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 * BILLAT SUSAN   2. Issuer Name and Ticker or Trading Symbol PDF SOLUTIONS INC [PDFS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 333 WEST SAN CARLOS STREET, SUITE 700 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2008 (Street) SAN JOSE, CA 95110 4. If Amendment, Date Original Filed(Month/Day/Year) 05/27/2008 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

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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)

$ 5.4

05/22/2008

A

20,000 (1)

(2)

05/21/2018

Common Stock

20,000 (1)

$ 0

20,000 (1)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BILLAT SUSAN 333 WEST SAN CARLOS STREET SUITE 700 SAN JOSE, CA 95110	X

Signatures

/s/ P. Steven Melman, Attorney-in-Fact for Susan Billat		05/27/2008
**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)	The initial Form 4 report filed earlier today reflected that the reporting person was awarded an option to purchase 15,000 shares of Issuer's common stock. This amendment is filed to reflect that the reporting person was granted an additional 5,000 options. Therefore, on May 22, 2008 the reporting person was awarded options to purchase a total of 20,000 shares of Issuer's common stock.
(2)	12/48ths of the total shares subject to the option (the "Total Shares") vest on May 22, 2009 and 1/48th of the Total Shares shall vest on the 22nd day of each month thereafter, provided that the reporting person continues to serve as a Director of PDFS.

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