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SEC FORM 3/A SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MacLean Kevin

(Last)

(First)

(Middle)

333 WEST SAN CARLOS ST.

SUITE 700

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2005

3. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC [ PDFS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Gen. Manager DFM Solutions

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/14/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,900⁽¹⁾	I	by IRA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. These 1,900 shares of Common Stock were inadvertently omitted from the original Form 3 filing.

Remarks:

	/s/ P. Steven Melman, Attorney-in-Fact for Kevin MacLean	07/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 Limited Power of Attorney Section 16 Reporting Obligations

POWER OF
ATTORNEY

    The undersigned hereby constitutes and appoints P. Steven
Melman and John K. Kibarian, and each of them, his or her, true and lawful
attorney-in-fact to:

(1)    execute for and on behalf of the
undersigned, in the undersigneds capacity as an officer and/or director,
and/or person who holds more than 10% of the stock of PDF Solutions, Inc.
(the Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the Exchange Act) and the
rules thereunder;

(2)    do and perform any and all acts for and on
behalf of the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5, complete and execute any amendment(s)
thereto, and timely file any such form with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and


(3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such
form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-facts
discretion.

    The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of
substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-facts
substitute or substitutes, shall lawfully do or cause to be done pursuant
to this power of attorney.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigneds responsibilities to comply with Section 16 of the Exchange
Act.

    This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigneds holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the attorneys-in-fact.  This Power of Attorney
may be filed with the SEC as a confirming statement of the authority
granted herein.

    The undersigned has caused this Power of Attorney
to be executed as of this 14th day of April, 2005.

/s/ KEVIN MACLEAN

Signature

KEVIN MacLEAN
Print Name