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

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FORM 10-Q

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[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 0-25699



PLX Technology, Inc.



|Delaware                                                       | 94-3008334                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

870 Maude Avenue
Sunnyvale, California     94085

(408) 774-9060







Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ]      NO [   ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934). YES [ X ]
      NO [     ]

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934). YES [     ]
      NO [ X ]

As of November 3, 2005, there were 27,547,712 shares of common stock, par value $0.001 per share, outstanding.









PLX Technology, Inc.

                                     Index To

                                    Report on Form 10-Q

                             For Quarter Ended September 30, 2005



|PART I.   FINANCIAL INFORMATION                                                                                                      | Page No.
|------------------------------------------------------------------------------------------------------------------------------------ | --------
|                                                                                                                                     |         
|Item 1.     Financial Statements (Unaudited):                                                                                        |         
|                                                                                                                                     |         
|Condensed Consolidated Balance Sheets at
         September 30, 2005 and December 31, 2004                                           | 3       
|                                                                                                                                     |         
|Condensed Consolidated Statements of Operations for the three
          
          and nine months ended September 30, 2005 and 2004 | 4       
|                                                                                                                                     |         
|Condensed Consolidated Statements of Cash Flows for the nine
          
         months ended September 30, 2005 and 2004            | 5       
|                                                                                                                                     |         
|Notes to Condensed Consolidated Financial Statements                                                                                 | 6       
|                                                                                                                                     |         
|Item 2.     Management's Discussion and Analysis of Financial
                      Condition and Results of Operations              | 10      
|                                                                                                                                     |         
|Item 3.     Quantitative and Qualitative Disclosures About Market Risk                                                               | 23      
|                                                                                                                                     |         
|Item 4.     Controls and Procedures                                                                                                  | 23      
|                                                                                                                                     |         
|PART II.  OTHER INFORMATION                                                                                                          |         
|Item 6.     Exhibits                                                                                                                 | 24      
|                                                                                                                                     |         
|Signature                                                                                                                            | 25      

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PART I.   FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS



PLX TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

`September 30,  December 31,
                                                         2005          2004 (1)
                                                     ------------  ------------
                                                     (unaudited)
ASSETS
Current assets:
  Cash and cash equivalents........................ $     18,950  $      9,556
  Short-term marketable securities.................       14,242        10,565
  Accounts receivable, net.........................        6,455         5,084
  Inventories......................................        3,278         4,159
  Other current assets.............................        1,047         2,058
                                                     ------------  ------------
Total current assets...............................       43,972        31,422
Property and equipment, net........................       29,842        30,860
Long-term marketable securities....................           --        10,155
Goodwill...........................................       36,085        30,965
Other purchased intangible assets..................        5,456         6,991
Other assets.......................................          350            80
                                                     ------------  ------------
Total assets.......................................      115,705  $    110,473
                                                     ============  ============
LIABILITIES
Current liabilities:
  Accounts payable................................. $      3,851  $      3,627
  Accrued compensation and benefits................        1,822         1,813
  Deferred revenues................................        2,021         1,310
  Accrued commissions..............................          292           300
  Other accrued expenses...........................        1,158         1,264
                                                     ------------  ------------
Total current liabilities..........................        9,144         8,314
                                                     ------------  ------------
Commitments
STOCKHOLDERS' EQUITY
  Common stock, par value..........................           28            27
  Additional paid-in capital.......................      117,617       111,739
  Deferred compensation............................         (144)         (406)
  Accumulated other comprehensive loss.............         (167)         (211)
  Accumulated deficit..............................      (10,773)       (8,990)
                                                     ------------  ------------
Total stockholders' equity.........................      106,561       102,159
                                                     ------------  ------------
Total liabilities and stockholders' equity......... $    115,705  $    110,473
                                                     ============  ============`

1. Derived from audited financial statements

See accompanying notes to condensed consolidated financial
statements.

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PLX TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

`Three Months Ended     Nine Months Ended
                                                           September 30,         September 30,
                                                       --------------------  --------------------
                                                          2005       2004       2005       2004
                                                       ---------  ---------  ---------  ---------
Net revenues......................................... $  12,869  $  15,457  $  39,276  $  41,115
Cost of revenues.....................................     4,394      5,639     14,151     13,793
                                                       ---------  ---------  ---------  ---------
Gross margin.........................................     8,475      9,818     25,125     27,322
                                                       ---------  ---------  ---------  ---------
Operating expenses:
  Research and development...........................     4,849      4,765     13,626     13,216
  Selling, general and administrative................     3,791      4,209     12,238     11,655
  In-process research and development................        --         --         --      1,123
  Amortization of purchased intangible assets........       512        467      1,536      1,206
                                                       ---------  ---------  ---------  ---------
Total operating expenses.............................     9,152      9,441     27,400     27,200
                                                       ---------  ---------  ---------  ---------
Income (loss) from operations........................      (677)       377     (2,275)       122
Interest income and other, net.......................       222        134        562        301
                                                       ---------  ---------  ---------  ---------
Income (loss) before provision for income taxes......      (455)       511     (1,713)       423
Provision for income taxes...........................        55        184         70        356
                                                       ---------  ---------  ---------  ---------
Net income (loss).................................... $    (510) $     327  $  (1,783) $      67
                                                       =========  =========  =========  =========

Basic net income (loss) per share.................... $   (0.02) $    0.01  $   (0.07) $    0.00
                                                       =========  =========  =========  =========
Shares used to compute basic per share amounts.......    27,482     26,342     27,067     25,028
                                                       =========  =========  =========  =========
                                                          (0.02)      0.01      (0.07)      0.00
Diluted net income (loss) per share....................=========  =========  =========  =========
                                                         27,482     27,129     27,067     26,144
Shares used to compute diluted per share amounts.......=========  =========  =========  =========`

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PLX TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

`Nine Months Ended
                                                                                                September 30,
                                                                                             --------------------
                                                                                                2005       2004
                                                                                             ---------  ---------
Cash flows from operating activities
Net income (loss).......................................................................... $  (1,783) $      67
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
  Depreciation.............................................................................     1,569      1,663
  Amortization of deferred compensation....................................................       152        100
  Amortization of purchased intangible assets..............................................     1,536      1,206
  In process research and development......................................................        --      1,123
  Other non-cash items.....................................................................       128         99
  Changes in operating assets and liabilities:
    Accounts receivable....................................................................    (1,371)       399
    Inventories............................................................................       881     (1,964)
    Other current assets...................................................................     1,007        491
    Other assets...........................................................................      (270)       244
    Accounts payable.......................................................................       224      1,697
    Accrued compensation and benefits......................................................         9        348
    Deferred revenues......................................................................       711        687
    Other accrued expenses.................................................................       (97)       130
                                                                                             ---------  ---------
Net cash provided by operating activities..................................................     2,696      6,290
                                                                                             ---------  ---------
Investing Activities
Payment for the acquisition of HiNT Corporation............................................        --       (137)
Cash acquired from the acquisition of NetChip Technology, Inc..............................        --      2,821
Purchases of marketable securities.........................................................    (3,657)   (21,521)
Sales and maturities of marketable securities..............................................    10,075     11,077
Purchases of property and equipment........................................................      (558)    (1,509)
                                                                                             ---------  ---------
Net cash provided by (used in) investing activities........................................     5,860     (9,269)
                                                                                             ---------  ---------
Financing Activities
Proceeds from the exercise of common stock options.........................................       843      1,387
Proceeds from the exercise of warrants assumed in the acquisition of HiNT Corporation......        26         --
Repayment of stockholders notes receivable.................................................        --         70
                                                                                             ---------  ---------
Net cash provided by financing activities..................................................       869      1,457
                                                                                             ---------  ---------
Effect of exchange rate fluctuations on cash and cash equivalents..........................       (31)        (6)
                                                                                             ---------  ---------
Increase (decrease) in cash and cash equivalents...........................................     9,394     (1,528)
Cash and cash equivalents at beginning of year.............................................     9,556     10,955
                                                                                             ---------  ---------
Cash and cash equivalents at end of period................................................. $  18,950  $   9,427
                                                                                             =========  =========
Non-cash investing and financing activities:
Common stock issued for the acquisition of NetChip Technology, Inc..........................$   5,120  $  21,405
Common stock issued for the acquisition of HiNT Corporation................................ $      --  $   2,994`

See accompanying notes to condensed consolidated financial
statements.

---



PLX TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1.  Basis of Presentation

The accompanying unaudited condensed consolidated
financial statements of PLX Technology, Inc. and its wholly-owned subsidiaries
(collectively, "PLX" or the "Company") as of September 30,
2005 and for the three and nine-month periods ended September 30, 2005 and 2004
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  In the opinion of management, the unaudited
condensed consolidated financial statements include all adjustments (consisting
only of normal recurring accruals) that management considers necessary for a
fair presentation of the Company's financial position, operating results and
cash flows for the interim periods presented. Operating results and cash flows
for interim periods are not necessarily indicative of results for the entire
year.

The unaudited condensed consolidated financial statements
include all of the accounts of the Company and those of its wholly owned
subsidiaries.  All intercompany accounts and transactions have been
eliminated.

This financial data should be read in conjunction with the
audited consolidated financial statements and notes thereto included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

Use of
Estimates

The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect various accounts,
including but not limited to goodwill, income taxes, inventories, revenue
recognition, allowance for doubtful accounts and warranty reserves as reported
in the financial statements and accompanying notes.  Actual results could differ
from those estimates and such differences may be material to the financial
statements.

Comprehensive Net Income (Loss)

The Company's comprehensive net income (loss) for the
three and nine months ended September 30, 2005 and September 30, 2004 was as
follows (in thousands):

`Three Months Ended     Nine Months Ended
                                                               September 30,         September 30,
                                                           --------------------  --------------------
                                                              2005       2004       2005       2004
                                                           ---------  ---------  ---------  ---------
Net income (loss)........................................ $    (510) $     327  $  (1,783) $      67
Unrealized gain (loss) on marketable securities, net.....        38         54         62       (118)
Cumulative translation adjustments.......................       (11)        (5)       (18)         1
                                                           ---------  ---------  ---------  ---------
Comprehensive net income (loss).......................... $    (483) $     376  $  (1,739) $     (50)
                                                           =========  =========  =========  =========`

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS 123R
which requires the measurement of all employee share-based payments to
employees, including grants of employee stock options, using a fair-value-based
method and the recording of such expense in our consolidated statements of
operations. The accounting provisions of SFAS 123R was originally effective
for reporting periods beginning after June 15, 2005. On April 14, 2005
the U.S. Securities and Exchange Commission (the "SEC") announced a
deferral of the effective date of FAS 123R for calendar year companies until
the beginning of 2006.  The pro forma disclosures previously permitted under
SFAS 123 will no longer be an alternative to financial statement
recognition beginning in the first fiscal quarter of 2006. See "Stock-Based
Compensation" (Note 2 of the Condensed Consolidated Financial Statements) for
the pro forma net loss and net loss per share amounts, for the three and nine
months ended September 30, 2005 and 2004, as if the Company had used a fair-value-based
method similar to the methods required under SFAS 123R to measure
compensation expense for employee stock incentive awards. Although the Company has not
yet determined whether the adoption of SFAS 123R will result in amounts
that are similar to the current pro forma disclosures under SFAS 123, the Company
is evaluating the requirements under SFAS 123R and expect the adoption to
have a material impact on our consolidated statements of operations and net
income (loss) per share.



In May 2005, the FASB issued SFAS 154, "Accounting
Changes and Error Corrections" which replaces Accounting
Principles Board Opinions No. 20 "Accounting Changes" and SFAS 3,
"Reporting Accounting Changes in Interim Financial Statements - An
Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the
accounting for and reporting of accounting changes and error corrections. It
establishes retrospective application, or the earliest practicable date, as the
required method for reporting a change in accounting principle and restatement
with respect to the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by the Company in the first fiscal
quarter of 2006.

2.

The Company has elected to follow the intrinsic value
method under APB Opinion No. 25 and related interpretations in accounting for
its stock options and grants as permitted by Statement of Financial Accounting
Standards (SFAS) No. 123.  SFAS No. 123 requires the measurement of all employee
share-based payments to employees, including grants of employee stock options,
using a fair value-based method and the recording of such expense in the Company's
consolidated statements of operations.  Using the intrinsic value method under
APB Opinion No. 25, if the exercise price of the Company's stock grants and
options equals the deemed fair value of the underlying stock on the date of
grant, no compensation expense is recognized.

If compensation expense for the Company's stock-based
compensation plans had been determined based on the fair value at the grant
dates for awards under those plans consistent with the method of SFAS No. 123,
then the Company's net income (loss) per share would have been adjusted to the
pro forma amounts indicated below (in thousands, except per share data):

`Three Months Ended     Nine Months Ended
                                                                            September 30,         September 30,
                                                                        --------------------  --------------------
                                                                           2005       2004       2005       2004
                                                                        ---------  ---------  ---------  ---------
Net income (loss) as reported......................................... $    (510) $     327  $  (1,783) $      67
Add: Stock-based compensation included in reported
  net income (loss)...................................................        20         54        152        100
Deduct: Stock-based compensation cost under SFAS 123..................    (1,295)    (1,578)    (4,042)    (4,457)
                                                                        ---------  ---------  ---------  ---------
Pro forma net loss.................................................... $  (1,785) $  (1,197) $  (5,673) $  (4,290)
                                                                        =========  =========  =========  =========
Pro forma basic and diluted net loss per common share:
Pro forma shares used in the calculation of pro
  forma net loss per common share - basic and diluted.................    27,482     26,342     27,067     25,028

Pro forma net income (loss) per common share - basic and diluted...... $   (0.06) $   (0.05) $   (0.21) $   (0.17)
                                                                        =========  =========  =========  =========
Reported net income (loss) per common share - basic and diluted....... $   (0.02) $    0.01  $   (0.07) $    0.00
                                                                        =========  =========  =========  =========`



3.  Inventories

Inventories are valued at the lower of cost (first-in,
first-out method) or market (net realizable value).  Inventories were as follows
(in thousands):



`September 30, December 31,
                                 2005          2004
                             ------------  ------------
Work in process............ $      1,097  $      1,083
Finished goods.............        2,181         3,076
                             ------------  ------------
Total...................... $      3,278  $      4,159
                             ============  ============`

4.  Business Combination

On May 24, 2004, the Company
purchased NetChip Technology, Inc., a fabless supplier of high-performance
semiconductors based on Universal Serial Bus (USB) and Peripheral Component
Interconnect (PCI) standards, for an aggregate purchase price, including
acquisition costs, of $27.3 million. Included in the aggregate purchase price is
the June 20, 2005 issuance of 554,306 shares of the Company's common stock
valued at approximately $5.1 million to the former NetChip Technology, Inc.
shareholders.  The transaction was accounted for using purchase accounting. The
Company acquired NetChip Technology, Inc. in order to expand its position of
strength in the market for PCI, PCI-X and PCI Express interconnect chips to
include the USB product line, where NetChip Technology, Inc. offered an
industry-leading product line offering high-performance and low-power products
for the USB 2.0 market. NetChip Technology, Inc. also had PCI Express products
in development that complemented the Company's PCI Express chips. The combined
company provides a wide selection of interconnect chips based on these
standards.

Unaudited Pro Forma Financial Results

The unaudited pro forma financial information combines
the historical statements of operations of the Company and NetChip Technology,
Inc. for the nine months ended September 30, 2004 and gives effect to the
transactions, including the amortization of other intangible assets and the
recognition of deferred compensation, as if they occurred at the beginning of
fiscal 2004.  The amount of the aggregate purchase price allocated to purchased
in-process research and development has been excluded from the pro forma
information, as it is a non-recurring item.

The unaudited pro forma information is presented for
illustrative purposes only and is not necessarily indicative of the operating
results that would have occurred if the transactions had been consummated at the
date indicated, nor is it necessarily indicative of future operating results of
the combined companies and should not be construed as representative of these
amounts for any future periods.  The following table is in thousands, except per
share data:

`Nine Months Ended
                                                 September 30, 2004
                                                 ------------------             
Net revenues........................................  $50,669
Net income .........................................  $ 1,465
Net income per share - basic .......................  $  0.06
Shared used to compute basic per share amounts......   26,358
Net income per share - diluted .....................  $  0.05
Shared used to compute diluted per share amounts....   27,474`

5.  Net Income (Loss) Per Share



The following table sets forth the computation of basic and
diluted net income (loss) per share (in thousands, except per share data):

`Three Months Ended     Nine Months Ended
                                                             September 30,         September 30,
                                                         --------------------  --------------------
                                                            2005       2004       2005       2004
                                                         ---------  ---------  ---------  ---------

Net income (loss)...................................... $    (510) $     327  $  (1,783) $      67
                                                         ========== ========== ========== ==========

Weighted average shares of common stock
   outstanding.........................................    27,482     26,342     27,067     25,028
                                                         ---------  ---------  ---------  ---------

Net income (loss) per share - basic.................... $   (0.02) $    0.01  $   (0.07) $    0.00
                                                         ========== ========== ========== ==========
Shares used in computing basic net income (loss)
   per share...........................................    27,482     26,342     27,067     25,028
Dilutive effect of stock options.......................        --        787         --      1,116
                                                         ---------  ---------  ---------  ---------
Shares used in computing diluted net income
   (loss) per share....................................    27,482     27,129     27,067     26,144
                                                         ========== ========== ========== ==========
Net income (loss) per share - diluted.................. $   (0.02) $    0.01  $   (0.07) $    0.00
                                                         ========== ========== ========== ==========`

The Company incurred a net loss for the three and nine
month period ended September 30, 2005.  Therefore, the effect of dilutive
securities of approximately 4.5 million equivalent shares for the three and nine
month periods ending September 30, 2005 have been excluded from the computation
of diluted loss per share as their impact would be anti-dilutive.  Dilutive
securities include only stock options.



Employee stock options to purchase approximately 3.9 million
and 3.6 million shares for the three and nine month period ended September 30,
2004, respectively, were outstanding, but were not included
in the computation of diluted earnings per share because the exercise price of
the stock options was greater than the average share price of the common shares
and, therefore, the effect would have been anti-dilutive.



6.  Segments of an Enterprise and Related Information

The Company has one operating segment, the sale of
semiconductor devices. The Chief Executive Officer has been identified as the
Chief Operating Decision Maker (CODM) because he has final authority over
resource allocation decisions and performance assessment. The CODM does not
receive discrete financial information about individual components of the
Company's business.

Revenues by geographic region based on customer location were as follows (in
thousands):

`Three Months Ended     Nine Months Ended
                                                               September 30,         September 30,
                                                           --------------------  --------------------
                                                              2005       2004       2005       2004
                                                           ---------  ---------  ---------  ---------
Revenues:
  United States.......................................... $   3,578  $   3,806  $  10,865  $  12,223
  Europe ................................................     2,145      2,530      6,388      7,169
  Singapore..............................................     1,991      1,247      5,056      3,769
  China..................................................     1,474      1,432      5,516      3,482
  Taiwan.................................................     1,285      3,124      3,448      6,066
  Japan..................................................     1,020      2,021      3,274      4,153
  Asia - excluding China, Singapore, Japan and Taiwan....       723        810      2,819      2,743
  Americas - excluding United States.....................       653        487      1,910      1,510
                                                           ---------  ---------  ---------  ---------
Total.................................................... $  12,869  $  15,457  $  39,276  $  41,115
                                                           =========  =========  =========  =========`

For the three months ended September 30, 2005, one
distributor accounted for 24% of net revenues.  For the same period in 2004, the
same distributor and one direct customer accounted for 13% and 10%,
respectively, of net revenues.   For the nine months ended September 30, 2005
and 2004, 25% and 12%, respectively, of net revenues were derived from sales to
the same distributor.  As of September 30, 2005 and 2004, this distributor
accounted for 26% and 17%, respectively, of the total accounts receivable
balance.  For both of these periods, no other individual direct customer or
distributor represented greater than 10% of net revenues.

7.  Income Taxes

Income tax expense of $70,000 has been recorded for the
nine month period ended September 30, 2005, compared to income tax expense of
$0.4 million for the same period in 2004.  Income tax expense for the nine
months ended September 30, 2005 was primarily due to federal alternative minimum
tax, miscellaneous state income taxes payable and foreign income taxes currently
payable.  For the same period in 2004, the provision for income taxes related to
projected federal, state and foreign taxes payable.  The current expense differs
from the expected benefit primarily due to nondeductible acquisition-related
items and a change in the valuation allowance related to deferred tax
assets.

Deferred tax assets are recognized when there is sufficient
evidence that it is more likely than not that such deferred tax assets will be
realized.  The Company has determined that such evidence does not currently
exist.  Therefore, a full valuation allowance has been established to reserve
the Company's net deferred tax assets.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This Report on Form 10-Q contains forward-looking
statements within the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, including statements regarding our expectations,
hopes, intentions, beliefs or strategies regarding the future.  Such forward-looking
statements also include statements regarding our future gross margin,
our future research and development expenses, our future selling, general and
administrative expenses, our future deferred compensation expenses, our ability
to meet our capital requirements for the next twelve months and our future
capital requirements.  Actual results could differ materially from those
projected in such forward-looking statements.  Factors that could cause actual
results to differ include unexpected changes in the mix of our product sales,
unexpected pricing pressures, or unexpected capital requirements that may arise
due to other possible acquisitions.  Actual results could also differ for the
reasons noted under the sub-heading "Certain Factors That May Affect Future
Operating Results" and in other sections of this report on Form 10-Q.  All
forward-looking statements included in this Form 10-Q are based on
information available to us on the date of this Report on Form 10-Q, and we
assume no obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those projected in the forward-looking
statements.



The following discussion should be read in conjunction with
the audited consolidated financial statements and the notes thereto included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.



OVERVIEW

PLX was founded in 1986, and between 1994 and 2002 we
focused on the development of I/O interface semiconductors and related software
and development tools that are used in systems incorporating the PCI standard.
In 1994 and 1995, a significant portion of our revenues were derived from the
sale of semiconductor devices that perform similar functions as our current
products, except they were based on a variety of industry standards.  Our
revenues since 1996 have been derived predominantly from the sale of
semiconductor devices based on the PCI standard to a large number of customers
in a variety of applications including networking and telecommunications,
enterprise storage, imaging, industrial and other embedded applications as well
as in related adapter cards.  In 2002, we shifted the majority of our
development efforts to PCI Express.  In September 2004, we began shipping
products based on the PCI Express standard for next-generation systems.  We
generate less than 2% of our revenues from sales of our software and development
tools.

In May 2003, we acquired HiNT Corporation which markets and
sells PCI and PCI-X Bridge products into a variety of applications including
networking and telecommunications, personal computer peripheral, imaging,
industrial and other embedded applications.  Beginning with the quarter ended
June 30, 2003, our operating results include results of HiNT Corporation and its
products.

In May 2004, we acquired NetChip Technology, Inc. which
markets and sells USB Device Controllers used in a range of business and
consumer applications, including printers, wireless LAN adapters, personal video
recorders, and digital camcorders. Beginning with the quarter ended June 30,
2004, our operating results include results of NetChip Technology, Inc. and its
products.

We utilize a "fabless" semiconductor business model
whereby we purchase wafers and packaged and tested semiconductor devices from
independent manufacturing foundries.  This approach allows us to focus on
defining, developing, and marketing our products and eliminates the need for us
to invest large amounts of capital in manufacturing facilities and work-in-process
inventory.



We rely on a combination of direct sales personnel and
distributors and manufacturers' representatives throughout the world to sell a
significant portion of our products.  We pay manufacturers' representatives a
commission on sales while we sell products to distributors at a discount from
the selling price.



Our gross margins have fluctuated in the past and are
expected to fluctuate in the future due to changes in product and customer mix,
write-downs and recoveries of excess or obsolete inventory, the position of our
products in their respective life cycles, and specific product manufacturing
costs.



The time period between initial customer evaluation and
design completion can range from six to twelve months or more.  Furthermore,
there is typically an additional six to twelve month or greater period after
design completion before a customer requests volume production of our products.
Due to the variability and length of these design cycles and variable demand
from customers, we may experience significant fluctuations in new orders from
month to month.  In addition, we typically make inventory purchases prior to
receiving customer orders.  Consequently, if anticipated sales and shipments in
any quarter do not occur when expected, expenses and inventory levels could be
disproportionately high, and our results for that quarter and potentially future
quarters would be materially and adversely affected.



Our long-term success will depend on our ability to introduce
new products.  While new products typically generate little or no revenues
during the first twelve months following their introduction, our revenues in
subsequent periods depend upon these new products.  Due to the lengthy sales
cycle and additional time before our customers request volume production,
significant revenues from our new products typically occur twelve to twenty-four
months after product introduction.  As a result, revenues from newly introduced
products have, in the past, produced a small percentage of our total revenues in
the year the product was introduced.  See "Certain Factors That May Affect
Future Operating Results -- Our Lengthy Sales Cycle Can Result in Uncertainty
and Delays with Regard to Our Expected Revenues."



RESULTS OF OPERATIONS

The following table summarizes historical results of
operations as a percentage of net revenues for the periods shown.

`Three Months Ended     Nine Months Ended
                                                           September 30,         September 30,
                                                       --------------------  --------------------
                                                          2005       2004       2005       2004
                                                       ---------  ---------  ---------  ---------
Net revenues.........................................     100.0 %    100.0 %    100.0 %    100.0 %
Cost of revenues.....................................      34.1       36.5       36.0       33.5
                                                       ---------  ---------  ---------  ---------
Gross margin.........................................      65.9       63.5       64.0       66.5
                                                       ---------  ---------  ---------  ---------
Operating expenses:
  Research and development...........................      37.7       30.8       34.7       32.1
  Selling, general and administrative................      29.5       27.2       31.2       28.3
  In-process research and development................        --         --         --        2.7
  Amortization of purchased intangible assets........       4.0        3.0        3.9        2.9
                                                       ---------  ---------  ---------  ---------
Total operating expenses.............................      71.2       61.0       69.8       66.0
                                                       ---------  ---------  ---------  ---------
Income (loss) from operations........................      (5.3)       2.5       (5.8)       0.5
Interest income and other, net.......................       1.7        0.9        1.4        0.7
                                                       ---------  ---------  ---------  ---------
Income (loss) before provision for income taxes......      (3.6)       3.4       (4.4)       1.2
Provision for income taxes...........................       0.4        1.2        0.2        0.9
                                                       ---------  ---------  ---------  ---------
Net income (loss)....................................      (4.0)%      2.2 %     (4.6)%      0.3 %
                                                       =========  =========  =========  =========`

Net Revenues



Net revenues consist of product revenues generated
principally by sales of our semiconductor devices.  Net revenues for the three
months ended September 30, 2005 were $12.9 million, a decrease of 16.7% from
$15.5 million for the three months ended September 30, 2004.  The decrease was
primarily due to lower unit shipments of our PCI I/O devices and USB products
partially offset by an increase in sales of our next generation PCI Express
products as a result of the general market adoption of the PCI Express standard.
For the three months ended September 30, 2005, sales of our
PCI I/O devices, USB products and PCI Express products accounted for 80.8%,
14.3% and 4.9%, respectively, of our total net revenues.  For the three months
ended September 30, 2004, sales of our PCI I/O devices and USB products
accounted for 72.5% and 27.5%, respectively, of our total net revenues.

For the three months ended September 30, 2005, one
distributor accounted for 24% of net revenues.  For the same period in 2004, the
same distributor and one direct customer accounted for 13% and 10%,
respectively, of net revenues.  No other individual direct customer or
distributor represented greater than 10% of net revenues.

Net revenues for the nine months ended September 30, 2005
were $39.3 million, a decrease of 4.5% from $41.1 million for the nine months
ended September 30, 2004.  The decrease was primarily due to lower unit
shipments of our PCI I/O devices and our USB products acquired as part of the
NetChip Technology, Inc. acquisition which was completed in May 2004.  This
decrease was partially offset by higher sales of our next generation PCI Express
products as a result of the general market adoption of the PCI Express standard.
For the nine months ended September 30, 2005, sales of our PCI I/O devices, USB
products and PCI Express products accounted for 81.4%, 14.7% and 3.9%,
respectively, of our total net revenues.  For the nine months ended September
30, 2004, sales of our PCI I/O devices and USB products accounted for 84.0% and
16.0%, respectively, of our total net revenues.

For the nine months ended September 30, 2005 and 2004, 25%
and 12%, respectively, of net revenues were derived from sales to the same
distributor.  No other individual direct customer or distributor represented
greater than 10% of net revenues.

Customer demand for semiconductors can change quickly and
unexpectedly.  Our revenue levels have been highly dependent on the amount
of new orders that are received for products to be delivered to the customer
within the same quarter, also called "turns fill" orders. 
Because of the long cycle time to build our products and our lack of visibility
into demand when turns fill orders are high, it is difficult to predict which
products to build to match future demand.  We believe the current high
turns fill requirements will continue until lead times substantially increase
and order backlog grows.  However, the sustainability of improved
customer demand is uncertain and highly dependent on economic conditions. 
The current high turns fill orders requirement together with the uncertainty of
product mix and pricing, makes it difficult to predict future levels of sales
and profitability and may require us to carry higher levels of inventory.



Gross Margin



Gross margin represents net revenues less the cost of
revenues.  Cost of revenues includes the cost of (1) purchasing semiconductor
devices from our independent foundries, (2) package, assembly and test services
from our independent foundries and assembly and test contractors and (3) our
operating costs associated with the procurement, storage, and shipment of
products as allocated to production.



Gross margin for the three months ended September 30, 2005
was 65.9%, an increase of 2.4% from 63.5% for the same period in 2004.  The
increase in gross margin for the three months ended September 30, 2005 when
compared to the same period in 2004 was primarily attributable to a decrease in
sales of lower margin USB products.



Gross margin for the nine months ended September 30, 2005 was
64.0%, a decrease of 2.5% from 66.5% for the same period in 2004.  The decrease
in gross margin for the nine months ended September 30, 2005 when compared to
the same period in 2004 was primarily due to higher unit shipments of certain
lower margin PCI I/O devices.



Future gross profit and gross margin are highly dependent on
the product and customer mix of net revenues.  Accordingly, we are not able to
predict future gross profit levels or gross margins with certainty.



Research and Development Expenses



Research and development (R&D) expenses consist
primarily of salaries and related costs of employees engaged in research,
design, and development activities.  In addition, expenses for outside
engineering consultants and engineering tooling costs at our independent
foundries and deferred compensation are included in research and development
expenses.



R&D as a percentage of net revenues increased to 37.7%
for the three months ended September 30, 2005, as compared to 30.8% for the same
period in 2004.  The percentage increase is due primarily to cost increasing at
a higher rate than revenues.  In absolute dollars, R&D expenses increased by
$0.1 million or 1.8% to $4.8 million for the three months ended September 30,
2005 from $4.8 million for the same period in 2004.  The increase in R&D was
due to an increase in external engineering expenses of $0.2 million, partially
offset by a decrease in office lease expenses of $0.1 million due to the
termination of a lease acquired as part of the HiNT Corporation acquisition.



R&D as a percentage of net revenues increased to 34.7%
for the nine months ended September 30, 2005, as compared to 32.1% for the same
period in 2004.  The percentage increase is due primarily to cost increasing at
a higher rate than revenues.  In absolute dollars, R&D expenses increased by
$0.4 million or 3.1% to $13.6 million for the nine months ended September 30,
2005 from $13.2 million for the same period in 2004.  The increase in R&D
was due to (1) higher compensation and benefit expenses of $0.7 million
resulting partly from the inclusion of a full nine month's worth of NetChip
Technology, Inc. related expenses, and (2) increased equipment and software
service expenses of $0.2 million.  Such increases were partially offset by
decreases in external engineering expenses and equipment depreciation expenses
of $0.1 million and $0.1 million, respectively, and decreases in office lease
expenses of $0.3 million due to the termination of a lease acquired as part of
the HiNT Corporation acquisition.



We expect research and development expenses in absolute
dollars to likely increase in the fourth quarter due to mask charges and other
variable external engineering expenses related to the development of PCI Express
chips.  Assuming that most of the added external engineering expenses for
these tape-outs occur in the fourth quarter, we expect research and development
expenses to decline in the subsequent quarters.  The actual timing of the
expenses will depend on the timing of actual mask and prototype fabrication.

Selling, General and Administrative Expenses



Selling, general and administrative (SG&A) expenses
consist primarily of employee-related expenses, professional fees, trade show
and other promotional expenses, and sales commissions to manufacturers'
representatives.



SG&A as a percentage of net revenues increased to 29.5%
for the three months ended September 30, 2005, as compared to 27.2% for the same
period in 2004.  The percentage increase is due primarily to revenues decreasing
at a higher rate than costs.  In absolute dollars, SG&A expenses decreased
by $0.4 million or 9.9% to $3.8 million for the three months ended September 30,
2005 from $4.2 million for the same period in 2004.  The decrease in SG&A
was due primarily to a decrease in professional fee expenses of $0.5 million
resulting mainly from our 2004 initial year Sarbanes-Oxley compliance effort and
a decrease in office lease expense of $0.1 million due to the termination of a
lease acquired as part of the HiNT Corporation acquisition.  These decreases
were partially offset by higher compensation and benefit expenses of $0.2
million resulting partly from higher headcount.



SG&A as a percentage of net revenues increased to 31.2%
for the nine months ended September 30, 2005, as compared to 28.3% for the same
period in 2004.  The percentage increase is due primarily to cost increasing at
a higher rate than revenues.  In absolute dollars, SG&A expenses increased
by $0.5 million or 5.0% to $12.2 million for the nine months ended September 30,
2005 from $11.7 million for the same period in 2004.  The increase in SG&A
was due primarily to higher compensation and benefit expenses of $0.9 million
resulting partly from the inclusion of a full nine month's worth of NetChip
Technology, Inc. related expenses. This increase was partially offset by
decreases in consulting and professional fees of $0.3 million resulting mainly
from our 2004 initial year Sarbanes Oxley compliance effort and office lease
expense of $0.2 million due to the termination of a lease acquired as part of
the HiNT Corporation acquisition.



We expect selling, general and administrative expenses in
absolute dollars to likely increase in the fourth quarter due to our year-end
Sarbanes-Oxley 404 and financial statement audit.  In subsequent quarters, we
expect selling, general and administrative expenses to vary from period to
period based on selling, general and administrative activities
undertaken.





Amortization of Purchased Intangible Assets



Amortization of purchased intangible assets remained
relatively flat at $0.5 million for the three months ended September 30, 2005
and 2004.  Amortization of purchased intangible assets consists of amortization
expense related to developed/core technology and customer base acquired as a result of
the HiNT Corporation acquisition in May 2003 and NetChip Technology, Inc.
acquisition in May 2004.



Amortization of purchased intangible assets for the nine months
ended September 30, 2005 was $1.5 million, an increase of $0.3 million from $1.2
million for the nine months ended September 30, 2004.  The increase was due
primarily to the inclusion of a full nine months' worth of NetChip Technology,
Inc. amortization expense related to developed/core technology and customer
base acquired as a result of the NetChip Technology, Inc. acquisition in May
2004.



Deferred Compensation



Amortization of deferred compensation decreased by $34,000 to
$20,000 for the three months ended September 30, 2005 from $54,000 for the same
period in 2004.  The decrease was due to the departure of a NetChip Technology,
Inc. employee.



Amortization of deferred compensation increased by $0.1
million to $0.2 million for the nine months ended September 30, 2005 from $0.1
million for the same period in 2004.  The increase was due primarily to the
inclusion of a full nine month's worth of NetChip Technology, Inc. deferred
compensation expense acquired as a result of the NetChip Technology, Inc. acquisition in
May 2004.



Substantially all of these amounts are recorded in research
and development expenses and are expected to fully amortize by January 2008.



Interest Income and Other, Net

Interest income reflects interest earned on cash, cash
equivalents and short-term and long-term marketable securities balances.
Interest income and other increased by $0.1 million to $0.2 million for the
three months ended September 30, 2005 from $0.1 million from the same period in
2004.  The increase was primarily due to higher cash and investment balances and
higher interest rates.



Interest income and other increased by $0.3 million to $0.6
million for the nine months ended September 30, 2005 from $0.3 million from the
same period in 2004.  The increase was primarily due to higher cash and
investment balances and higher interest rates.



Provision for Income Taxes



Income tax expense of $70,000 has been recorded for the nine
month period ended September 30, 2005, compared to income tax expense of $0.4
million for the same period in 2004.  Income tax expense for the nine months
ended September 30, 2005 was primarily due to federal alternative minimum tax,
miscellaneous state income taxes payable and foreign income taxes currently
payable.  For the same period in 2004, the provision for income taxes related to
projected federal, state and foreign taxes payable.  The current expense differs
from the expected benefit primarily due to nondeductible acquisition-related
items and a change in the valuation allowance related to deferred tax
assets.

Deferred tax assets are recognized when there is sufficient
evidence that it is more likely than not that such deferred tax assets will be
realized.  The Company has determined that such evidence does not currently
exist.  Therefore, a full valuation allowance has been established to reserve
the Company's net deferred tax assets.



Liquidity and Capital Resources

Cash and cash equivalents and short term marketable
securities were $33.2 million at September 30, 2005, an increase of $2.9 million
from $30.3 million at December 31, 2004.  The increase was primarily due to (1)
net losses of $1.8 million adjusted for non-cash expenses of $3.4 million, (2)
decreases in inventory and other current assets of $0.9 million and $1.0
million, respectively, (3) increase in accounts payable of $0.2 million, (4)
increase in deferred revenue of $0.7 million as a result of increased product
sales to distributors  and (5) cash received of $0.8 million from the exercise
of stock options.  These cash inflows were partially offset by (1) increases in
accounts receivable and other assets of $1.4 million and $0.3 million,
respectively, and (2) capital expenditures of $0.6 million.



On June 20, 2005, we issued
554,306 shares of our common stock valued at approximately $5.1
million to the former NetChip Technology, Inc. shareholders representing the
final distribution relating to USB gross profit milestones.  This additional
purchase consideration was recorded as goodwill during the three months ended
June 30, 2005.



In September 2002, our Board of Directors authorized the
repurchase of up to 2,000,000 shares of common stock.  At the
discretion of the management, we can repurchase the shares from time to time in
the open market or in privately negotiated transactions.   Approximately
774,000 shares had been repurchased for approximately $1.9 million in cash in
2003.  We did not repurchase any shares in 2004 or during the nine month period
ended September 30, 2005.



As of September 30, 2005, non-cancelable inventory purchase
commitments were $5.9 million as compared with $3.0 million at December 31,
2004.  There were no other significant changes from December 31, 2004 in
contractual obligations or commercial commitments outstanding.



We believe that our existing resources, together with cash
generated from our operations will be sufficient to meet our capital
requirements for at least the next twelve months.  Our future capital
requirements will depend on many factors, including the inventory levels we
maintain, the level of investment we make in new technologies and improvements
to existing technologies and the levels of monthly expenses required to launch
new products.  From time to time, we may also evaluate potential acquisitions
and equity investments complementary to our technologies and market strategies.
To the extent that existing resources and future earnings are insufficient to
fund our future activities, we may need to raise additional funds through public
or private financings.  Additional funds may not be available or, if available,
we may not be able to obtain them on terms favorable to us and our
stockholders.

Critical Accounting Policies

The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses and related disclosures of
contingent assets and liabilities in the consolidated condensed financial statements and
accompanying notes. The SEC has defined a company's critical accounting policies
as the ones that are most important to the portrayal of the company's financial
condition and results of operations, and which require the company to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain.  Based on this definition,
we have identified the critical accounting policies and judgments addressed
below.  We also have other key accounting policies which involve the use of
estimates, judgments and assumptions that are significant to understanding our
results.  Although we believe that our estimates, assumptions and judgments are
reasonable, they are based upon information presently available.  Actual results
may differ significantly from these estimates under different assumptions,
judgments or conditions.



Revenue Recognition



We recognize revenue when persuasive evidence of an
arrangement exists, delivery or customer acceptance, where applicable, has
occurred, the fee is fixed or determinable, and collection is reasonably
assured.

Revenue from product sales to direct customers is recognized
upon shipment and transfer of risk of loss, if we believe collection is
reasonably assured and all other revenue recognition criteria are met. We assess
the probability of collection based on a number of factors, including past
transaction history and the customer's creditworthiness.  At the end of
each reporting period, the sufficiency of allowances is assessed based on the
age of the receivable and the individual customer's creditworthiness.

We also sell products to distributors under agreements which
may or may not include price protection and stock rotation programs. Revenue
from sales of our products to all distributors is recognized when the
distributor sells the product to an end customer.  When we sell our
products to distributors, we defer our gross selling price of the product
shipped and its related cost and reflect such net amounts on our balance sheet
as a current liability entitled "deferred revenues".



Inventory Valuation



We evaluate the need for potential write-downs for
inventory by considering a combination of factors.  Based on the life of the
product, sales history, obsolescence, and sales forecast, we may record write-downs
to our inventory ranging from 0% to 100%.  Any adverse changes to our
future product demand may result in increased write-downs, resulting in
decreased gross margin.  In addition, future sales on any of our previously
written down inventory may result in increased gross margin in the period of
sale.



Allowance for Doubtful Accounts



We evaluate the collectibility of our accounts receivable
based on length of time the receivables are past due, generally thirty days. We
record reserves for bad debts against amounts due to reduce the net recognized
receivable to the amount we reasonably believe will be collected.  We have
certain customers with individually large amounts due at any given balance sheet
date.  Any unanticipated change in one of those customer's creditworthiness or
other matters affecting the collectibility of amounts due from such customers
could have a material affect on our results of operations in the period in which
such changes or events occur.



Goodwill

Our methodology for allocating the purchase price
related to purchase acquisitions is determined through established valuation
techniques.  Goodwill is measured as the excess of the cost of the acquisition
over the amounts assigned to identifiable assets acquired less assumed
liabilities. We have one operating segment, the sales of semiconductor devices,
and we perform goodwill impairment tests annually on November 1 and between
annual tests in certain circumstances.  To date, no such impairment has been
recorded.  In response to changes in industry and market conditions, we may
strategically realign our resources and consider restructuring, disposing of, or
otherwise exiting businesses, which could result in an impairment of goodwill.

Taxes

We account for income taxes using the liability method.
Deferred taxes are determined based on the differences between the financial
statement and tax bases of assets and liabilities, using enacted tax rates in
effect for the year in which the differences are expected to reverse.  Valuation
allowances are established when necessary to reduce deferred tax assets to the
amounts expected to be realized. As of September 30, 2005, we carried a
valuation allowance for the entire deferred tax asset as a result of
uncertainties regarding the realization of the asset balance. Future taxable
income and/or tax planning strategies may eliminate all or a portion of the need
for the valuation allowance. In the event we determine we are able to realize
our deferred tax asset, an adjustment to the valuation allowance may increase
income in the period such determination is made.

CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING
RESULTS

This quarterly report on Form 10-Q contains forward-looking
statements which involve risks and uncertainties.  Our actual results
could differ materially from those anticipated by such forward-looking
statements as a result of certain factors, including those set forth below.



Our Operating Results May Fluctuate Significantly Due To
Factors Which Are Not Within Our Control

``

Our quarterly operating results have fluctuated significantly
in the past and are expected to fluctuate significantly in the future based on a
number of factors, many of which are not under our control.  Our operating
expenses, which include product development costs and selling, general and
administrative expenses, are relatively fixed in the short-term.  If our
revenues are lower than we expect because we sell fewer semiconductor devices,
delay the release of new products or the announcement of new features, or for
other reasons, we may not be able to quickly reduce our spending in
response.

Other circumstances that can affect our operating results
include:

- the timing of significant orders, order cancellations and
reschedulings,
- the loss of a significant customer(s),
- our significant customers could lose market share that may affect our
business,
- integration of our product functionality into our customers' products,
- our ability to develop, introduce and market new products and technologies
on a timely basis,
- introduction of products and technologies by our competitors,
- unexpected issues that may arise with devices in production
- shifts in our product mix toward lower margin products,
- changes in our pricing policies or those of our competitors or suppliers,
including decreases in unit average selling prices of our products,
- the availability of production capacity at the fabrication facilities that
manufacture our products,
- the availability and cost of materials to our suppliers,
- general economic conditions, and
- political climate.

These factors are difficult to forecast, and these or other
factors could adversely affect our business.  Any shortfall in our revenues
would have a direct impact on our business.  In addition, fluctuations in our
quarterly results could adversely affect the market price of our common stock in
a manner unrelated to our long-term operating performance.



Our Potential Future Acquisitions May Not Be Successful
Because Of Our Limited Experience With Acquisitions In The Past

As part of our business strategy, we expect to review
acquisition prospects that would complement our existing product offerings,
improve market coverage or enhance our technological capabilities.  Future
acquisitions could result in any or all of the following:

- potentially dilutive issuances of equity securities,
- large acquisition-related write-offs,
- the incurrence of debt and contingent liabilities or amortization expenses
related to other intangible assets,
- difficulties in the assimilation of operations, personnel, technologies,
products and the information systems of the acquired companies,
- diversion of management's attention from other business concerns,
- risks of entering geographic and business markets in which we have no or
limited prior experience, and
- potential loss of key employees of acquired organizations.

We have had limited experience with acquisitions in the past
and may not be able to successfully integrate any businesses, products,
technologies or personnel that may be acquired in the future.  Our failure to do
so could have a material adverse effect on our business.

A Downturn In The Global Economy May Adversely Affect Our
Revenues, Results Of Operations And Financial Condition

Demand for semiconductor components is increasingly
dependent upon the rate of growth in the global economy.  If the rate of global
economic growth slows, or contracts, customer demand for products could be
adversely affected, which in turn could adversely affect revenues, results of
operations and financial condition.  Many factors could adversely affect
regional or global economic growth.  Some of the factors that could slow global
economic growth include:  rising interest rates in the United States, a slowdown
in the rate of growth of the Chinese economy, a significant act of terrorism
which disrupts global trade or consumer confidence, and geopolitical tensions
including war and civil unrest.  Reduced levels of economic activity, or
disruptions of international transportation, could adversely affect sales on
either a global basis or in specific geographic regions.

Because A Substantial Portion Of Our Net Sales Is Generated By A Small
Number Of Large Customers, If Any Of These Customers Delays Or Reduces Its
Orders, Our Net Revenues And Earnings Will Be Harmed

Historically, a relatively small number of customers have
accounted for a significant portion of our net revenues in any particular
period.  For the three months ended September 30, 2005, one distributor
accounted for 24% of net revenues.  For the same period in 2004, the same
distributor and one direct customer accounted for 13% and 10%, respectively, of
net revenues.   For the nine months ended September 30, 2005 and 2004, 25% and
12%, respectively, of net revenues were derived from sales to the same
distributor.  For both of these periods, no other individual direct customer or
distributor represented greater than 10% of net revenues.

We have no long-term volume purchase commitments from any of
our significant customers. We cannot be certain that our current customers will
continue to place orders with us, that orders by existing customers will
continue at the levels of previous periods or that we will be able to obtain
orders from new customers. In addition, some of our customers supply products to
end-market purchasers and any of these end-market purchasers could choose to
reduce or eliminate orders for our customers' products. This would in turn lower
our customers' orders for our products.



We anticipate that sales of our products to a relatively
small number of customers will continue to account for a significant portion of
our net sales.  Due to these factors, the following have in the past and may in
the future reduce our net sales or earnings:

- the reduction, delay or cancellation of orders from one or more of our
significant customers;
- the selection of competing products or in-house design by one or more of our
current customers;
- the loss of one or more of our current customers; or
- a failure of one or more of our current customers to pay our
invoices.

A Large Portion Of Our Revenues Is Derived From Sales To
Third-Party Distributors Who May Terminate Their Relationships With Us At Any
Time

We depend on distributors to sell a significant portion of
our products.  For the nine months ended September 30, 2005 and 2004, sales
through distributors accounted for approximately 62% and 51%,
respectively, of our net revenues.  Some of our distributors also market and
sell competing products.  Distributors may terminate their relationships with us
at any time.  Our future performance will depend in part on our ability to
attract additional distributors that will be able to market and support our
products effectively, especially in markets in which we have not previously
distributed our products.  We may lose one or more of our current distributors
or may not be able to recruit additional or replacement distributors.  The loss
of one or more of our major distributors could have a material adverse effect on
our business, as we may not be successful in servicing our customers directly or
through manufacturers' representatives.



Our Lengthy Sales Cycle Can Result In Uncertainty And
Delays With Regard To Our Expected Revenues

Our customers typically perform numerous tests and
extensively evaluate our products before incorporating them into their systems.
The time required for test, evaluation and design of our products into a
customer's equipment can range from six to twelve months or more.  It can take
an additional six to twelve months or more before a customer commences volume
shipments of equipment that incorporates our products.  Because of this lengthy
sales cycle, we may experience a delay between the time when we increase
expenses for research and development and sales and marketing efforts and the
time when we generate higher revenues, if any, from these expenditures.

In addition, the delays inherent in our lengthy sales cycle
raise additional risks of customer decisions to cancel or change product plans.
When we achieve a design win, there can be no assurance that the customer will
ultimately ship products incorporating our products.  Our business could be
materially adversely affected if a significant customer curtails, reduces or
delays orders during our sales cycle or chooses not to release products
incorporating our products.

Rapid Technological Change Could Make Our Products
Obsolete

We operate in an industry that is subject to evolving
industry standards, rapid technological changes, rapid changes in customer
demands and the rapid introduction of new, higher performance products with
shorter product life cycles.  As a result, we expect to continue to make
significant investments in research and development.  However, we may not have
adequate funds from operations or otherwise to devote to research and
development, forcing us to reduce our research and development efforts.  Also,
we must manage product transitions successfully, since announcements or
introductions of new products by us or our competitors could adversely affect
sales of our existing products because these existing products can become
obsolete or unmarketable for specific purposes.  There can be no assurance that
we will be able to develop and introduce new products or enhancements to our
existing products on a timely basis or in a manner which satisfies customer
needs or achieves widespread market acceptance.  Any significant delay in
releasing new products could adversely affect our reputation, give a competitor
a first-to-market advantage or allow a competitor to achieve greater market
share.  The failure to adjust to rapid technological change could harm our
business, financial condition, results of operations and cash flows.

Failure Of Our Products To Gain Market Acceptance Would Adversely Affect Our
Financial Condition

We believe that our growth prospects depend upon our ability
to gain customer acceptance of our products and technology.  Market acceptance
of products depends upon numerous factors, including compatibility with other
products, adoption of relevant interconnect standards, perceived advantages over
competing products and the level of customer service available to support such
products.  There can be no assurance that growth in sales of new products will
continue or that we will be successful in obtaining broad market acceptance of
our products and technology.



We expect to spend a significant amount of time and resources
to develop new products and refine existing products.  In light of the long
product development cycles inherent in our industry, these expenditures will be
made well in advance of the prospect of deriving revenues from the sale of any
new products.  Our ability to commercially introduce and successfully market any
new products is subject to a wide variety of challenges during this development
cycle, including start-up bugs, design defects and other matters that could
delay introduction of these products to the marketplace.  In addition, since our
customers are not obligated by long-term contracts to purchase our products, our
anticipated product orders may not materialize, or orders that do materialize
may be cancelled.  As a result, if we do not achieve market acceptance of new
products, we may not be able to realize sufficient sales of our products in
order to recoup research and development expenditures.  The failure of any of
our new products to achieve market acceptance would harm our business, financial
condition, results of operation and cash flows.

We Must Make Significant Research And
Development Expenditures Prior To Generating Revenues From Products

To establish market acceptance of a new semiconductor device,
we must dedicate significant resources to research and development, production
and sales and marketing.  We incur substantial costs in developing,
manufacturing and selling a new product, which often significantly precede
meaningful revenues from the sale of this product.  Consequently, new products
can require significant time and investment to achieve profitability.  Investors
should understand that our efforts to introduce new semiconductor devices or
other products or services may not be successful or profitable.  In addition,
products or technologies developed by others may render our products or
technologies obsolete or noncompetitive.



We record as expenses the costs related to the development of
new semiconductor devices and other products as these expenses are incurred.  As
a result, our profitability from quarter to quarter and from year to year may be
adversely affected by the number and timing of our new product launches in any
period and the level of acceptance gained by these products.



Our Independent Manufacturers May Not Be Able To Meet Our
Manufacturing Requirements

We do not manufacture any of our semiconductor devices.
Therefore, we are referred to in the semiconductor industry as a
"fabless" producer of semiconductors.  Consequently, we depend upon
third party manufacturers to produce semiconductors that meet our
specifications.  We currently have third party manufacturers principally located
in Japan, Taiwan and Malaysia, that can produce semiconductors which meet our
needs.  However, as the semiconductor industry continues to progress towards
smaller manufacturing and design geometries, the complexities of producing
semiconductors will increase.  Decreasing geometries may introduce new problems
and delays that may affect product development and deliveries.  Due to the
nature of the semiconductor industry and our status as a "fabless"
semiconductor company, we could encounter fabrication-related problems that may
affect the availability of our semiconductor devices, delay our shipments or may
increase our costs.



None of our semiconductor devices are currently manufactured
by more than one supplier.  We place our orders on a purchase order basis and do
not have a long term purchase agreement with any of our existing suppliers.  In
the event that the supplier of a semiconductor device was unable or unwilling to
continue to manufacture this product in the required volume, we would have to
identify and qualify a substitute supplier.  Introducing new products or
transferring existing products to a new third party manufacturer or process may
result in unforeseen device specification and operating problems.  These
problems may affect product shipments and may be costly to correct.  Silicon
fabrication capacity may also change, or the costs per silicon wafer may
increase.  Manufacturing-related problems may have a material adverse effect on
our business.

Intense Competition In The Markets In Which We Operate May
Reduce The Demand For Or Prices Of Our Products

Competition in the semiconductor industry is intense.  If our
main target market, the microprocessor-based systems market, continues to grow,
the number of competitors may increase significantly.  In addition, new
semiconductor technology may lead to new products that can perform similar
                                                                                  functions as our products.  Some of our competitors and other semiconductor
companies may develop and introduce products that integrate into a single
semiconductor device the functions performed by our semiconductor devices.  This
would eliminate the need for our products in some applications.

In addition, competition in our markets comes from companies
of various sizes, many of which are significantly larger and have greater
financial and other resources than we do and thus can better withstand adverse
economic or market conditions.  Also, we will compete with established
microprocessor-based companies and others.  Many of these indirect competitors
and microprocessor-based companies have significantly greater financial, technical,
marketing and other resources than PLX.  Therefore, we cannot assure you that we
will be able to compete successfully in the future against existing or new
competitors, and increased competition may adversely affect our business.  See
"Business -- Competition," and "-- Products" in Part I of
Item I of our Form 10-K for the year ended December 31, 2004.



Failure To Have Our Products Designed Into The Products Of
Electronic Equipment Manufacturers Will Result In Reduced Sales

Our future success depends on electronic equipment
manufacturers that design our semiconductor devices into their systems.  We must
anticipate market trends and the price, performance and functionality
requirements of current and potential future electronic equipment manufacturers
and must successfully develop and manufacture products that meet these
requirements.  In addition, we must meet the timing requirements of these
electronic equipment manufacturers and must make products available to them in
sufficient quantities.  These electronic equipment manufacturers could develop
products that provide the same or similar functionality as one or more of our
products and render these products obsolete in their applications.



We do not have purchase agreements with our customers that
contain minimum purchase requirements.  Instead, electronic equipment
manufacturers purchase our products pursuant to short-term purchase orders that
may be canceled without charge.  We believe that in order to obtain broad
penetration in the markets for our products, we must maintain and cultivate
relationships, directly or through our distributors, with electronic equipment
manufacturers that are leaders in the embedded systems markets.  Accordingly, we
will incur significant expenditures in order to build relationships with
electronic equipment manufacturers prior to volume sales of new products.  If we
fail to develop relationships with additional electronic equipment manufacturers
to have our products designed into new microprocessor-based systems or to
develop sufficient new products to replace products that have become obsolete,
our business would be materially adversely affected.

Lower Demand For Our Customers' Products Will Result In
Lower Demand For Our Products

Demand for our products depends in large part on the
development and expansion of the high-performance microprocessor-based systems
markets including networking and telecommunications, enterprise storage, imaging
and industrial applications.  The size and rate of growth of these
microprocessor-based systems markets may in the future fluctuate significantly
based on numerous factors.  These factors include the adoption of alternative
technologies, capital spending levels and general economic conditions.  Demand
for products that incorporate high-performance microprocessor-based systems may
not grow.



Defects In Our Products Could Increase Our Costs And Delay
Our Product Shipments



Our products are complex.  While we test our products, these
products may still have errors, defects or bugs that we find only after
commercial production has begun.  We have experienced errors, defects and bugs
in the past in connection with new products.



Our customers may not purchase our products if the products
have reliability, quality or compatibility problems.  This delay in acceptance
could make it more difficult to retain our existing customers and to attract new
customers.  Moreover, product errors, defects or bugs could result in additional
development costs, diversion of technical and other resources from our other
development efforts, claims by our customers or others against us, or the loss
of credibility with our current and prospective customers.  In the past, the
additional time required to correct defects has caused delays in product
shipments and resulted in lower revenues.  We may have to spend significant
amounts of capital and resources to address and fix problems in new
products.

We must continuously develop our products using new process
technology with smaller geometries to remain competitive on a cost and
performance basis.  Migrating to new technologies is a challenging task
requiring new design skills, methods and tools and is difficult to achieve.

We Could Lose Key Personnel Due To
Competitive Market Conditions And Attrition

Our success depends to a significant extent upon our senior
management and key technical and sales personnel.  The loss of one or more of
these employees could have a material adverse effect on our business.  We do not
have employment contracts with any of our executive officers.



Our success also depends on our ability to attract and retain
qualified technical, sales and marketing, customer support, financial and
accounting, and managerial personnel.  Competition for such personnel in the
semiconductor industry is intense, and we may not be able to retain our key
personnel or to attract, assimilate or retain other highly qualified personnel
in the future.  In addition, we may lose key personnel due to attrition,
including health, family and other reasons.  We have experienced, and may
continue to experience, difficulty in hiring and retaining candidates with
appropriate qualifications.  If we do not succeed in hiring and retaining
candidates with appropriate qualifications, our business could be materially
adversely affected.

The Demand For Our Products Depends Upon Our Ability To
Support Evolving Industry Standards

A majority of our revenues are derived from sales of
products, which rely on the PCI, PCI-X, USB and limited sales of PCI Express
standards.  If markets move away from these standards and begin using new
standards, we may not be able to successfully design and manufacture new
products that use these new standards.  There is also the risk that new products
we develop in response to new standards may not be accepted in the market.  In
addition, these standards are continuously evolving, and we may not be able to
modify our products to address new specifications.  Any of these events would
have a material adverse effect on our business.



The Successful Marketing And Sales Of Our Products Depend
Upon Our Third Party Relationships, Which Are Not Supported By Written
Agreements

When marketing and selling our semiconductor devices, we
believe we enjoy a competitive advantage based on the availability of
development tools offered by third parties.  These development tools are used
principally for the design of other parts of the microprocessor-based system but
also work with our products.  We will lose this advantage if these third party
tool vendors cease to provide these tools for existing products or do not offer
them for our future products.  This event could have a material adverse effect
on our business.  We have no written agreements with these third parties, and
these parties could choose to stop providing these tools at any time.

Our Limited Ability To Protect Our Intellectual Property
And Proprietary Rights Could Adversely Affect Our Competitive Position

Our future success and competitive position depend upon our
ability to obtain and maintain proprietary technology used in our principal
products.  Currently, we have limited protection of our intellectual property in
the form of patents and rely instead on trade secret protection.  Our existing
or future patents may be invalidated, circumvented, challenged or licensed to
others.  The rights granted there under may not provide competitive advantages
to us.  In addition, our future patent applications may not be issued with the
scope of the claims sought by us, if at all.  Furthermore, others may develop
technologies that are similar or superior to our technology, duplicate our
technology or design around the patents owned or licensed by us.  In addition,
effective patent, trademark, copyright and trade secret protection may be
unavailable or limited in foreign countries where we may need protection.  We
cannot be sure that steps taken by us to protect our technology will prevent
misappropriation of the technology.



We may from time to time receive
notifications of claims that we may be infringing patents or other intellectual
property rights owned by third parties.  While there is currently no
intellectual property litigation pending against us, litigation could result in
significant expenses to us and adversely affect sales of the challenged product
or technology.  This litigation could also divert the efforts of our technical
and management personnel, whether or not the litigation is determined in our
favor.  In addition, we may not be able to develop or acquire non-infringing
technology or procure licenses to the infringing technology under reasonable
terms.  This could require expenditures by us of substantial time and other
resources.  Any of these developments would have a material adverse effect on
our business.

The Cyclical Nature Of The Semiconductor Industry May Lead To Significant
Variances In The Demand For Our Products

In the past, the semiconductor industry has been
characterized by significant downturns and wide fluctuations in supply and
demand.  Also, during this time, the industry has experienced significant
fluctuations in anticipation of changes in general economic conditions.  This
cyclicality has led to significant variances in product demand and production
capacity.  It has also accelerated erosion of average selling prices per unit.
We may experience periodic fluctuations in our future financial results because
of industry-wide conditions.



Because We Sell Our Products To Customers Outside Of North
America And Because Our Products Are Incorporated With Products Of Others That
Are Sold Outside Of North America We Face Foreign Business, Political And
Economic Risks

Sales outside of North America accounted for approximately
67% of our revenues for the nine months ended September 30, 2005.  In 2004,
2003, and 2002, sales outside of North America accounted for approximately 68%,
63%, and 58% of our revenues, respectively.  Sales outside of North America may
fluctuate in future periods and may continue to account for a large portion of
our revenues.  In addition, equipment manufacturers who incorporate our products
into their products sell their products outside of North America, thereby
exposing us indirectly to foreign risks.  Further, most of our semiconductor
products are manufactured outside of North America.  Accordingly, we are subject
to international risks, including:

- difficulties in managing distributors,
- difficulties in staffing and managing foreign subsidiary and branch
operations,
- political and economic instability,
- foreign currency exchange fluctuations,
- difficulties in accounts receivable collections,
- potentially adverse tax consequences,
- timing and availability of export licenses,
- changes in regulatory requirements, tariffs and other barriers,
- difficulties in obtaining governmental approvals for telecommunications and
other products, and
- the burden of complying with complex foreign laws and treaties.

Because sales of our products have been denominated to date
exclusively in United States dollars, increases in the value of the United
States dollar will increase the price of our products so that they become
relatively more expensive to customers in the local currency of a particular
country, which could lead to a reduction in sales and profitability in that
country.

Our Principal Stockholders Have Significant Voting Power
And May Take Actions That May Not Be In The Best Interests Of Our Other
Stockholders

Our executive officers, directors and other principal
stockholders, in the aggregate, beneficially own a substantial amount of our
outstanding common stock.  Although these stockholders do not have majority
control, they currently have, and likely will continue to have, significant
influence with respect to the election of our directors and approval or
disapproval of our significant corporate actions.  This influence over our
affairs might be adverse to the interests of other stockholders.  In addition,
the voting power of these stockholders could have the effect of delaying or
preventing a change in control of PLX.

The Anti-Takeover Provisions In Our Certificate of
Incorporation Could Adversely Affect The Rights Of The Holders Of Our Common
Stock

Anti-takeover provisions of Delaware law and our Certificate
of Incorporation may make a change in control of PLX more difficult, even if a
change in control would be beneficial to the stockholders.  These provisions may
allow the Board of Directors to prevent changes in the management and control of
PLX.

As part of our anti-takeover devices, our Board of Directors
has the ability to determine the terms of preferred stock and issue preferred
stock without the approval of the holders of the common stock.  Our Certificate
of Incorporation allows the issuance of up to 5,000,000 shares of preferred
stock.  There are no shares of preferred stock outstanding.  However, because
the rights and preferences of any series of preferred stock may be set by the
Board of Directors in its sole discretion without approval of the holders of the
common stock, the rights and preferences of this preferred stock may be superior
to those of the common stock.  Accordingly, the rights of the holders of common
stock may be adversely affected.  Consistent with Delaware law, our Board of
Directors may adopt additional anti-takeover measures in the future.

ITEM 3.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

We have an investment portfolio comprised of fixed income
securities, including amounts classified as cash equivalents and short-term
investments.  Our investment portfolio totaled $30.8 million at September 30,
2005.  These securities are subject to interest rate fluctuations and will
decrease in market value if interest rates increase.



The primary objective of our investment activities is to
preserve principal while at the same time maximizing yields without
significantly increasing risk.  While our investment policy allows us to invest
in high quality, short-term and long-term debt instruments, our investment
portfolio as of September 30, 2005 is comprised of cash equivalents and short-term
investments.  A hypothetical 100 basis point increase in interest rates
would result in less than a $0.1 million decrease (less than 1%) in the fair
value of our available-for-sale securities.

ITEM 4.  CONTROLS AND PROCEDURES

(a) 

Evaluation of disclosure controls and procedures.

Based on their evaluation as of September 30, 2005, our
Chief Executive Officer and Chief Financial Officer, have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) were effective to
ensure that the information required to be disclosed by us in this Quarterly
Report on Form 10-Q was recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and instructions for Form 10-
Q.

(b) Changes in internal controls.

There has been no significant change in our internal
control over financial reporting that occurred during our most recent fiscal
quarter that has materially affected or is reasonably likely to materially
affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS





|Exhibit
Number | Description                                                                                                                                                                                   
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                               
|31.1           | Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                           
|31.2           | Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                           
|32.1           | Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, Chapter 63 of Title 18, United
States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|32.2           | Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, Chapter 63 of Title 18, United
States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|               |                                                                                                                                                                                               

---



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.





PLX TECHNOLOGY, INC.

Date:

By 	/s/	    Rafael Torres



---

EXHIBIT INDEX







|Exhibit
Number | Description                                                                                                                                                                                   
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                               
|31.1           | Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                           
|31.2           | Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                           
|32.1           | Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, Chapter 63 of Title 18, United
States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|32.2           | Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, Chapter 63 of Title 18, United
States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|               |