of the Board and the Committees on which they served.

      The Company has two standing committees, an Audit Committee and a Compensation Committee.

      The Audit Committee’s function is to review with the Company’s independent accountants and management the annual financial statements and independent accountants’ opinion, review the scope and results of the examination of the Company’s financial statements by the independent accountants, approve all professional services performed by the independent accountants and related fees, recommend the retention of the independent accountants to the Board and periodically review the Company’s accounting policies and internal accounting and financial controls. The members of the Audit Committee are J. Michael Chu and R. Michael Welborn. The Audit Committee met once during the fiscal year ended January 2, 2000.

      The Compensation Committee’s function is to review and approve salary and bonus levels and stock option grants for executive officers and key employees. The members of the Compensation Committee are Gerald R. Gallagher and R. Michael Welborn. During the fiscal year ended January 2, 2000, the Compensation Committee held three meetings. For additional information concerning the Compensation Committee, see “REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION.”

      Management’s nominees for election at the Annual Meeting of Stockholders to the Board of Directors are Richard L. Federico, Paul M. Fleming, J. Michael Chu, R. Michael Welborn, James G. Shennan, Jr. and Lane Cardwell. If elected, the nominees will serve as directors until the Company’s Annual Meeting of Stockholders in 2001, and until their successors are elected and qualified. If a nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although Management knows of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominee as Management may designate.

      If a quorum is present and voting, the seven nominees for the positions of directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the outcome of the vote. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES NAMED ABOVE.

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PROPOSAL NUMBER TWO

      The P.F. Chang’s China Bistro, Inc. 1998 Stock Option Plan (the “1998 Plan”) provides for the grant of stock options to employees, directors and consultants of the company. The Company believes that its ability to other stock options is an important factor in attracting, retaining and motivating employees and other service providers in a competitive marketplace.

      A stock option enables it recipient to purchase a specified number of shares of Common Stock at a price determined at the time the option is granted. If the Company’s stock price increases, the optionee may benefit by exercising the stock option to purchase shares of Common Stock at the fixed price and selling them at the higher market price. Stock options are often said to align the optionee’s interests with those of the stockholders because they are intended to motivate optionees to work in ways that increase the value of the Company’s Common Stock. In addition, because stock options typically become exercisable in periodic installments over a number of years of continued service, they provide optionees with an incentive to continue to provide services to the Company.

      The 1998 Plan enables the Company to grant stock options on a discretionary basis to employees, directors and consultants of the Company. It also establishes a program of periodic, automatic grants of stock options to the non-employee members of the Board. The key terms of these non-employee director options are specified in the 1998 Plan and are non-discretionary. Stock options granted under the 1998 Plan may be incentive stock options governed by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or nonstatutory options.

Proposed amendment

      To ensure that the Company will continue to have a reasonable number of shares available for future stock option grants, the Board has adopted an amendment to the 1998 Plan, subject to stockholder approval, to increase the number of shares of Common Stock authorized for issuance under the 1998 Plan by 400,000 shares. The Company now seeks stockholder approval of this amendment.

      As of January 2, 2000, there were 7,225 shares of Common Stock available for future grants under the 1998 Plan, not including the shares subject to this proposal. The Board believes that this number will not be sufficient to meet the Company’s anticipated needs.

Summary of the Provisions of the 1998 Stock Option Plan

      The following summary of the Company’s 1998 Stock Option Plan (the “1998 Plan”) is qualified in its entirety by the specific language of the 1998 Plan, a copy of which is available to any stockholder upon request.

      General. The 1998 Plan provides for the grant of Incentive Stock Options (“ISO’s”) and nonstatutory stock options. As of January 2, 2000, the Company had issued options under the 1998 Plan to purchase an aggregate of 272,775 shares at a weighted average exercise price of $18.55 per share.

      Shares Subject to Plan. A total of 280,000 shares of the Company’s Common Stock (the “Share Reserve”) have been reserved for issuance under the Company’s 1998 Stock Option Plan (the “1998 Option Plan”). In addition, the Share Reserve will be increased if any outstanding options issued under the 1997 Restaurant Management Plan and the 1996 Employee Stock Option Plan (collectively, the “Prior Plans”) expire or are canceled, or if the Company exercises its right to repurchase unvested shares of stock which were acquired upon exercise of options granted under the Prior Plans. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, appropriate adjustments will be made to the shares subject to the 1998 Plan, and to outstanding options. To the extent any outstanding option under the 1998 Plan expires or terminates prior to exercise in full or if shares issued upon exercise of an option are repurchased by the Company, the shares of Common Stock for which such option is not exercised or the repurchased shares are returned to the 1998 Plan and will again be available for issuance under the 1998 Plan.

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      Administration. The 1998 Plan is administered by the Board of Directors or the Compensation Committee of the Board (hereinafter referred to as the “Board”). With respect to the participation of individuals whose transactions in the Company’s equity securities are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the 1997 Plan must be administered in compliance with the requirements, if any, of Rule 16b-3 under the Exchange Act. Subject to the provisions of the 1998 Plan, the Board determines the persons to whom options are to be granted, the number of shares to be covered by each option, whether an option is to be an ISO or a nonstatutory stock option, the terms of vesting and exercisability of each option, including the effect thereon of an optionee’s termination of service, the type of consideration to be paid to the Company upon exercise of an option, the duration of each option, and all other terms and conditions of the options. The 1998 Plan also provides, subject to certain limitations, for indemnification by the Company of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 1998 Plan. The Board will interpret the 1998 Plan and options granted thereunder, and all determinations of the Board will be final and binding on all persons having an interest in the 1998 Plan or any option.

      Eligibility. Generally, all employees, directors and consultants of the Company or of any present or future parent or subsidiary corporations of the Company are eligible to participate in the 1998 Plan. In addition, the 1998 Plan also permits the grant of options to prospective employees, consultants and directors in connection with written offers of employment or engagement. Any person eligible under the 1998 Plan may be granted a nonstatutory option. However, only employees may be granted ISOs. The 1998 Plan includes an automatic grant program for outside directors. Pursuant to this program, each outside director will be granted an option to purchase 15,000 shares of Common Stock at the time he or she is first elected or appointed a director of the Company. In addition, each outside director remaining in office on the day following each annual meeting of stockholders will be granted an option to purchase 7,500 shares.

      Terms and Conditions of Options. Each option granted under the 1998 Plan is evidenced by a written agreement between the Company and the optionee specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the 1998 Plan. The exercise price per share must equal at least the fair market value of a share of the Company’s Common Stock on the date of grant of an ISO and at least 85% of the fair market value of a share of the Common Stock on the date of grant of a nonstatutory stock option. The exercise price of any ISO granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “10% Stockholder”) must be at least 110% of the fair market value of a share of the Company’s Common Stock on the date of grant. The fair market value of the Company’s Common Stock is based on the trading price of the Company’s shares in the Nasdaq National Market.

      Generally, the exercise price may be paid in cash, by check, or in cash equivalent, by tender of shares of the Company’s Common Stock owned by the optionee having a fair market value not less than the exercise price, by the assignment of the proceeds of a sale or a loan with respect to some or all of the shares of Common Stock being acquired upon the exercise of the option, by means of a promissory note, by any lawful method approved by the Board or by any combination of these. The Board may nevertheless restrict the forms of payment permitted in connection with any option grant.

      Options granted under the 1998 Plan will become exercisable and vested at such times as specified by the Board. Generally, options granted under the 1998 Plan are exercisable on and after the date of grant, subject to the right of the Company to reacquire at the optionee’s exercise price any unvested shares held by the optionee upon termination of employment or service with the Company or if the optionee attempts to transfer any unvested shares. Shares subject to options generally vest in installments, subject to the optionee’s continued employment or service. Currently, the maximum term of ISOs granted under the 1998 Plan is ten years, except that an ISO granted to a 10% Stockholder may not have a term longer than five years. The 1998 Plan authorizes the Board to grant nonstatutory stock options having a term in excess of ten years. Options are nontransferable by the optionee other than by will or by the laws of descent and distribution and are exercisable during the optionee’s lifetime only by the optionee.

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      Change in Control. The 1998 Plan provides that a “Change in Control” occurs in the event of (i) a sale or exchange by the stockholders of more than 50% of the Company’s voting stock, (ii) a merger or consolidation involving the Company, (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, or (iv) a liquidation or dissolution of the Company, wherein, upon any such event, the stockholders of the Company immediately before such event do not retain direct or indirect beneficial ownership of at least 50% of the total combined voting power of the voting stock of the Company, its successor, or the corporation to which the assets of the Company were transferred. Upon a Change in Control, the Board may arrange for the acquiring or successor corporation to assume or substitute new options for the options outstanding under the 1998 Plan. To the extent that the options outstanding under the 1998 Plan are not assumed, substituted for, or exercised prior to such event, they will terminate.

      Termination or Amendment. The Board may terminate or amend the 1998 Plan at any time, but, without stockholder approval, the Board may not amend the 1998 Plan to increase the total number of shares of Common Stock reserved for issuance thereunder, change the class of persons eligible to receive ISOs, or expand the class of persons eligible to receive nonstatutory stock options. No amendment may adversely affect an outstanding option without the consent of the optionee, unless the amendment is required to preserve the option’s status as an ISO or is necessary to comply with any applicable law.

Summary of Federal Income Tax Consequences of the 1998 Plan

      The following summary is intended only as a general guide as to the United States federal income tax consequences under current law of participation in the 1998 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

      ISOs. An optionee recognizes no taxable income for regular income tax purposes as the result of the grant or exercise of an ISO qualifying under Section 422 of the Code. Optionees who do not dispose of their shares for two years following the date the option was granted or within one year following the exercise of the option will normally recognize a mid-term or long-term capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year from the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the determination date (as discussed under “Nonstatutory Stock Options” below) and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. A capital gain or loss will be long-term if the optionee’s holding period is more than 12 months. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder.

      The difference between the option exercise price and the fair market value of the shares on the determination date of an ISO (as discussed below) is an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

      Nonstatutory Stock Options. Options not designated or qualifying as ISOs will be nonstatutory stock options. Nonstatutory stock options have no special tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income in an amount equal to the difference between the option exercise price and the fair market value of the shares on the determination date (as defined below). If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The

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Vote required and Board of Directors recommendation

      The affirmative vote of a majority of the votes cast on the proposal at the annual meeting of stockholders, at which a quorum representing a majority of all outstanding shares of the Company’s common stock is present, either in person or by proxy, is required for approval of this proposal. Votes for or against, abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum. However, abstentions and broker non-votes will have no effect on the outcome of this vote.

      The Board of Directors believes that approval of the increase in the number of shares reserved for issuance under the 1998 Plan is in the best interest of P.F. Chang’s China Bistro, Inc. and its stockholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE 1998 PLAN.

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PROPOSAL NUMBER THREE

      The board of directors has selected Ernst & Young LLP as independent auditors to audit our financial statements for the fiscal year ending December 31, 2000. Ernst & Young LLP has acted in such capacity since its appointment during the fiscal year ended December 31, 1995. A representative of Ernst & Young LLP is expected to be present at the annual meeting of stockholders with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.

Vote required and board of directors’ recommendation

      The affirmative vote of a majority of the votes cast at the annual meeting of stockholders, at which a quorum representing a majority of all outstanding shares of P.F. Chang’s China Bistro common stock is present and voting, either in person or by proxy, is required for approval of this proposal. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will not be counted as having been voted on the proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPOINTMENT OF ERNST & YOUNG LLP AS P.F. CHANG’S CHINA BISTRO’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.

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EXECUTIVE COMPENSATION AND OTHER MATTERS

      Executive Officers. The following executive officers of the Company held the following positions as of February 15, 2000:

      Mr. Federico is being considered for re-election to the position of director of the Company. See “Director Nominees” for a discussion of Mr. Federico’s business experience.

      Robert T. Vivian has served as Chief Financial Officer and Secretary since April 1996. From January 1991 to April 1996, Mr. Vivian served in a variety of positions at Brinker International, Inc., the most recent of which was Vice President of Investor Relations. In this capacity, Mr. Vivian was responsible for dissemination of financial information and corporate communications to Brinker’s stockholders.

      Frank Ziska has served as Chief Development Officer since June 1998. Prior to joining the Company, from 1994 to June 1998, Mr. Ziska served as Managing Director of United States and Canadian Operations for Cushman & Wakefield Worldwide, a real estate brokerage firm. Prior to that time, beginning in 1989, Mr. Ziska served as Managing Director and Branch Manager of Arizona Operations for Cushman & Wakefield of Arizona, Inc.

      Gregory C. Carey has served as Chief Operating Officer of the Company since August 1998. From June 1994 to August 1998, Mr. Carey served as Chief Operating Officer for Rainforest Cafe Inc. where he was responsible for operations as well as site selection, design and implementation. From July 1989 to June 1994, Mr. Carey was Senior General Manager for Restaurants Unlimited, Inc.

      The following table sets forth information for the fiscal year ended January 2, 2000 concerning the compensation of the Chief Executive Officer of the Company and each of the other most highly compensated executive officers of the Company as of January 2, 2000, whose total salary and bonus for the year ended January 2, 2000, exceeded $100,000.

Summary Compensation Table

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      The following table provides the specified information concerning grants of options to purchase the Company’s Common Stock made during the fiscal year ended January 2, 2000, to the persons named in the Summary Compensation Table.

Option Grants in Fiscal Year 1999

      The following table provides the specified information concerning unexercised options held as of January 2, 2000, by the persons named in the Summary Compensation Table.

Aggregated Option Exercises

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(3)	Value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate market value of the shares of Common Stock acquired on the date of exercise.

Compensation of Directors

      Directors who are not employees of the Company do not receive any compensation for serving on the Company’s Board of Directors. The Company reimburses non-employee directors for reasonable costs and expenses incurred in attending Board of Directors’ meetings. Mr. Welborn, the only director who is not a member of management and who is not affiliated with any of the Company’s venture capital investors, received a non-qualified stock option to purchase 25,000 shares of Common Stock, at an exercise price of $2.40 per share in August 1996, 2,500 shares at an exercise price of $25.81 in May 1999 and 5,000 shares at an exercise price of $22.75 in June 1999, all subject to vesting over a five year period. Mr. Shennan and Mr. Cardwell each received a non-qualified stock option to purchase 15,000 shares of Common Stock, at an exercise price of $19.75 per share in October 1999, subject to vesting over a five year period. Non-employee directors are eligible to participate in the automatic option grant program whereby, upon election or re-election, each director receives a non-qualified stock option for shares of the Company’s Common Stock. Directors who are employees of the Company receive no additional compensation for serving on the Board of Directors.

Compensation Committee Interlocks and Insider Participation

      During the last fiscal year, executive compensation was administered by the Compensation Committee comprised of two non-employee directors of the Company, Gerald R. Gallagher and R. Michael Welborn. Mr. Federico, the Company’s President and Chief Executive Officer during the last fiscal year, participated in the deliberations of the Compensation Committee regarding executive compensation that occurred during 1999, but did not take part in the deliberations regarding his own compensation. Mr. Federico’s participation in the deliberations of the Compensation Committee included providing information on the performance of people who work at the Company and advisory recommendations regarding appropriate levels of compensation for the Company’s officers.

Employment Contracts and Termination of Employment and Change-in-Control Arrangements

      The Company entered into an employment agreement with Paul M. Fleming on January 1, 1996. Pursuant to the terms of the agreement, Mr. Fleming is currently serving as a director and was an employee of the Company for a term which expired December 31, 1998. On September 2, 1998, the Company amended the employment agreement to provide for Mr. Fleming’s transition from an employee of the Company to a consultant of the Company. Pursuant to the terms of the employment agreement, as amended, the Company shall retain Mr. Fleming as a consultant and shall nominate him as a director each year during the period beginning January 1, 1999 and ending December 31, 2000. Until December 31, 1998, Mr. Fleming was entitled to a base salary and a bonus equal to 50% of such base salary. Beginning January 1, 1999, Mr. Fleming was compensated for services rendered as a consultant and reimbursed for all actual, out-of-pocket expenses incurred in providing such services to the Company. The agreement prohibits Mr. Fleming from competing with the Company in the area of Chinese and Asian food concepts during the term of the agreement and for two years after the termination thereof.

Registration Rights

      Executive officers, directors, principal stockholders and affiliates of such individuals or entities holding approximately 676,365 shares of Common Stock or their permitted transferees (the “Holders”) are entitled to certain rights with respect to the registration of such shares under the Securities Act of 1933, as amended (the “Securities Act”) (taking into account the exercise of outstanding options). Under the terms of agreements between the Company and such Holders, if the Company proposes to register any of its securities under the Securities Act for its own account, such Holders are entitled to notice of such registration and are entitled to include shares of Common Stock therein, provided, among other conditions, that the underwriters of any such offering have the right to limit the number of shares included in such registration.

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Certain Relationships and Related Transactions

      Since January 1998, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which the Company was or is to be a party in which the amount involved exceeds $60,000, and in which any director, executive officer or holder of more than 5% of any class at voting securities of the Company and members of such person’s family had or will have a direct or indirect material interest.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers, directors and persons who beneficially own more than 10% of the Company’s Common Stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by such persons.

      Based solely on the Company’s review of such forms furnished to the Company and written representations from certain reporting persons, the Company believes that all filing requirements applicable to the Company’s executive officers, directors and more than 10% stockholders were complied with and filed in a timely manner.

REPORT OF THE COMPENSATION COMMITTEE

      Gerald R. Gallagher and R. Michael Welborn are members of the Compensation Committee (“Committee”). Each of these individuals is a non-employee member of the Company’s Board of Directors. For fiscal year ended 1999, all decisions concerning executive compensation were made by the Committee. The Committee is responsible for setting and administering the policies governing annual compensation of the executive officers of the Company. The Committee reviews the President’s recommendations regarding the performance and compensation levels for executive officers, other than the Company’s President and Chief Executive Officer.

Overview

      The goals of the Company’s executive officer compensation policies are to attract, retain and reward executive officers who contribute to the Company’s success, to align executive officer compensation with the Company’s performance and to motivate executive officers to achieve the Company’s business objectives. The Company uses salary, bonus compensation and option grants to attain these goals. The Committee reviews compensation surveys and other data to enable the Committee to compare the Company’s compensation package with that of similarly-sized restaurant.

Salary

      Base salaries of executive officers are reviewed annually, and if deemed appropriate, adjustments are made based on individual executive officer performance, scope of responsibilities and levels paid by similarly-sized restaurant companies. In determining the salaries of the executive officers, the Committee considered information provided by the Company’s Chief Financial Officer, and may from time to time consider salary surveys and similar data prepared by an employment compensation consulting firm.

      The President and Chief Executive Officer is responsible for evaluating the performance of all other executive officers and recommends salary adjustments which are reviewed and approved by the Committee. In addition to considering the performance of individual executive officers and information concerning competitive salaries, significant weight is placed on the financial performance of the Company in considering salary adjustments.

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Bonus Compensation

      Cash bonuses for each executive officer are set annually by the Committee and are specifically weighted for identified financial, management, strategic and operational goals. Performance against the established goals is determined annually by the Committee and, based on such determination, the Committee approves payment of appropriate bonuses.

Stock Options

      The Company strongly believes that equity ownership by executive officers provides incentives to build stockholder value and align the interests of executive officers with the stockholders. The size of an initial option grant to an executive officer has generally been determined with reference to similarly-sized restaurant companies, the responsibilities and future contributions of the executive officer, as well as recruitment and retention considerations. In fiscal 1999, the President and Chief Executive Officer recommended to the Board of Directors, and the Board of Directors approved, stock option grants under the 1998 Plan to certain of the executive officers.

Compensation of Chief Executive Officer

      Richard L. Federico has served as the President of the Company since February 1996 and Chief Executive Officer of the Company since September 1997. Mr. Federico’s fiscal 1999 compensation, including a base salary of $325,000, was set by the Committee in September 1998. The Committee reviewed Mr. Federico’s performance with regard to performance objectives, weighted among specific personal and corporate objectives, in determining his eligibility for bonus compensation. Mr. Federico’s bonus compensation earned in fiscal 1999 was $219,000.

Deductibility of Executive Compensation

      The Company has considered the provisions of the Code and the related regulations of the Internal Revenue Service which restrict deductibility of executive compensation paid to each of the five most highly compensated executive officers at the end of any fiscal year to the extent such compensation exceeds $1,000,000 for any of such officers in any year and does not qualify for an exception under the statute or regulations. Income from options granted under the 1998 Plan and 1997 Plan should qualify for an exemption from these restrictions. The Committee does not believe that other components of the Company’s compensation will be likely to exceed $1,000,000 for any executive officer in the foreseeable future and therefore concluded that no further action with respect to qualifying such compensation for deductibility was necessary at this time. In the future, the Committee will continue to evaluate the advisability of qualifying its executive compensation for deductibility of such compensation. The Committee’s policy is to qualify its executive compensation for deductibility under applicable tax laws as practicable.

	COMPENSATION COMMITTEE
	Gerald R. Gallagher
	R. Michael Welborn

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COMPARISON OF STOCKHOLDER RETURN

      Set forth below is a line graph comparing the annual percentage change in the cumulative total return on the Company’s Common Stock with the cumulative total return of (i) the Nasdaq National Market and, (ii) the Russell 2000 Index for the period commencing December 4, 1998 through fiscal year ended January 2, 2000.

Comparison of Cumulative Total Return From December 4, 1998 through January 2, 2000(1)

P.F. Chang’s China Bistro, Inc., Nasdaq National Market, Russell 2000 Index

STOCKHOLDER PROPOSALS TO BE PRESENTED

      The Company has an advanced notice provision in its Bylaws for stockholder business to be presented at meetings of stockholders. This provision states that in order for stockholder business to be properly brought before a meeting by a stockholder, such stockholder must have given timely notice in writing to the Company’s Secretary. In order to be timely, a stockholder proposal for next year’s Annual Meeting of Stockholders must be received at the Company’s offices at 5090 N. 40th Avenue, Suite 160, Phoenix, Arizona, 85018 by December 20, 2000.

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      Stockholder proposals to be included in the Company’s Proxy Statement for next year’s Annual Meeting of Stockholders must be received by the Company by December 20, 2000 and satisfy the conditions established by the Securities and Exchange Commission, specifically, Rule 14a – 8 of the Exchange Act.

TRANSACTION OF OTHER BUSINESS

      At the date of this Proxy Statement, the only business which the Board of Directors intends to present or knows that others will present at the meeting is as set forth above. If any other matter or matters are properly brought before the meeting, or any adjournment thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

	By Order of the Board of Directors
	/s/ ROBERT T. VIVIAN
	Robert T. Vivian
	Chief Financial Officer/ Secretary

March 20, 2000

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P.F. CHANG’S CHINA BISTRO, INC.

P

The undersigned hereby appoint Richard L. Federico and Robert T. Vivian, and each of them, with full power of substitution to represent the undersigned and to vote all of the shares of stock in P.F. Chang’s China Bistro, Inc. (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at P.F. Chang’s China Bistro in Phoenix, Arizona on April 26, 2000 at 8:00 a.m. local time, and at any adjournment thereof (1) as hereinafter specified upon the proposal listed on the reserve side and as more particularly described in the Company’s Proxy Statement, receipt of which is hereby acknowledged, and (2) in their discretion upon such other matters as may properly come before the meeting.

1.	Election of Directors

2.  Approval of amendment to 1998 Stock Option Plan.

3.  Ratification of appointment of independent auditors.

THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR THE PROPOSAL.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR

[X]  Please mark your votes as in this example.	3679

A vote FOR the following proposals is recommended by the Board of Directors.

	Even if you are planning to attend the meeting in person, you are urged to sign and mail the Proxy in the return envelope so that your stock may be represented at the meeting.
	Sign exactly as your name(s) appears on your stock certificates. If shares of stock stand on 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 the above Proxy. If shares of stock are held of record by a corporation, the Proxy should be executed by the President or Vice President and the Secretary or Assistant Secretary, and the corporate seal should be affixed thereto. Executors or administrators or other fiduciaries who execute the above Proxy for a deceased stockholder should give their title. Please date the Proxy.

Signature(s)                                                                              

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	Annual Meeting of
	Stockholders