EXHIBIT 99.2

NEWS RELEASE

Investor Relations Contact:                    Corporate Communications Contact:
Michael Buehler-Garcia                         Abbie Kendall
PDF Solutions, Inc.                            Armstrong Kendall, Inc.
Tel: (408) 938-4497                            Tel: (503) 672-4681
Email: mbg@pdf.com                             Email: abbie@akipr.com

                 PDF SOLUTIONS(R) PROVIDES FINANCIAL OUTLOOK FOR
                  THE FIRST AND SECOND FISCAL QUARTERS OF 2004

         SAN JOSE, Calif.--January 27, 2003--PDF Solutions, Inc. (Nasdaq:
PDFS), the leading provider of process-design integration technologies to
enhance IC manufacturability, today provided its financial outlook for the first
fiscal quarter ending March 31, 2004 and the second fiscal quarter ending June
30, 2004.

         PDF Solutions expects total revenue in the range of $12.5 million to
$13.0 million for the first fiscal quarter ending March 31, 2004. Pro forma net
income (loss) for the first fiscal quarter of 2004, excluding amortization of
stock-based compensation and acquired intangible assets, is projected in a range
of ($145,000) to $205,000, or ($0.01) to $0.01 per diluted share. Reported net
loss, on a GAAP basis, for the first fiscal quarter of 2004 is projected in a
range of $1.5 million to $1.1 million, or $0.06 to $0.04 per diluted share.

         PDF Solutions expects total revenue in the range of $14.4 million to
$15.2 million for the second fiscal quarter ending June 30, 2004. Pro forma net
income for the second fiscal quarter of 2004, excluding amortization of
stock-based compensation and acquired intangible assets, is projected in a range
of $950,000 to $1.4 million, or $0.03 to $0.05 per diluted share. Reported net
income (loss), on a GAAP basis, for the second fiscal quarter of 2004 is
projected in a range of ($265,000) to $230,000, or ($0.01) to $0.01 per diluted
share.

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         As previously announced, the company will hold a live conference call
beginning at 3:00 p.m. PDT/6:00 p.m. EDT today to discuss the fourth quarter
2003 results and financial outlook for the first and second quarters of 2004. A
live webcast of this conference call will be available on the company's website
at http://ir.pdf.com/medialist.cfm. A replay of the call will be available at
the same website address beginning approximately two hours after completion of
the live call. Further, a copy of this press release, including the disclosure
and reconciliation of certain non-GAAP financial measures to the most directly
comparable GAAP measure, which non-GAAP measures may be used periodically by the
company's management when discussing financial results with investors and
analysts, will be available on the company's website at
http://www.pdf.com/news_archive.phtml following the date of this release.

EFFECTIVENESS OF GUIDANCE

The outlook set forth above represents PDF Solutions' expectations only as of
the date of this release, and should not be viewed as a statement about PDF
Solutions' expectations after this date. Although this release will remain
available on PDF Solutions' website, its continued availability does not
indicate that PDF Solutions is reaffirming or confirming its continued validity.
PDF Solutions does not intend to report on its progress, or provide comments to
analysts or investors on or otherwise update such guidance until it releases its
quarterly results.

ABOUT PDF SOLUTIONS

PDF Solutions, Inc. (Nasdaq: PDFS) is the leading provider of process-design
integration technologies for manufacturing integrated circuits (ICs). PDF's
software, methodologies and services enable semiconductor companies to create IC
designs that can be more easily manufactured using manufacturing processes that
are more capable. By simulating deep sub-micron product and process
interactions, the PDF solution offers clients reduced time to market, increased
IC yield and performance, and enhanced product reliability and profitability.
Headquartered in San Jose, Calif., PDF Solutions operates worldwide with
additional offices in Europe and Japan. For more information, visit www.pdf.com.

PDF Solutions(R) is a registered trademark of PDF Solutions, Inc.

FORWARD-LOOKING STATEMENTS

Some of the statements in this press release are forward looking, including the
statements regarding PDF's 2004 first and second fiscal quarter outlook, the
expected growth in revenue, the pro forma net loss and net income and pro forma
net loss and net income per share and the reported net loss and net loss per
share. The words "estimate", "project", "expect", "believe" and similar
expressions also identify forward-looking statements. Actual results could
differ materially from those expressed in any forward-looking statements. Risks
and uncertainties that could cause results to differ materially include risks
associated with: any unforeseen industry changes; difficulties in modifying
PDF's solutions on a timely basis; and changes in the marketplace for our
solutions, including the introduction of products or services competitive with
PDF's products and services. Readers should also refer to the risk disclosures
set forth in PDF's periodic public filings with the Securities and Exchange
Commission, including, without limitation, its annual report on Form 10-K,

                                     -more-



most recently filed on March 26, 2003, and its quarterly reports on Form 10-Q,
most recently filed on November 20, 2003 as amended. The forward-looking
statements contained in this release are made as of the date hereof, and PDF
does not assume any obligation to update such statements nor the reasons why
actual results could differ materially from those projected in such statements.

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                               PDF SOLUTIONS, INC.
         RECONCILIATION OF PROJECTED REPORTED GAAP NET INCOME ( LOSS) TO
                     PROJECTED PRO FORMA NET INCOME ( LOSS)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                           THREE MONTHS ENDING
                  PROJECTED RESULTS                           MARCH 31, 2004
- -----------------------------------------------------    -----------------------
                                                                  
Net loss per share - diluted.........................    $ (0.06)  to   $ (0.04)
                                                         =======        =======

Net loss.............................................    $(1,485)  to   $(1,135)

Stock-based compensation amortization................        250            250

Amortization of acquired intangibles, net of taxes...      1,090          1,090

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

Pro forma net income (loss)..........................    $  (145)  to   $   205
                                                         =======        =======

Pro forma net income (loss) per share - diluted......    $ (0.01)  to   $  0.01
                                                         =======        =======

Weighted average common shares - basic...............     25,400         25,400
                                                         =======        =======
Weighted average common shares - diluted.............     25,400         27,000
                                                         =======        =======




                                                           THREE MONTHS ENDING
                 PROJECTED RESULTS                             JUNE 30, 2004
- -----------------------------------------------------    -----------------------
                                                                  
Net income (loss) per share - diluted................    $ (0.01)  to   $  0.01
                                                         =======        =======

Net income (loss)....................................    $  (265)  to   $   230

Stock-based compensation amortization................        140            140

Amortization of acquired intangibles, net of taxes...      1,075          1,075

                                                         -------        -------
Pro forma net income.................................    $   950   to   $ 1,445
                                                         =======        =======

Pro forma net income per share - diluted.............    $  0.03   to   $  0.05
                                                         =======        =======

Weighted average common shares - basic...............     25,500         25,500
                                                         =======        =======
Weighted average common shares - diluted.............     27,300         27,300
                                                         =======        =======


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