Exhibit 99.2

NEWS RELEASE

Investor Relations Contact:                    Corporate Communications Contact:
Sonia Segovia, IR Coordinator                  Abbie Kendall, Principal
PDF Solutions, Inc.                            Armstrong Kendall, Inc.
Tel: (408) 938-6491                            Tel: (503) 672-4681
Email: sonia.segovia@pdf.com                   Email: abbie@akipr.com

                PDF SOLUTIONS(R) PROVIDES FINANCIAL OUTLOOK FOR
                  THE THIRD AND FOURTH FISCAL QUARTERS OF 2004

      SAN JOSE, Calif. -- July 22, 2004 -- PDF Solutions, Inc. (Nasdaq: PDFS),
the leading provider of process-design integration technologies to enhance IC
manufacturability, today provided its updated financial outlook for the third
fiscal quarter ending September 30, 2004 and its outlook for the fourth fiscal
quarter ending December 31, 2004.

      PDF Solutions expects total revenue in the range of $16.1 million to $16.6
million for the third fiscal quarter ending September 30, 2004. Gain share
revenue for the quarter is expected to increase to a range of $2.2 million to
$2.6 million. On a GAAP basis, net income (loss) for the third fiscal quarter of
2004 is projected in a range of ($25,000) to $400,000, or ($0.00) to $0.02 per
diluted share.

      PDF Solutions expects total revenue in the range of $17.7 million to $18.5
million for the fourth fiscal quarter ending December 31, 2004. On a GAAP basis,
net income for the fourth fiscal quarter of 2004 is projected in a range of $1.1
million to $1.6 million, or $0.04 to $0.06 per diluted share.

      In addition to using GAAP results in evaluating PDF's business, management
also believes it useful to measure results using a non-GAAP measure of net
income, which excludes amortization of stock-based compensation and acquired
intangible assets. Non-GAAP net income for the third fiscal quarter ending
September 30, 2004 is projected in a range of $1.2 million to $1.6 million, or
$0.04 to $0.06 per diluted share. Non-GAAP net income for the fourth fiscal
quarter ending December 31, 2004 is projected in a range of $2.2 million to $2.7
million, or $0.08 to $0.10 per diluted share.



      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 its second quarter
2004 results and financial outlook for the third and fourth 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

The statements in this press release regarding PDF's 2004 third and fourth
fiscal quarter outlook, including expected revenue, net income (loss) and net
income (loss) per share, are forward looking. Actual results could differ
materially from those expressed in these 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, most
recently filed on March 15, 2004 (as amended), and its quarterly reports on Form
10-Q, most recently filed on May 10, 2004. 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.



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



                                                            THREE MONTHS ENDING
                PROJECTED RESULTS                            SEPTEMBER 30, 2004
                                                        ---------------------------
                                                                   
GAAP net income (loss) per share - diluted ..........   $  (0.00)   to   $     0.02
                                                        ========         ==========

GAAP net income (loss) ..............................   $    (25)   to   $      400

Stock-based compensation amortization ...............        105                105

Amortization of acquired intangibles, net of taxes ..      1,115              1,115

                                                        --------         ----------
Non-GAAP net income .................................   $  1,195    to   $    1,620
                                                        ========         ==========

Non-GAAP net income per share - diluted .............   $   0.04    to   $     0.06
                                                        ========         ==========

Weighted average common shares - basic ..............     25,500             25,500
                                                        ========         ==========
Weighted average common shares - diluted ............     26,600             26,600
                                                        ========         ==========




                                                            THREE MONTHS ENDING
                  PROJECTED RESULTS                          DECEMBER 31, 2004
                                                        ---------------------------
                                                                   
GAAP net income (loss) per share - diluted ..........   $   0.04   to    $     0.06
                                                        ========         ==========

GAAP net income (loss) ..............................   $  1,055   to    $    1,555

Stock-based compensation amortization ...............         60                 60

Amortization of acquired intangibles, net of taxes ..      1,035              1,035

                                                        --------         ----------
Non-GAAP net income .................................   $  2,150   to    $    2,650
                                                        ========         ==========

Non-GAAP net income per share - diluted .............   $   0.08   to    $     0.10
                                                        ========         ==========

Weighted average common shares - diluted ............     26,900             26,900
                                                        ========         ==========


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