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

---

FORM 10-Q

---

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

For the quarterly period ended June 30, 2003

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 121(b)2 of the Securities Exchange Act of 1934). YES [       ]
      NO [ X ]

As of August 4, 2003, there were 23,800,785 shares of common stock, par value $0.001 per share, outstanding.







PLX Technology, Inc.

                                     Index To

                                    Report on Form 10-Q

                             For Quarter Ended June 30, 2003



|PART I.   FINANCIAL INFORMATION                                                                                               | Page No.
|----------------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                              |         
|Item 1.   Financial Statements (Unaudited):                                                                                   |         
|                                                                                                                              |         
|Condensed Consolidated Balance Sheets at
         June 30, 2003 and March 31, 2003                                            | 3       
|                                                                                                                              |         
|Condensed Consolidated Statements of Operations for the three
          
         and six months ended June 30, 2003 and 2002 | 4       
|                                                                                                                              |         
|Condensed Consolidated Statements of Cash Flows for the six
          
         months ended June 30, 2003 and 2002           | 5       
|                                                                                                                              |         
|Notes to Condensed Consolidated Financial Statements                                                                          | 6       
|                                                                                                                              |         
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations         | 12      
|                                                                                                                              |         
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                          | 24      
|                                                                                                                              |         
|Item 4.   Controls and Procedures                                                                                             | 24      
|                                                                                                                              |         
|PART II.  OTHER INFORMATION                                                                                                   |         
|                                                                                                                              |         
|Item 2.   Changes In Securities and Use of Proceeds                                                                           | 25      
|                                                                                                                              |         
|Item 4.   Submission of Matters to a Vote of Security Holders                                                                 | 25      
|                                                                                                                              |         
|Item 6.   Exhibits and Reports on Form 8-K                                                                                    | 25      
|                                                                                                                              |         
|Signature                                                                                                                     | 27      

---

Part I -- FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS

---



PLX TECHNOLOGY, INC.

                             CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (in thousands)

`June 30,    December 31,
                                                         2003          2002(1)
                                                     ------------  ------------
                                                      (unaudited)
ASSETS
Current assets:
  Cash and cash equivalents........................ $      3,877  $      5,482
  Short-term marketable securities.................       17,082        13,131
  Accounts receivable, net.........................        4,517         2,568
  Inventories......................................        2,467         1,003
  Income tax receivable............................           --         3,635
  Other current assets.............................        1,513         1,793
                                                     ------------  ------------
Total current assets...............................       29,456        27,612
Property and equipment, net........................       31,702        31,962
Long-term marketable securities....................        1,000         3,067
Goodwill...........................................       17,074         8,054
Other intangible assets............................        3,323           970
Other assets.......................................          382           310
                                                     ------------  ------------
Total assets.......................................       82,937  $     71,975
                                                     ============  ============
LIABILITIES
Current liabilities:
  Accounts payable................................. $      2,721  $      1,582
  Accrued compensation and benefits................        1,228           932
  Deferred revenues................................          927           613
  Accrued commissions..............................          217           201
  Deferred tax liability...........................          261            --
  Other accrued expenses...........................        1,607           683
                                                     ------------  ------------
Total current liabilities..........................        6,961         4,011
                                                     ------------  ------------
Deferred tax liability.............................          787            --
                                                     ------------  ------------
STOCKHOLDERS' EQUITY
  Common stock, par value..........................           24            21
  Additional paid-in capital.......................       84,215        74,953
  Deferred compensation............................         (185)         (900)
  Notes receivable for employee stock purchases....          (68)          (67)
  Accumulated other comprehensive income...........            5            46
  Accumulated deficit..............................       (8,802)       (6,089)
                                                     ------------  ------------
Total stockholders' equity.........................       75,189        67,964
                                                     ------------  ------------
Total liabilities and stockholders' equity......... $     82,937  $     71,975
                                                     ============  ============`

(1)  The balance sheet at December 31, 2002 has been derived from
  the audited financial statements as of that date.

See accompanying notes to condensed consolidated financial statements.

---



PLX TECHNOLOGY, INC.

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                           (Unaudited)

                    (in thousands, except per share amounts)

`Three Months Ended   Six Months Ended
                                                         June 30,              June 30,
                                                   --------------------  --------------------
                                                       2003       2002       2003       2002
                                                   ---------  ---------  ---------  ---------
Net revenues..................................... $   8,660  $   7,797  $  17,163  $  17,915
Cost of revenues.................................     2,518      2,381      5,033      5,742
                                                   ---------  ---------  ---------  ---------
Gross margin.....................................     6,142      5,416     12,130     12,173
                                                   ---------  ---------  ---------  ---------
Operating expenses:
  Research and development.......................     3,893      3,518      7,606      7,177
  Selling, general and administrative............     3,193      3,298      6,251      6,636
  In-process research and development............       875         --        875         --
  Amortization of purchased intangible assets....       204        133        337        266
                                                   ---------  ---------  ---------  ---------
Total operating expenses.........................     8,165      6,949     15,069     14,079
                                                   ---------  ---------  ---------  ---------
Loss from operations.............................    (2,023)    (1,533)    (2,939)    (1,906)
Interest income and other, net...................       102        255        210        486
                                                   ---------  ---------  ---------  ---------
Loss before provision (benefit) for income taxes.    (1,921)    (1,278)    (2,729)    (1,420)
Provision (benefit) for income taxes.............       (24)      (118)       (16)        11
                                                   ---------  ---------  ---------  ---------
Net loss......................................... $  (1,897) $  (1,160) $  (2,713) $  (1,431)
                                                   =========  =========  =========  =========

Basic and diluted net loss per share............. $   (0.09) $   (0.05) $   (0.13) $   (0.06)
                                                   =========  =========  =========  =========
Shares used to compute basic and
  diluted per share amounts......................    22,214     23,529     21,678     23,440
                                                   =========  =========  =========  =========`

See accompanying notes to condensed consolidated financial statements.

---



PLX TECHNOLOGY, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (unaudited)

                                 (in thousands)

`Six Months Ended
                                                                           June 30,
                                                                     --------------------
                                                                         2003       2002
                                                                     ---------  ---------
Cash flows from operating activities
Net loss........................................................... $  (2,713) $  (1,431)
  Adjustments to reconcile net loss to net cash
  provided by operating activities:
  Depreciation.....................................................     1,142      1,310
  Amortization of deferred compensation............................       825      1,201
  Amortization of other purchased intangible assets................       337        267
  In process research and development..............................       875         --
  Other non-cash items.............................................        66         (2)
  Changes in operating assets and liabilities:
    Accounts receivable............................................    (1,359)       (18)
    Inventories....................................................      (997)     1,680
    Income tax receivable..........................................     3,635        195
    Other current assets...........................................       442       (935)
    Other assets...................................................       (73)       159
    Accounts payable...............................................       540       (135)
    Accrued compensation and benefits..............................       180         46
    Deferred tax liability.........................................       (28)       435
    Deferred revenues..............................................       314        617
    Other accrued expenses.........................................      (311)       189
                                                                     ---------  ---------
Net cash provided by operating activities..........................     2,875      3,578
                                                                     ---------  ---------
Investing Activities
Payment for the acquisition of HiNT, net of cash acquired..........      (704)        --
Purchases of marketable securities.................................    (5,000)    (7,166)
Sales and maturities of marketable securities......................     3,000      2,000
Purchases of property and equipment................................      (871)      (497)
                                                                     ---------  ---------
Net cash used in investing activities..............................    (3,575)    (5,663)
                                                                     ---------  ---------
Financing Activities
Proceeds from sales of common stock................................        24      1,255
Repurchases of common stock........................................      (922)        --
                                                                     ---------  ---------
Net cash provided by financing activities..........................      (898)     1,255
                                                                     ---------  ---------
Effect of exchange rate fluctuations on cash and cash equivalents..        (7)         6
                                                                     ---------  ---------
Decrease in cash and cash equivalents..............................    (1,605)      (824)
Cash and cash equivalents at beginning of year.....................     5,482      9,631
                                                                     ---------  ---------
Cash and cash equivalents at end of period......................... $   3,877  $   8,807
                                                                     =========  =========`

The accompanying notes are an integral part of these unaudited 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 subsidiary
(collectively, "PLX" or the "Company") as of June 30, 2003
and for the three and six-month periods ended June 30, 2003 and 2002 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 condensed consolidated
financial statements include all adjustments (consisting only of normal
recurring accruals) that management considers necessary for a fair presentation
of our 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.

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, 2002.

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 the amounts 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 Loss

The Company's comprehensive net loss for the three
and six months ended June 30, 2003 and June 30, 2002 was as follows (in
thousands):

`Three Months Ended   Six Months Ended
                                                              June 30,              June 30,
                                                        --------------------  --------------------
                                                            2003       2002       2003       2002
                                                        ---------  ---------  ---------  ---------
                                                             (unaudited)           (unaudited)    
Net loss..............................................    (1,897)    (1,160)    (2,713)    (1,431)

Unrealized gain (loss) on marketable securities, net..       (31)        96        (49)        46
Cumulative translation adjustments....................         3         --          8         (2)
                                                        ---------  ---------  ---------  ---------
Accumulated other comprehensive loss..................    (1,925)    (1,064)    (2,754)    (1,387)
                                                        =========  =========  =========  =========`

Recent Accounting Pronouncements

In July 2002,

In November
2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN 45). FIN 45 requires that upon issuance of a
guarantee, a guarantor must recognize a liability for the fair value of an
obligation assumed under a guarantee. The recognition provisions of FIN 45 were
effective for any guarantees issued or modified after December 31, 2002.
Adoption of FIN 45 did not have a material impact on the Company's financial
position, results of operations or cash flows. FIN 45 also requires additional
disclosures by a guarantor in its interim and annual financial statements about
the obligations associated with guarantees issued. As disclosed in the Company's
Form 10-K for the year ended December 31, 2002, the Company's products are
warranted to be free from defect for a period of one year, however, to date, the
Company has experienced an immaterial amount of defective product returns.  In
addition, the Company generally indemnifies, under predetermined conditions, its
customers for infringement of third party intellectual property rights by its
products or service

In January 2003, the FASB issued FASB Interpretation
No. 46 (FIN 46), "Consolidation of Variable Interest Entities."
FIN 46 requires an investor with a majority of the variable interests in a
variable interest entity (VIE) to consolidate the entity and also requires
majority and significant variable interest investors to provide certain
disclosures. A VIE is an entity in which the equity investors do not have a
controlling interest, or the equity investment at risk is insufficient to
finance the entity's activities without receiving additional subordinated
financial support from the other parties. For arrangements entered into with
VIEs created prior to January 31, 2003, the provisions of FIN 46 are required to
be adopted at the beginning of the first interim or annual period beginning
after June 15, 2003. The provisions of FIN 46 are effective immediately for all
arrangements entered into with new VIEs created after January 31, 2003. Adoption
of FIN 46 did not have a material impact on the Company's financial position,
results of operations or cash flows.

Reclassifications

Certain previously reported amounts have been reclassified to
conform to the current year presentation format with no impact on net loss.



2.

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

`June 30,    December 31,
                                 2003          2002
                             ------------  ------------
                              (unaudited)              
Work in process............ $        933  $        338
Finished goods.............        1,534           665
                             ------------  ------------
Total...................... $      2,467  $      1,003
                             ============  ============`

3.

The Company has elected to follow APB Opinion No. 25 and
related interpretations in accounting for its stock options and grants since the
alternative fair market value accounting provided for under Statement of
Financial Accounting Standards (SFAS) No. 123 requires use of grant valuation
models that were not developed for use in valuing employee stock options and
grants.  Under APB Opinion No. 25, if the exercise price of the Company's stock
grants and options equals the 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 loss per share would have been adjusted to the pro forma
amounts indicated below:

`Three Months Ended   Six Months Ended
                                                                 June 30,              June 30,
                                                           --------------------  --------------------
                                                               2003       2002       2003       2002
                                                           ---------  ---------  ---------  ---------
                                                                (unaudited)           (unaudited)    
Net loss as reported..................................... $  (1,897) $  (1,160) $  (2,713) $  (1,431)
Add: Stock-based compensation included in reported
  net loss...............................................       367        549        825      1,201
Deduct: Stock-based compensation cost under SFAS 123.....    (1,163)    (2,610)    (3,049)    (5,420)
                                                           ---------  ---------  ---------  ---------
Pro forma net loss....................................... $  (2,693) $  (3,221) $  (4,937) $  (5,650)
                                                           =========  =========  =========  =========
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....    22,214     23,529     21,678     23,440

Reported net loss per common share - basic and diluted... $   (0.09) $   (0.05) $   (0.13) $   (0.06)
                                                           =========  =========  =========  =========

Pro forma net loss per common share - basic and diluted.. $   (0.12) $   (0.14) $   (0.23) $   (0.24)
                                                           =========  =========  =========  =========`

4.	Business Combination

On May 22, 2003, the Company
purchased HiNT Corp., a fabless semiconductor supplier of Peripheral Component
Interconnect (PCI) and PCI-X bridge chips, for an aggregate purchase price,
including assumed liabilities, of $15.6 million. We acquired HiNT Corp. in order
to provide electronic-equipment suppliers with a single source for a wide
selection of advanced interconnect chips and design support. The PCI, PCI-X, and
HyperTransportTM standards are the architectural foundation for a broad
range of communications, server, storage and embedded-control systems. The
combined company will provide a wide selection of interconnect chips based on
these standards. The transaction was accounted for using purchase
accounting.

The financial results for the three months ended June 30,
2003 reflect the acquisition from the date the transaction was closed.

The purchase price of the HiNT Corp. acquisition is
summarized below (in thousands):

`Cash consideration............................ $      3,608
Fair value of common stock issued.............        9,595
Fair value of options and warrants assumed....          457
Assumed liabilities...........................        1,581
Acquisition costs.............................          391
                                                ------------
Total consideration........................... $     15,632
                                                ============`

The Company issued an aggregate of 2,996,589 shares of its
common stock valued at $9.6 million and cash of $3.6 million.   The Company also
assumed 267,920 stock options and 3,057 warrants with a total value of
approximately $0.5 million.  The stock options and warrants were valued using
the Black-Scholes valuation model.  Additionally, the Company incurred $0.4
million in professional fees, including legal, valuation and accounting fees
related to the acquisition, which were included as part of the purchase price
consideration for this transaction.

PLX recorded $0.1 million in deferred compensation on the
unvested options assumed in connection with the acquisition of HiNT Corp.
Deferred compensation is being amortized over the remaining vesting period of
these assumed options.

Additional consideration of PLX's common stock and cash with
a maximum aggregate value of approximately $2.3 million may be paid out in the
event HiNT product sales meet certain performance milestones approximately one
year following the close of the transaction.

The allocation of the Company's purchase price to the
tangible and identifiable intangible assets acquired and liabilities assumed is
summarized below (in thousands).  The allocation was based on an independent
appraisal and estimate of fair value.

`June 30,
                                                    2003
                                                ------------
Tangible assets............................... $      4,123
Deferred tax liability........................       (1,076)
In-process technology.........................          875
Goodwill and other intangible assets:
    Goodwill..................................        9,020
    Developed/Core Technology.................        1,828
    Customer Base.............................          862
                                                ------------
                                                     11,710
                                                ------------
Net assets acquired........................... $     15,632
                                                ============`

Tangible assets acquired were comprised primarily of cash,
inventory and accounts receivables. The acquired in-process technology was
written-off in the second quarter of 2003. The estimated weighted average useful
life of the intangible assets for the developed/core technology and customer
base created as a result of the acquisition of HiNT Corp. is approximately five
and three years, respectively.  The allocation of purchase price is subject to
change pending completion of the final analysis of the total purchase price and
fair value of the assets acquired and liabilities assumed.

The $875,000 allocation of the purchase price to the acquired
in-process technology was determined by identifying research projects in areas
for which technological feasibility had not been established and no alternative
future uses existed. PLX acquired technology consisting of PCI Bridge and PCI-X
solutions. The value was determined by estimating the expected cash flows from
the project once commercially viable, discounting the net cash flows to their
present value, and then applying a percentage of completion to the calculated
value as defined below.

Net Cash Flows

Discount Rate.  Discounting the net cash flows back to
their present value was based on the cost of capital for well-managed venture
capital funds which typically have similar risks and returns on investments.
The cost of capital used in discounting the net cash flows from acquired in-
process technology was 25%.

Percentage of Completion

The Company expects to complete the project within nine
months from the acquisition date.  However, development of this project remains
a significant risk to the Company due to the remaining effort to achieve
technical feasibility, integration of HiNT Corp. into the Company, employee
retention, rapidly changing customer markets and significant competitive threats
from numerous companies. Failure to bring these products to market in a timely
manner could adversely impact sales and profitability of the Company in the
future.  Additionally, the value of the intangible assets acquired may become
impaired.

Unaudited Pro Forma Financial Results

The unaudited pro forma financial information combines
the historical statements of operations of the Company and Hint Corp. for the
six-months ended June 30, 2003 and 2002 and gives effect to the transaction,
including the amortization of goodwill and other intangible assets and the
recognition of deferred compensation, as if they occurred at the beginning of
each period presented.  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
dates 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 (in thousands, except per
share data).

`Three Months Ended   Six Months Ended
                                               June 30,              June 30,
                                         --------------------  --------------------
                                             2003       2002       2003       2002
                                         ---------  ---------  ---------  ---------
Net revenues........................... $   9,713  $   9,298 $   19,634 $   20,647
Net loss............................... $    (941) $    (890)$   (1,648)$     (940)
Net loss per share, basic and diluted.. $   (0.04) $   (0.03)$    (0.07)$    (0.04)
Weighted average shares of common
   stock outstanding...................    23,894     26,526     24,013     26,437`

5.	Net Loss Per Share

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

`Three Months Ended   Six Months Ended
                                               June 30,              June 30,
                                         --------------------  --------------------
                                             2003       2002       2003       2002
                                         ---------  ---------  ---------  ---------
Net loss............................... $  (1,897) $  (1,160) $  (2,713) $  (1,431)
                                         =========  =========  =========  =========
Weighted average shares of common
   stock outstanding...................    22,214     23,529     21,678     23,440
                                         =========  =========  =========  =========

Net loss per share - basic and
   diluted............................. $   (0.09) $   (0.05) $   (0.13) $   (0.06)
                                         =========  =========  =========  =========`

As the Company incurred a loss for the three and six
month periods ended June 30, 2003 and 2002, the effect of dilutive securities,
totaling 4.3 million and 3.5 million equivalent shares, respectively, have been
excluded from the computation of diluted loss per share, as their impact would
be anti-dilutive.

6.	Segments of an Enterprise and Related Information

The Company has one operating segment, the sale of
semiconductor devices. The President 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   Six Months Ended
                                               June 30,              June 30,
                                         --------------------  --------------------
                                             2003       2002       2003       2002
                                         ---------  ---------  ---------  ---------
Revenues:
  North America........................ $   3,398  $   3,153  $   7,005  $   7,574
  Asia - excluding Taiwan..............     2,578      1,929      4,674      3,821
  Europe - excluding France............     1,185      1,025      2,332      2,516
  France...............................       649        987      1,579      2,378
  Taiwan...............................       850        703      1,573      1,626
                                         ---------  ---------  ---------  ---------
Total.................................. $   8,660  $   7,797  $  17,163  $  17,915
                                         =========  =========  =========  =========`

For the three months ended June 30, 2003 and 2002, 11% and
23% of net revenues were derived from sales to one and two significant
distributors, respectively.  For the six months ended June 30, 2003 and 2002,
10% and 25% of net revenues was derived from sales to one and two significant
distributors, respectively.  No other distributor represented greater than 10%
of net revenues. For the three months ended June 30, 2003 a single end customer
continues to be a significant customer compared to two end customers
historically.  The majority of our sales to this end customer is sold through
both distributors and contract manufacturers.

7.	Income Taxes

There was a $16,000 income tax benefit for the six months
ended June 30, 2003 on a pretax loss of $2.7 million , compared to an $11,000
income tax expense on a pretax loss of $1.4 million for the six months ended
June 30, 2002.  Income tax benefit for the six months ended June 30, 2003 is due
to a benefit of $28,000 for amortization of the deferred tax liability
associated with non-goodwill intangibles relating to the HiNT Corp. acquisition
partially offset by $12,000 of miscellaneous state and foreign income taxes
currently payable.  The current benefit differs from the expected benefit
derived by applying the applicable U.S. federal statutory rate to the loss from
operations primarily due to nondeductible acquisition-related items and losses
that are not currently benefited.

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 deferred tax asset.

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 include, but are not limited to, (i) fluctuation of our gross
margins under the sub-heading "Overview," which is subject to the
risk, among other risks, that there are changes in product and customer mix, the
position of our products in their respective life cycles, and specific product
manufacturing costs; (ii) the length of our sales cycle, under the sub-heading
"Overview," which is subject to the risk, among other risks, that
anticipated sales and shipments in any quarter do not occur when expected; (iii)
our anticipated expense levels for amortization of purchased intangible assets
and deferred compensation, under the sub-heading "Results of
Operations," which is subject to various uncertainties, among them the
impact of statements of financial accounting standards that we may be required
to adopt in the future; and (iv) the sufficiency of our existing resources and
cash generated from operations to meet our capital requirements under the sub-
heading "Results of Operations," which is subject to the risk, among
other risks, that a decrease in our inventory levels, an increase in our level
of investment in new technologies or an increase in the levels of monthly
expenses required to launch new products may require that we raise additional
funds.  Actual results could differ materially from those projected in any
forward-looking statements for the reasons detailed above, as well as 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.  See "Certain Factors That May Affect Future Operating
Results" below, as well as such other risks and uncertainties as are
detailed in our Securities and Exchange Commission reports and filings for a
discussion of the factors that could cause actual results to differ materially
from 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, 2002.

OVERVIEW

PLX was founded in 1986, and since 1994 we have focused on
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.  We generate less than 1% of our revenues from sales of our
software and development tools.

In May of 2003, we acquired HiNT Corp. which markets and
sells PCI Bridges and PCI-X products into a variety of applications including
networking and telecommunications, personal computer peripheral, imaging,
industrial and other embedded applications.

We utilize a "fabless" semiconductor business model
whereby we purchase 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.  We generally recognize revenue at the time of title passage.
Recognition of sales to distributors, including international distributors, is
deferred until the product is resold by the distributors to end users.  See
"Certain Factors That May Affect Future Operating Results -- A Large
Portion of Our Revenues Is Derived From Sales to Third-Party Distributors Who
May Terminate Their Relationships with Us at Any Time."

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 commences volume production of equipment
incorporating our products.  Due to these lengthy sales cycles, 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 for customers to commence 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."



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

`Three Months Ended   Six Months Ended
                                                         June 30,              June 30,
                                                   --------------------  --------------------
                                                       2003       2002       2003       2002
                                                   ---------  ---------  ---------  ---------
Net revenues.....................................     100.0 %    100.0 %    100.0 %    100.0 %
Cost of revenues.................................      29.1       30.5       29.3       32.0
                                                   ---------  ---------  ---------  ---------
Gross margin.....................................      70.9       69.5       70.7       68.0
                                                   ---------  ---------  ---------  ---------
Operating expenses:
  Research and development.......................      45.0       45.1       44.3       40.1
  Selling, general and administrative............      36.9       42.3       36.4       37.0
  In-process research and development............      10.1         --        5.1         --
  Amortization of purchased intangible assets....       2.4        1.7        2.0        1.5
                                                   ---------  ---------  ---------  ---------
Total operating expenses.........................      94.4       89.1       87.8       78.6
                                                   ---------  ---------  ---------  ---------
Loss from operations.............................     (23.5)     (19.6)     (17.1)     (10.6)
Interest income and other, net...................       1.2        3.3        1.2        2.7
                                                   ---------  ---------  ---------  ---------
Loss before provision (benefit) for income taxes.     (22.3)     (16.3)     (15.9)      (7.9)
Provision (benefit) for income taxes.............      (0.3)      (1.5)      (0.1)       0.1
                                                   ---------  ---------  ---------  ---------
Net loss.........................................     (22.0)%    (14.8)%    (15.8)%     (8.0)%
                                                   =========  =========  =========  =========`

Net Revenues

Net revenues consist of product revenues generated
principally by sales of our semiconductor devices.  Net revenues for the three
months ended June 30, 2003 were $8.7 million, an increase of 11.1% from $7.8
million for the three months ended June 30, 2002.  The increase was primarily
due to higher unit shipments as well as revenues generated from the PCI bridge
product acquired as part of the HiNT Corp. acquisition.  For the three months
ended June 30, 2003 and 2002, 11% and 23% of net revenues were derived from
sales of one and two significant distributors, respectively.  No other
distributor represented greater than 10% of net revenues.   For the three months
ended June 30, 2003 a single end customer continues to be a significant customer
compared to two end customers historically.  The majority of our sales to this
end customer is sold through both distributors and contract manufacturers.

Net revenues for the six months ended June 30, 2003 were
$17.2 million, a decrease of 4.2% from $17.9 million for the six months ended
June 30, 2002.  The decrease was primarily due to reduced demand from a
significant customer, Prediwave, since the first quarter of 2002.  For the six
months ended June 30, 2003 and 2002, 10% and 25% of net revenues was derived
from sales through one and two significant distributors, respectively.  No other
distributor represented greater than 10% of net revenues.

Gross Margin

Gross margin represents net revenues less the cost of
revenues.  Cost of revenues includes the cost of purchasing packaged
semiconductor devices from our independent foundries and our operating costs
associated with the procurement, storage, and shipment of products.



The increase in gross margin to 70.9% for the three months
ended June 30, 2003 from 69.5% for the same period in 2002 was primarily related
to a benefit of approximately $0.1 million from selling previously written-down
inventory.  Excluding this benefit, gross margin remained relatively flat at
69.5% for the three months ended June 30, 2003 and 2002.

The increase in gross margin to 70.7% for the six months
ended June 30, 2003 from 68.0% for the same period in 2002 was primarily related
to a benefit of approximately $0.3 million from selling previously written-down
inventory.  Excluding this benefit, gross margin increased to 68.8% for the six
months ended June 30, 2003 from 68.0% for the same period in 2002.  The increase
in gross margins is primarily due to shifts in our product and customer mix.

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 non-recurring engineering at our independent
foundries and deferred compensation are included in research and development
expenses.

R&D as a percent of net revenues remained relatively flat
at 45.0% for the three months ended June 30, 2003, as compared to 45.1% for the
same period in 2002.  In absolute dollars, R&D expenses increased to $3.9
million for the three months ended June 30, 2003 from $3.5 million for the same
period in 2002.  Excluding deferred compensation of $0.4 million and $0.5
million for the three months ended June 30, 2003 and 2002, respectively, R&D
increased by $0.5 million to $3.5 million for the three months ended June 30,
2003 from $3.0 million for the same period in 2002.   The increase in R&D
was primarily due to an increase in non-recurring engineering costs associated
with the development of new products and enhancement of existing products as
well as compensation expenses relating to the HiNT Corp. acquisition.

The increase in R&D as a percent of net revenues to 44.3%
for the six months ended June 30, 2003, as compared to 40.1% for the same period
in 2002 was due primarily to a decrease in revenues.  In absolute dollars,
R&D expenses increased to $7.6 million for the six months ended June 30,
2003 from $7.2 million for the same period in 2002.  Excluding deferred
compensation of $0.8 million and $1.2 million for the six months ended June 30,
2003 and 2002, R&D increased by $0.8 million to $6.8 million for the six
months ended June 30, 2003 from $6.0 million for the same period in 2002.    The
increase in R&D was primarily due to an increase in non-recurring
engineering costs associated with the development of new products and
enhancement of existing products as well as compensation expenses relating to
the HiNT Corp. acquisition.

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.

The decrease in SG&A as a percent of net revenues to
36.9% for the three months ended June 30, 2003, as compared to 42.3% for the
same period in 2002 was due primarily to an increase in revenues.  In absolute
dollars, SG&A expenses decreased by $0.1 million or 3.2% to $3.2 million for
the three months ended June 30, 2003 from $3.3 million for the same period in
2002.  The decrease was primarily due to lower headcount partially offset by
increases in discretionary spending.

SG&A as a percent of net revenues decreased to 36.4% for
the six months ended June 30, 2003, as compared to 37.0% for the same period in
2002.  In absolute dollars, SG&A expenses decreased by $0.4 million or 5.8%
to $6.3 million for the six months ended June 30, 2003 from $6.6 million for the
same period in 2002.  The decrease was primarily due to lower headcount
partially offset by increases in discretionary spending.

In-Process Research and Development

The amounts expensed to in-process research and
development in the three and six months ended June 30, 2003 related to the
acquisition of HiNT Corp.

The acquired in-process research and development expense of
$0.9 million was determined by identifying research projects in areas for which
technological feasibility had not been established and no alternative future
uses existed.  PLX acquired technology consisting of PCI Bridges and PCI-X
solutions.  The value was determined by estimating the expected cash flows from
the project once commercially viable, discounting the net cash flows to their
present value, and then applying a percentage of completion to the calculated
value as defined below.

Net Cash Flows

Discount Rate.  Discounting the net cash flows back to
their present value was based on the cost of capital for well-managed venture
capital funds which typically have similar risks and returns on investments.
The cost of capital used in discounting the net cash flows from acquired in-
process technology was 25%.

Percentage of Completion

The Company expects to complete the project within nine
months from the acquisition date.  However, development of this project remains
a significant risk to the Company due to the remaining effort to achieve
technical feasibility, integration of HiNT Corp. and the Company, employee
retention, rapidly changing customer markets and significant competitive threats
from numerous companies. Failure to bring these products to market in a timely
manner could adversely impact sales and profitability of the Company in the
future.  Additionally, the value of the intangible assets acquired may become
impaired.

Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets for the three
months ended June 30, 2003 was $0.2 million, an increase of 53% from $0.1
million for the three months ended June 30, 2002.  Amortization of purchased
intangible assets for the six months ended June 30, 2003 was $0.3 million, an
increase of 27% from $0.3 million for the six months ended June 30, 2002.  The
increase for the three and six months ended June 30, 2003 compared to June 30,
2002 is due to additional amortization expense from the newly acquired
intangible assets as a result of the HiNT Corp. acquisition (see Note 4 to the
condensed consolidated financial statements).

Deferred Compensation

We recorded deferred compensation of $0.1 million related
to unvested stock options assumed in connection with the acquisition of HiNT
Corp in May 2003.  In addition, we recorded deferred compensation of $12.3
million related to stock options granted below fair market value to employees in
relation to the acquisition of Sebring Systems in May 2000.  Lastly, we recorded
deferred compensation of $3.5 million in connection with the grant of stock
options below fair market value to our employees in September 2000.  The amount
of deferred compensation is presented as a reduction of stockholders' equity and
amortized ratably over the vesting period of the applicable stock grants.

Amortization of deferred compensation decreased by $0.2
million or 33.2% to $0.4 million for the three months ended June 30, 2003 from
$0.5 million from the same period in 2002.  Amortization of deferred
compensation decreased by $0.4 million or 31.3% to $0.8 million for the six
months ended June 30, 2003 from $1.2 million for the same period in 2002.  The
decrease in deferred compensation for the three and six months ended June 30,
2003 is the result of certain stock options becoming  fully vested.  This
decrease was partially offset by additional deferred compensation recorded from
the HiNT Corp. acquisition.  Substantially all of these amounts are included in
research and development expenses.

We expect to record compensation expenses related to deferred
compensation of approximately $0.2 million for the three-months ending September
30, 2003.

Interest Income and Other, Net

Interest income reflects interest
earned on average cash, cash equivalents and short-term and long-term marketable
securities balances. Interest income and other decreased by $0.2 million or
60.0% to $0.1 million for the three months ended June 30, 2003 from $0.3 million
for the same period in 2002.  Interest income and other decreased by $0.3
million or 56.8% to $0.2 million for the six months ended June 30, 2003 from
$0.5 million for the same period in 2002.  The decrease for the three and six
months ended June 30, 2003 compared to June 30, 2002 was due primarily to lower
rental income as a result of the loss of a subtenant from our office facilities
and lower interest earned on the decrease in interest rates.

Provision for Income Taxes

There was a $16,000 income tax benefit for the six months
ended June 30, 2003 on a pretax loss of $2,729,000, compared to an $11,000
income tax expense on a pretax loss of $1,420,000 for the six months ended June
30, 2002.  Income tax benefit for the six months ended June 30, 2003 is due to a
benefit of $28,000 for amortization of the deferred tax liability associated
with non-goodwill intangibles relating to the HiNT Corp. acquisition partially
offset by $12,000 of miscellaneous state and foreign income taxes currently
payable.  The current benefit differs from the expected benefit derived by
applying the applicable U.S. federal statutory rate to the loss from operations
primarily due to nondeductible acquisition-related items and losses that are not
currently benefited.

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 deferred tax asset.

Liquidity and Capital Resources

Cash and cash equivalents and short and long-term
marketable securities were $22.0 million at June 30, 2003, an increase of
$0.3 million from $21.7 million at December 31, 2002.  The increase was
primarily due to the following: (1) a net loss of $2.7 million adjusted for non-
cash expenses of $3.2 million, (2) a decrease in income tax receivable of $3.6
million, and (3) an increase in accounts payable of $0.5 million.  Such
increases were partially offset by increases in accounts receivable and
inventories of $1.4 million and $1.0 million, respectively, (2) net cash paid in
connection with the HiNT acquisition of $0.7 million, (3) capital expenditures
of $0.9 million, and (4) cash paid for stock repurchases totaling $0.9 million.

As of June 30, 2003, there were no significant changes in
purchase 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
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.

Inventory Write-downs. We evaluate the write-downs for
inventory based on a combination of factors. Based on the life of the product,
sales history, obsolescence, and sales forecast, we record write-downs 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.

Allowance for Doubtful Accounts. We evaluate the
collectibility of our accounts receivable based on length of time the
receivables are past due. 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 credit worthiness 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.  We adopted Statement of Financial
Accounting Standard No. 142, "Goodwill and Other Intangible Assets" on January
1, 2002. This standard requires that goodwill and intangible assets deemed to
have indefinite lives are no longer amortized, but rather are reviewed for
impairment annually, or more frequently if certain indicators arise.
Although at June 30, 2003, no impairment of goodwill has been recognized,
it is reasonably possible that assumptions upon which the recoverability of
goodwill were based could differ in the future.  In that event, impairment
charges could be required.

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 June 30, 2003,
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,
- general economic conditions,
- our ability to develop, introduce and market new products
and technologies on a timely basis,
- changes in our pricing policies or those of our
competitors or suppliers, including decreases in unit average selling prices of
our products,
- introduction of products and technologies by our
competitors,
- shifts in our product mix toward lower margin
products,
- the availability of production capacity at the
fabrication facilities that manufacture our products,
- the availability and cost of materials to our suppliers,
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 Results Of Operations Have Been Adversely Affected By The
Ongoing Slowdown In The Global Economy

Over the past year, the global economy has been experiencing
a slowdown due to many factors, including decreased consumer confidence,
unemployment, the ongoing threat and cost of terrorism and reduced corporate
profits and capital spending. As a result of these unfavorable economic
conditions, we continue to experience reduced customer order rates. If these
economic conditions in the United States continue or worsen or if a wider or
global economic slowdown occurs, our business, financial condition and results
of operations may be materially and adversely affected.

We May Fail To Adequately Integrate Acquired Businesses

In May 2003, we acquired HiNT Corporation, a fabless
semiconductor supplier of PCI and PCI-X chips, in a transaction accounted for as
a purchase transaction.  There can be no assurance that this acquisition will be
effectively assimilated into our business.  The integration of HiNT will place a
burden on our management and infrastructure.  Such integrations are subject to
risks commonly encountered in making such acquisitions, including, among others,
loss of key personnel of the acquired company, loss of key customers and
business relationships of the acquired company, the difficulty associated with
assimilating and integrating the personnel, operations and technologies of the
acquired company, the potential disruption of our ongoing business, and the
maintenance of uniform standards, controls, procedures, employees and clients.
There can be no assurance that we will be successful in overcoming these risks
or any other problems encountered in connections with our acquisition of
HiNT.

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

There have been a significant number of mergers and
acquisitions in the semiconductor industry 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 one-time write-offs,
- the incurrence of debt and contingent liabilities or
amortization expenses related to goodwill and 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.

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 sales in any particular period.
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.

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 existing
manufacturing processes and products, perceived advantages over competing
products and the level of customer service available to support such products.
Moreover, manufacturers often rely on a limited number of equipment vendors to
meet their manufacturing equipment needs.  As a result, market acceptance of our
products may be adversely affected to the extent potential customers utilize a
competitor's manufacturing equipment.  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 note 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 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.

Further, the spread of the Severe Acute Respiratory Syndrome
(SARS) virus and the extent of local preventive measures could affect the
production capabilities of our manufacturers, all of which are located in Asia.
If this or any factor hinders our ability to obtain products from our
manufacturers in a timely basis, there could be significant disruption in 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 embedded 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, as we start to sell our processor
products, we will compete with established embedded microprocessor companies and
others.  Many of these indirect competitors and microprocessor 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, 2002.

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 embedded 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 embedded systems markets
including networking and telecommunications, enterprise storage, imaging and
industrial applications.  The size and rate of growth of these embedded 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 embedded 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.

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.  In the six months ended June 30, 2003 and 2002, net revenues
through distributors accounted for approximately 54% and 53%, 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.

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

Substantially all of our revenues are derived from sales of
products, which rely on the PCI standard.  If the embedded systems markets move
away from this standard 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, the PCI standard is
continuously evolving, and we may not be able to modify our products to address
new PCI 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 embedded 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 thereunder 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 last few years, 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 59% of our
revenues for the six months ended June 30, 2003.  In 2002, 2001 and 2000, sales
outside of North America accounted for 58%, 44% and 39% 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 of fixed income
securities, including those classified as cash equivalents, of approximately
$21.3 million at June 30, 2003.  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.  We invest primarily in high quality, short-term
and long-term debt instruments.  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.

As of the end of the period covered by this report,, we
carried out an evaluation, under the supervision and with the participation of
our President and Chief Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures.  Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in this report on 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 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

In connection with the acquisition of
HiNT Corporation on May 22, 2003, the Company exchanged approximately $3.6
million in cash and 2,996,589 shares of its common stock, valued at $9.6
million, to the former shareholders of HiNT Corporation.  The shares were issued
in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as
amended, and were registered for resale on a Form S-3 (File No. 333-105745)
registration statement declared effective on June 11, 2003.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS



At the Company's Annual Meeting of Stockholders held on
May 21, 2003, the following individuals were elected to the Board of
Directors:



|Name               | Votes For  | Votes Against | Votes Withheld
|------------------ | ---------- | ------------- | --------------
|Michael J. Salameh | 18,675,481 | 127,513       | 2,337,892     
|D. James Guzy      | 18,587,609 | 215,385       | 2,337,892     
|Timothy Draper     | 18,675,599 | 127,395       | 2,337,892     
|Young K. Sohn      | 18,650,849 | 152,145       | 2,337,892     
|John H. Hart       | 18,649,649 | 153,345       | 2,337,892     
|Robert H. Smith    | 18,675,479 | 127,515       | 2,337,892     

The following proposals were approved at the Company's Annual Meeting:



|                                                                                                                          | Affirmative Votes | Negative Votes
|------------------------------------------------------------------------------------------------------------------------- | ----------------- | --------------
|Ratification of the appointment of Ernst & Young LLP as
independent auditors for the fiscal year ending December 31, 2003 | 18,446,764        | 352,620       

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits



|ExhibitNumber                                                                                                                                   | Description                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2 (1)

10.1*                                                                                                                                  | Agreement and Plan of Reorganization by and
among PLX Technology Inc., HT Acquisition Sub, LLC, HiNT Corporation, and
Herbert Chang as Shareholders' agent.
Sebring Systems, Inc. 1997 Stock Option/Stock Issuance
Plan.
|10.2*                                                                                                                                           | HiNT Corporation 2000 Stock Plan.                                                                                                                                                                                       
|31.1                                                                                                                                            | Certification of President 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 President Pursuant to
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 Section 1350, Chapter 63 of Title 18, United States Code,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                    
|*  Management contract or compensatory plan or arrangement.
(1)  Incorporated by reference to Exhibit 2.1 to Form 8-K as filed on May 27,
2003.

(b)	Reports on Form 8-K

1. A report on Form 8-K was filed by the Company on May 27,
2003 relating to the acquisition of HiNT Corporation.
2. A report on Form 8-K was furnished by the Company on
April 16, 2003 relating to a press release announcing the Company's preliminary
earnings release for the quarter ended March 31, 2003.

---



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: August 5, 2003



|By: /s/ Rafael Torres                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Rafael Torres                                                                                                                                                                             
|Vice President, Finance and
                            Chief Financial Officer
                           (Authorized Officer and
                           Principal Financial Officer)

---

EXHIBIT INDEX





|ExhibitNumber                                                                                                                                            | Description                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2 (1)

10.1*                                                                                                                                           | Agreement and Plan of Reorganization by and
among PLX Technology Inc., HT Acquisition Sub, LLC, HiNT Corporation, and
Herbert Chang as Shareholders' agent.
Sebring Systems, Inc. 1997 Stock Option/Stock Issuance
Plan.
|10.2*                                                                                                                                                    | HiNT Corporation 2000 Stock Plan.                                                                                                                                                                                       
|31.1                                                                                                                                                     | Certification of President 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 President Pursuant to
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 Section 1350, Chapter 63 of Title 18, United States Code,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                    
|_________*  Management contract or compensatory plan or arrangement.
(1)  Incorporated by reference to Exhibit 2.1 to Form 8-K as filed on May 27,
2003.

---