Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MELMAN P STEVEN
   2. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC [PDFS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Investor Relations
(Last)
(First)
(Middle)
333 WEST SAN CARLOS STREET, SUITE 700		 3. Date of Earliest Transaction (Month/Day/Year)
01/31/2006
(Street)

SAN JOSE, CA 95110		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/31/2006   M   10,000 A $ 6.39 179,967 (1) D  
Common Stock 01/31/2006   S   10,000 D $ 17.01 169,967 D  
Common Stock 01/31/2006   M   7,500 A $ 12.87 177,467 D  
Common Stock 01/31/2006   S   7,500 D $ 17.05 169,967 D  
Common Stock 01/31/2006   M   37,500 A $ 12.87 207,467 D  
Common Stock 01/31/2006   S   37,500 D $ 17.1 169,967 D  
Common Stock 01/31/2006   M   10,000 A $ 12.87 179,967 D  
Common Stock 01/31/2006   S   10,000 D $ 17.125 169,967 D  
Common Stock 01/31/2006   M   5,000 A $ 12.87 174,967 D  
Common Stock 01/31/2006   S   5,000 D $ 17.15 169,967 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2001 Stock Plan Option (Right to Buy) $ 12.87 01/31/2006   M     7,500   (2) 05/06/2012 Common Stock 7,500 $ 12.87 72,500 D  
2001 Stock Plan Option (Right to Buy) $ 12.87 01/31/2006   M     37,500   (2) 05/06/2012 Common Stock 37,500 $ 12.87 35,000 D  
2001 Stock Plan Option (Right to Buy) $ 12.87 01/31/2006   M     10,000   (2) 05/06/2012 Common Stock 10,000 $ 12.87 25,000 D  
2001 Stock Plan Option (Right to Buy) $ 12.87 01/31/2006   M     5,000   (2) 05/06/2012 Common Stock 5,000 $ 12.87 20,000 D  
2001 Stock Plan Option (Right to Buy) $ 6.39 01/31/2006   M     10,000 04/21/2004 04/20/2013 Common Stock 10,000 $ 6.39 30,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MELMAN P STEVEN
333 WEST SAN CARLOS STREET
SUITE 700
SAN JOSE, CA 95110		       VP Investor Relations  

Signatures

 /s/ P. Steven Melman   02/01/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Includes 335 shares of Common Stock that were purchased on December 31, 2005 under the PDFS Employee Stock Purchase Plan.
(2) The original stock option grant awarded on May 7, 2002 granted the Reporting Person the right to buy 80,000 shares of common stock of PDFS (the "Total Shares"). 20,000 of the Total Shares vested on May 7, 2003 and 1/48th of the Total Shares continued to vest on the 7th day of each month thereafter. Currently 73,332 shares of the Total Shares are exercisable.

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