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As filed with the Securities and Exchange Commission on July 24, 2001

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-A/A

AMENDMENT NO. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE                                       25-1701361
(State of incorporation or organization)                     (IRS Employer
Identification No.)

333 WEST SAN CARLOS ST., SUITE 700, SAN JOSE, CA             95110
(Address of principal executive offices)                     (Zip Code)

If this form relates to the registration of a        If this form relates to the registration of a
class of securities pursuant to Section 12(b)        class of securities pursuant to Section
of the Exchange Act and is effective                 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c)                pursuant to General Instruction A.(d),
check the following box.  [ ]                        check the following box. [X]

Securities Act registration statement file number to which this form relates:
333-43192 (if applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                              Name of each exchange on which
to be so registered                              each class is to be registered
-------------------                              ------------------------------

None                                                   None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.00015 par value per share
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(Title of Class)

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This Amendment No. 1 amends and supplements the following item of the
Form 8-A originally filed on August 10, 2000 by PDF Solutions, Inc., a
corporation organized under the laws of Delaware (the "Company"):

Item 2- Exhibits

Item 1. Description of Registrant's Securities to be Registered

Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1, as amended (SEC File No. 333-43192) (the "Form S-1
Registration Statement").

Item 2. Exhibits

The following exhibits are filed as a part of this Registration
Statement:

1.1      Specimen certificate for Registrant's Common
Stock -- incorporated herein by reference to
Exhibit 4.1 to the Form S-1 Registration
Statement.

2.1      Amended and Restated Certificate of
Incorporation -- incorporated herein by
reference to Exhibit 3.1 to the Form S-1
Registration Statement.

2.2      Third Amended and Restated Certificate of
Incorporation (proposed)-- incorporated
herein by reference to Exhibit 3.2 to the
Form S-1 Registration Statement.

2.3      Amended and Restated Bylaws -- incorporated herein by 
reference to Exhibit 3.3 to the Form S-1 Registration
Statement.

2.4      Amended and Restated Bylaws (proposed) --
incorporated herein by reference to Exhibit
3.4 to the Form S-1 Registration Statement.

2.5      Second Amended and Restated Rights Agreement
dated July 6, 2001 between the Registrant
and certain holders of the Registrant's
securities -- incorporated herein by
reference to Exhibit 4.2 to the Form S-1
Registration Statement.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

Date: July 24, 2001                      PDF SOLUTIONS, INC.

By:  /s/ P. Steven Melman
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Name:  P. Steven Melman
Title: Vice President, Finance and 
Administration and Chief 
Financial Officer

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INDEX TO EXHIBITS

Exhibit No.                                      Description
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1.1           Specimen certificate for Registrant's Common Stock -- incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration Statement.

2.1           Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the
Form S-1 Registration Statement.

2.2           Third Amended and Restated Certificate of Incorporation
(proposed)-- incorporated herein by reference to Exhibit
3.2 to the Form S-1 Registration Statement.

2.3           Amended and Restated Bylaws -- incorporated herein by reference to Exhibit 3.3 to
the Form S-1 Registration Statement.

2.4           Amended and Restated Bylaws (proposed) -- incorporated herein by reference to
Exhibit 3.4 to the Form S-1 Registration Statement.

2.5           Second Amended and Restated Rights Agreement dated July 6, 2001 between the
Registrant and certain holders of the Registrant's securities -- incorporated herein
by reference to Exhibit 4.2 to the Form S-1 Registration Statement.

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