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

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FORM 10-Q

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

For the quarterly period ended September 30, 2004

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 [ X ]
      NO [     ]

As of November 1, 2004, there were 26,552,594 shares of common stock, par value $0.001 per share, outstanding.







PLX Technology, Inc.

                                     Index To

                                    Report on Form 10-Q

                             For Quarter Ended September 30, 2004



|PART I.   FINANCIAL INFORMATION                                                                                                     | Page No.
|----------------------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                                    |         
|Item 1.     Financial Statements (Unaudited):                                                                                       |         
|                                                                                                                                    |         
|Condensed Consolidated Balance Sheets at
         September 30, 2004 and December 31, 2003                                          | 3       
|                                                                                                                                    |         
|Condensed Consolidated Statements of Operations for the three
          
         and nine months ended September 30, 2004 and 2003 | 4       
|                                                                                                                                    |         
|Condensed Consolidated Statements of Cash Flows for the nine
          
         months ended September 30, 2004 and 2003           | 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                                                              | 27      
|                                                                                                                                    |         
|Item 4.     Controls and Procedures                                                                                                 | 27      
|                                                                                                                                    |         
|PART II.  OTHER INFORMATION                                                                                                         |         
|                                                                                                                                    |         
|Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds                                                             | 27      
|                                                                                                                                    |         
|Item 6.     Exhibits and Reports on Form 8-K                                                                                        | 28      
|                                                                                                                                    |         
|Signature                                                                                                                           | 29      

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PART I.   FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS



PLX TECHNOLOGY,
INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

`September 30, December 31,
                                                         2004          2003 (1)
                                                     ------------  ------------
                                                      (unaudited)
ASSETS
Current assets:
  Cash and cash equivalents........................ $      9,427  $     10,955
  Short-term marketable securities.................       10,801        10,052
  Accounts receivable, net.........................        6,165         4,998
  Inventories......................................        4,351         1,893
  Income tax receivable............................           --            --
  Other current assets.............................        1,252         1,730
                                                     ------------  ------------
Total current assets...............................       31,996        29,628
Property and equipment, net........................       30,978        31,068
Long-term marketable securities....................       11,532         2,049
Goodwill...........................................       30,970        15,998
Other purchased intangible assets..................        7,503         2,730
Other assets.......................................           89           330
                                                     ------------  ------------
Total assets.......................................      113,068  $     81,803
                                                     ============  ============
LIABILITIES
Current liabilities:
  Accounts payable................................. $      4,558  $      1,768
  Accrued compensation and benefits................        1,998         1,427
  Deferred revenues................................        1,678           991
  Accrued commissions..............................          332           368
  Other accrued expenses...........................        2,264         1,228
                                                     ------------  ------------
Total current liabilities..........................       10,830         5,782
                                                     ------------  ------------
STOCKHOLDERS' EQUITY
  Common stock, par value..........................           26            24
  Additional paid-in capital.......................      111,477        84,508
  Deferred compensation............................         (818)          (44)
  Notes receivable for employee stock purchases....           --           (70)
  Accumulated other comprehensive loss.............         (166)          (49)
  Accumulated deficit..............................       (8,281)       (8,348)
                                                     ------------  ------------
Total stockholders' equity.........................      102,238        76,021
                                                     ------------  ------------
Total liabilities and stockholders' equity......... $    113,068  $     81,803
                                                     ============  ============`

(1)  Derived from
  audited financial statements

See accompanying notes to condensed consolidated financial statements.

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PLX TECHNOLOGY,
INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)



`Three Months Ended     Nine Months Ended
                                                             September 30,        September 30,
                                                        --------------------  --------------------
                                                           2004       2003       2004       2003
                                                        ---------  ---------  ---------  ---------
Net revenues.......................................... $  15,457  $  10,283  $  41,115  $  27,446
Cost of revenues......................................     5,639      2,846     13,793      7,879
                                                        ---------  ---------  ---------  ---------
Gross margin..........................................     9,818      7,437     27,322     19,567
                                                        ---------  ---------  ---------  ---------
Operating expenses:
  Research and development............................     4,765      3,816     13,216     11,422
  Selling, general and administrative.................     4,209      3,301     11,655      9,552
  In-process research and development.................        --         --      1,123        875
  Amortization of purchased intangible assets.........       467        297      1,206        634
                                                        ---------  ---------  ---------  ---------
Total operating expenses..............................     9,441      7,414     27,200     22,483
                                                        ---------  ---------  ---------  ---------
Income (loss) from operations.........................       377         23        122     (2,916)
Interest income and other, net........................       134        138        301        348
                                                        ---------  ---------  ---------  ---------
Income (loss) before provision for income taxes.......       511        161        423     (2,568)
Provision for income taxes............................       184         32        356         16
                                                        ---------  ---------  ---------  ---------
Net income (loss)..................................... $     327  $     129  $      67  $  (2,584)
                                                        =========  =========  =========  =========

Basic net income (loss) per share..................... $    0.01  $    0.01  $    0.00  $   (0.12)
                                                        =========  =========  =========  =========
Shares used to compute basic per share amounts........    26,342     23,797     25,028     22,392
                                                        =========  =========  =========  =========`

See accompanying notes to condensed consolidated financial statements.

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PLX TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



`Nine Months Ended
                                                                         September 30,
                                                                     --------------------
                                                                        2004       2003
                                                                     ---------  ---------
Cash flows from operating activities
Net income (loss).................................................. $      67  $  (2,584)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
  Depreciation.....................................................     1,663      1,723
  Amortization of deferred compensation............................       100        942
  Amortization of purchased intangible assets......................     1,206        634
  In process research and development..............................     1,123        875
  Other non-cash items.............................................        99         91
  Changes in operating assets and liabilities:
    Accounts receivable............................................       399     (1,572)
    Inventories....................................................    (1,964)    (1,082)
    Income tax receivable..........................................        --      3,635
    Other current assets...........................................       491      1,019
    Other assets...................................................       244        (44)
    Accounts payable...............................................     1,697       (283)
    Accrued compensation and benefits..............................       348        367
    Deferred revenues..............................................       687        304
    Other accrued expenses.........................................       130       (528)
                                                                     ---------  ---------
Net cash provided by operating activities..........................     6,290      3,497
                                                                     ---------  ---------
Investing Activities
Payment for the acquisition of HiNT, net of cash acquired..........      (137)      (704)
Cash acquired from the acquisition of NetChip......................     2,821         --
Purchases of marketable securities.................................   (21,521)    (2,200)
Sales and maturities of marketable securities......................    11,077      5,000
Purchases of property and equipment................................    (1,509)    (1,186)
                                                                     ---------  ---------
Net cash provided by (used in) investing activities................    (9,269)       910
                                                                     ---------  ---------
Financing Activities
Proceeds from sales of common stock................................     1,387         62
Repurchases of common stock........................................        --       (922)
Repayment of stockholders notes receivable.........................        70         --
                                                                     ---------  ---------
Net cash provided by (used) in financing activities................     1,457       (860)
                                                                     ---------  ---------
Effect of exchange rate fluctuations on cash and cash equivalents..        (6)       (11)
                                                                     ---------  ---------
Increase (decrease) in cash and cash equivalents...................    (1,528)     3,536
Cash and cash equivalents at beginning of year.....................    10,955      5,482
                                                                     ---------  ---------
Cash and cash equivalents at end of period......................... $   9,427  $   9,018
                                                                     =========  =========`

See accompanying notes to condensed
                       consolidated financial statements

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PLX TECHNOLOGY,
INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1.	Basis of Presentation

The accompanying unaudited condensed consolidated
financial statements of PLX Technology, Inc. and its wholly-owned subsidiaries
(collectively, "PLX" or the "Company") as of September 30,
2004 and for the three and nine-month periods ended September 30, 2004 and 2003
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  In the opinion of management, the unaudited
condensed consolidated financial statements include all adjustments (consisting
only of normal recurring accruals) that management considers necessary for a
fair presentation of the Company's financial position, operating results and
cash flows for the interim periods presented. Operating results and cash flows
for interim periods are not necessarily indicative of results for the entire
year.

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

This financial data should be read in conjunction with the
audited consolidated financial statements and notes thereto included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

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 Net Income (Loss)

The Company's comprehensive net income (loss) for the
three and nine months ended September 30, 2004 and September 30, 2003 was as
follows (in thousands):

`Three Months Ended    Nine Months Ended
                                                        September 30,       September 30,
                                                   -------------------- --------------------
                                                      2004       2003      2004       2003
                                                   ---------  --------- ---------  ---------
Net income (loss)................................       327        129        67     (2,584)
Unrealized gain (loss) on marketable securities,         54        (30)     (118)       (79)
Cumulative translation adjustments...............        (5)       (13)        1         (5)
                                                   ---------  --------- ---------  ---------
Comprehensive net income (loss)..................       376         86       (50)    (2,668)
                                                   =========  ========= =========  =========`

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51", which requires companies to
consolidate certain types of variable interest entities.  A variable interest
entity is an entity that has inadequate invested equity at risk to meet expected
future losses, or whose holders of the equity investments lack any of the
following three characteristics:  (i) the ability to make the Company's
decisions about the entity's activities; (ii) the obligation to absorb the
entity's losses if they occur; (iii) the right to receive the entity's future
returns if they occur.  Adoption of this statement did not have a material
impact on the Company's financial position, results of operations or cash
flows.



2.

The Company has elected to follow the intrinsic value
method under APB Opinion No. 25 and related interpretations in accounting for
its stock options and grants 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.  Using the intrinsic value method
under APB Opinion No. 25, if the exercise price of the Company's stock grants
and options equals the deemed fair value of the underlying stock on the date of
grant, no compensation expense is recognized.

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



`Three Months Ended     Nine Months Ended
                                                                             September 30,        September 30,
                                                                        --------------------  --------------------
                                                                           2004       2003       2004       2003
                                                                        ---------  ---------  ---------  ---------
Net income (loss) as reported......................................... $     327  $     129  $      67  $  (2,584)
Add: Stock-based compensation included in reported
  net income (loss)...................................................        54        117        100        942
Deduct: Stock-based compensation cost under SFAS 123..................    (1,578)    (1,352)    (4,457)    (4,681)
                                                                        ---------  ---------  ---------  ---------
Pro forma net loss.................................................... $  (1,197) $  (1,106) $  (4,290) $  (6,323)
                                                                        =========  =========  =========  =========
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.................    26,342     23,797     25,028     22,392

Pro forma net loss per common share - basic and diluted............... $   (0.05) $   (0.05) $   (0.17) $   (0.28)
                                                                        =========  =========  =========  =========
Reported net income (loss) per common share - basic and diluted....... $    0.01  $    0.01  $    0.00  $   (0.12)
                                                                        =========  =========  =========  =========`

3.	Inventories

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

`September 30, December 31,
                                 2004          2003
                             ------------  ------------
Work in process............ $      1,246  $        356
Finished goods.............        3,105         1,537
                             ------------  ------------
Total...................... $      4,351  $      1,893
                             ============  ============`

4.	Business Combination

On May 24, 2004, the Company
purchased NetChip Technology, Inc., a supplier of high-performance
semiconductors based on Universal Serial Bus (USB) and Peripheral Component
Interconnect (PCI) standards.    The aggregate purchase price, including
acquisition costs, was $22.2 million, and was substantially all paid in the form
of the Company's common stock and options to purchase common stock. The Company
acquired NetChip Technology, Inc. in order to expand its position of strength in
the market for PCI, PCI-X and PCI Express interconnect chips to include the USB
product line, where NetChip offers an industry-leading product line offering
high-performance and low-power products for the USB 2.0 market.  NetChip also
has PCI Express products in development that complement the Company's PCI
Express chips.



The Company's financial results for the three and nine months
ended September 30, 2004 reflect the acquisition from the date the transaction
was closed.



The purchase price of the NetChip Technology, Inc.
acquisition is summarized below (in thousands):

`Fair value of common stock issued............. $     21,405
Fair value of options assumed.................          315
Acquisition costs.............................          524
                                                ------------
Total consideration........................... $     22,244
                                                ============`

The Company issued an aggregate of 2,035,077 shares of its
common stock valued at $21.4 million.  The Company also assumed 126,419 stock
options with a total value of approximately $0.3 million.  The stock options
were valued using the Black-Scholes valuation model.  Additionally, the Company
incurred approximately $0.5 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 also recorded $0.9 million in deferred compensation on
the unvested options, assumed in connection with the acquisition of NetChip
Technology, Inc.  Deferred compensation is being amortized over the remaining
vesting periods of these assumed options, generally three years.



Additional consideration of the Company's common stock with a
maximum aggregate value of approximately $10 million may be paid out to the
former shareholders of NetChip Technology, Inc. in the event USB gross profits
meet certain milestones in the period ending approximately one year following
the close of the transaction.  Any additional consideration will become goodwill
in the period such additional consideration becomes payable.



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 management's
assessment of the fair value of the identified assets and liabilities
assumed.



`Net tangible assets........................... $      3,144
In-process technology.........................        1,123
Goodwill and other intangible assets:
    Goodwill..................................       11,998
    Developed/Core Technology.................        3,594
    Customer Base.............................        2,385
                                                ------------
                                                     17,977
                                                ------------
Net assets acquired........................... $     22,244
                                                ============`

Net tangible assets acquired were comprised primarily of
cash, inventory, accounts receivables, accounts payables, and other accrued
liabilities.  The acquired in-process technology was written-off in the second
quarter of 2004.  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 NetChip Technology, Inc. is approximately 6 and 3 years,
respectively.  Amortization of developed/core technology was $0.2 million for
both the three and the nine month periods ended September 30, 2004.
Amortization of customer base was $0.2 million and $0.3 million, respectively,
for the three and nine months ended September 30, 2004.



The $1.1 million 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.  The Company acquired technology consisting of
PCI Express 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.  The net cash flows from the identified
project utilized were based on estimates of revenues, cost of sales, research
and development costs, selling, general, and administrative costs, and income
taxes from the project.  These estimates were based on assumptions mentioned
below.  The research and development costs excluded costs to bring the acquired
in-process project to technological feasibility.  The estimated revenues were
based on management projections of the acquired in-process project.



Discount Rate.  The discount rate used in the present
value calculation was derived from a weighted average cost of capital, adjusted
upward to reflect the additional risk inherent in the development life cycle,
including the useful life of the technology, profitability level of the
technology, and the uncertainty of technology advances that are known at the
date of the acquisition.  The cost of capital used in discounting the net cash
flows from acquired in-process technology was 30%.



Percentage of Completion.  Percentage of completion
was determined by using costs incurred by NetChip Technology, Inc. prior to the
acquisition date compared to the remaining research and development to be
completed to bring the project to technological feasibility.  As of September
30, 2004, the Company estimated the project was over 90% complete. The Company
expects to complete the project in the first quarter of 2005.



Unaudited Pro Forma Financial Results



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, of $15.6 million.  In
addition, the Company issued 337,162 shares of common stock valued at
approximately $3.0 million and paid approximately $137,000 to former employees
and warrant holders of HiNT because certain product sales milestones were met as
of June 30, 2004.  This additional consideration was recorded as goodwill
during the three months ended September 30, 2004.  On May 24, 2004, the Company
purchased NetChip Technology, Inc., a supplier of high-performance
semiconductors based on Universal Serial Bus (USB) and Peripheral Component
Interconnect (PCI) standards, for an aggregate purchase price of $22.2 million,
as described above.



The unaudited pro forma financial information combines the
historical statements of operations of the Company, NetChip Technology, Inc.,
and HiNT Corp. for the three and nine months ended September 30, 2004 and 2003
and gives effect to the transactions, including the amortization of other
intangible assets and the amortization 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 for
each of the transactions 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 transaction 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     Nine Months Ended
                                                             September 30,        September 30,
                                                        --------------------  --------------------
                                                           2004       2003       2004       2003
                                                        ---------  ---------  ---------  ---------
Net revenues.......................................... $  15,457  $  12,072  $  50,669  $  33,821
Net income (loss)..................................... $     327  $    (301) $   1,465  $  (2,922)
Net income (loss) per share - basic .................. $    0.01  $   (0.01) $    0.06  $   (0.11)
Shared used to compute basic per share amounts........    26,452     26,169     26,358     26,312
Net income (loss) per share - diluted ................ $    0.01  $   (0.01) $    0.05  $   (0.11)
Shared used to compute diluted per share amounts......    27,239     26,169     27,474     26,312`

5.	Net Income (Loss) Per Share



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

`Three Months Ended     Nine Months Ended
                                                            September 30,         September 30,
                                                        --------------------  --------------------
                                                           2004       2003       2004       2003
                                                        ---------  ---------  ---------  ---------

Net income (loss)..................................... $     327  $     129  $      67  $  (2,584)
                                                        ========== ========== ========== ==========

Weighted average shares of common stock
   outstanding........................................    26,342     23,797     25,028     22,392
                                                        ---------  ---------  ---------  ---------

Net income (loss) per share - basic................... $    0.01  $    0.01  $    0.00  $   (0.12)
                                                        ========== ========== ========== ==========
Shares used in computing basic net income (loss)
   per share..........................................    26,342     23,797     25,028     22,392
Dilutive effect of stock options......................       787        645      1,116         --
                                                        ---------  ---------  ---------  ---------
Shares used in computing diluted net income
   (loss) per share...................................    27,129     24,442     26,144     22,392
                                                        ========== ========== ========== ==========
Net income (loss) per share - diluted................. $    0.01  $    0.01  $    0.00  $   (0.12)
                                                        ========== ========== ========== ==========`

Employee stock options to purchase approximately 3.9 and 3.7
million shares for the three month periods ended September 30, 2004 and
September 30, 2003, respectively, were outstanding, but were not included in the computation of diluted earnings per
share because the exercise price of the stock options was greater than the
average share price of the common shares and, therefore, the effect would have
been anti-dilutive.



Employee stock options to purchase approximately 3.6 million
shares for the nine month period ended September 30, 2004 were outstanding, but
were not included in the computation of diluted earnings per share because the
exercise price of the stock options was greater than the average share price of
the common shares and, therefore, the effect would have been anti-dilutive.  As
the Company incurred a loss for the nine month period ended September 30, 2003,
the effect of the dilutive securities, totaling 4.3 million equivalent shares,
have been excluded from the computation of diluted loss per share, as their
impact would have been anti-dilutive.

6.	Segments of an Enterprise and Related Information

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



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

`Three Months Ended     Nine Months Ended
                                                             September 30,        September 30,
                                                        --------------------  --------------------
                                                           2004       2003       2004       2003
                                                        ---------  ---------  ---------  ---------
Revenues:
  United States....................................... $   3,806  $   2,787  $  12,223  $   8,877
  Asia - excluding Taiwan and Japan...................     3,489      2,062      9,994      5,077
  Taiwan..............................................     3,124      1,396      6,066      2,969
  Europe - excluding France...........................     1,836      1,374      5,475      3,706
  Japan...............................................     2,021        969      4,153      2,628
  France..............................................       694      1,284      1,694      2,863
  Americas - excluding United States..................       487        411      1,510      1,326
                                                        ---------  ---------  ---------  ---------
Total................................................. $  15,457  $  10,283  $  41,115  $  27,446
                                                        =========  =========  =========  =========`

For the three months ended September 30, 2004, one direct
customer and one distributor accounted for 10% and 13%, respectively, of net
revenues.  For the same period in 2003, a different distributor accounted for
12% of net revenues.  For the nine months ended September 30, 2004, one
distributor accounted for 12% of net revenues.  For the same period in
2003, a different distributor accounted for 10% of net revenues. No other
individual direct customer or distributor represented greater than 10% of net
revenues.



7.	Income Taxes

Income tax expense of $0.2 million and
$0.4 million was recorded for the three and nine month periods ended September
30, 2004, respectively, compared to income tax expense of $32,000 and $16,000
for the same periods in, 2003.  Income tax expense is primarily due to federal
alternative minimum tax, miscellaneous state income taxes and foreign income
taxes currently payable.  The current expense differs from the expected
provision derived by applying the applicable U.S. federal statutory rate to the
income from operations primarily due to nondeductible acquisition-related items
and a change in the valuation allowance.



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

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

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



The following discussion should be read in conjunction with
the audited consolidated financial statements and the notes thereto included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

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, consumer 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 2004, we acquired NetChip Technology, Inc. a supplier
of high-performance semiconductors based on Universal Serial Bus (USB) and
Peripheral Component Interconnect (PCI) standards.  NetChip also has PCI Express
products in development that complement our PCI Express chips.  Beginning May
24, 2004, our operating results include results of NetChip Technology, Inc. and
its products.

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

We rely on a combination of direct sales personnel,
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 requests volume production of our products.
Due to the variability and length of these design cycles and variable demand
from customers, we may experience significant fluctuations in new orders from
month to month.  In addition, we typically make inventory purchases prior to
receiving customer orders.  Consequently, if anticipated sales and shipments in
any quarter do not occur when expected, expenses and inventory levels could be
disproportionately high, and our results for that quarter and potentially future
quarters would be materially and adversely affected.

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



RESULTS OF OPERATIONS

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

`Three Months Ended     Nine Months Ended
                                                            September 30,         September 30,
                                                        --------------------  --------------------
                                                           2004       2003       2004       2003
                                                        ---------  ---------  ---------  --------- 
Net revenues..........................................     100.0 %    100.0 %    100.0 %    100.0 %
Cost of revenues......................................      36.5       27.7       33.5       28.7
                                                        ---------  ---------  ---------  ---------
Gross margin..........................................      63.5       72.3       66.5       71.3
                                                        ---------  ---------  ---------  ---------
Operating expenses:
  Research and development............................      30.8       37.1       32.1       41.6
  Selling, general and administrative.................      27.2       32.1       28.3       34.8
  In-process research and development.................        --         --        2.7        3.2
  Amortization of purchased intangible assets.........       3.0        2.9        2.9        2.3
                                                        ---------  ---------  ---------  ---------
Total operating expenses..............................      61.0       72.1       66.0       81.9
                                                        ---------  ---------  ---------  ---------
Income (loss) from operations.........................       2.5        0.2        0.5      (10.6)
Interest income and other, net........................       0.9        1.3        0.7        1.3
                                                        ---------  ---------  ---------  ---------
Income (loss) before provision for income taxes.......       3.4        1.5        1.2       (9.3)
Provision for income taxes............................       1.2        0.3        0.9        0.1
                                                        ---------  ---------  ---------  ---------
Net income (loss).....................................       2.2 %      1.2 %      0.3 %     (9.4)%
                                                        =========  =========  =========  =========`

Net Revenues



Net revenues consist of product revenues generated
principally by sales of our semiconductor devices.  Net revenues for the three
months ended September 30, 2004 were $15.5 million, an increase of 50.3% from
$10.3 million for the three months ended September 30, 2003.  The increase was
primarily due to sales of our USB products acquired as part of the NetChip
Technology, Inc. acquisition which was completed in May 2004.  The three months
ended September 30, 2004 represented the first full quarter of USB product sales
which accounted for approximately 27.5% of our total net revenues.
Our USB products are characterized by relatively fast customer design cycles,
relatively fast product ramps and relatively short customer product life cycles.
These factors may result in a greater degree of revenue fluctuation from USB
products as compared to our PCI business.



For the three months ended September 30, 2004, one direct
customer and one distributor accounted for 10% and 13%, respectively, of net
revenues. For the same period in 2003, a different distributor accounted for 12%
of net revenues.  For both of these periods, no other individual distributor or
direct customer represented greater than 10% of net revenues.



Net revenues for the nine months ended September 30, 2004
were $41.1 million, an increase of 49.8% from $27.4 million for the nine months
ended September 30, 2003.  The increase was primarily due to sales of our USB
products acquired as part of the NetChip Technology, Inc. acquisition.  Revenues
for the nine months ended September 30, 2004 include USB product sales since May
24, 2004 which have accounted for approximately 16.0% of our total net revenues.
For the nine months ended September 30, 2004, one distributor accounted for 12%
of net revenues.  For the same period in 2003, a different distributor
accounted for 10% of net revenues. For both of these periods, no other
individual direct customer or 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 (1) purchasing semiconductor
devices from our independent foundries, (2) package, assembly and test services
from our independent foundries and assembly and test contractors and (3) our
operating costs associated with the procurement, storage, and shipment of
products.



Gross margin for the three months ended September 30, 2004
was 63.5%, a decrease of 8.8% from 72.3% for the same period in 2003.  Excluding
benefits from selling previously written-down inventory of approximately $0.4
million and $0.2 million for the three months ended September 30, 2004 and 2003,
respectively, gross margin decreased to 61.1% for the three months ended
September 30, 2004, from 70.7% for the same period in 2003.  The decrease in
gross margin was primarily due to higher unit shipments of our USB products
which deliver lower margins compared to our PCI products.  The USB product line
was acquired pursuant to our acquisition of NetChip, which was completed in May
2004.



Gross margin for the nine months ended September 30, 2004 was
66.5%, a decrease of 4.8% from 71.3% for the same period in 2003.  Excluding
benefits from selling previously written-down inventory of approximately $0.5
million for each of the nine months ended September 30, 2004 and 2003, gross
margin decreased to 65.1% for the nine months ended September 30, 2004, from
69.5% for the same period in 2003.  The decrease in gross margin was primarily
due to higher unit shipments of our USB products which deliver lower margins
compared to our PCI products.



Research and Development Expenses



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



R&D as a percentage of net revenues decreased to 30.8%
for the three months ended September 30, 2004, as compared to 37.1% for the same
period in 2003.  The percentage decrease is due primarily to revenues increasing
at a higher rate than costs.  In absolute dollars, R&D expenses increased by
$1.0 million or 24.9% to $4.8 million for the three months ended September 30,
2004 from $3.8 million for the same period in 2003.  Excluding deferred
compensation amortization of $34,000 and $0.1 million for the three months ended
September 30, 2004 and 2003, respectively, R&D increased by $1.0 million to
$4.7 million for the three months ended September 30, 2004 from $3.7 million for
the same period in 2003.  The increase in R&D was due to higher compensation
and benefit expenses of $0.5 million resulting mainly from higher headcount
resulting from the NetChip acquisition, and an increase in engineering tools
expense of $0.5 million associated with the development of new products and
enhancement of existing products.



R&D as a percentage of net revenues decreased to 32.1%
for the nine months ended September 30, 2004, as compared to 41.6% for the same
period in 2003.  The percentage decrease is due primarily to revenues increasing
at a higher rate than costs.  In absolute dollars, R&D expenses increased by
$1.8 million or 15.7% to $13.2 million for the nine months ended September 30,
2004 from $11.4 million for the same period in 2003.  Excluding deferred
compensation of $58,000 and $0.9 million for the nine months ended September 30,
2004 and 2003, R&D increased by $2.7 million to $13.2 million for the nine
months ended September 30, 2004 from $10.5 million for the same period in 2003.
The increase in R&D was due to higher compensation and benefit expenses of
$1.3 million resulting mainly from higher headcount resulting from the NetChip
and HiNT acquisitions, an increase in engineering tools expense of $1.0 million
associated with the development of new products and enhancement of existing
products, and an increase in software license expense of $0.3 million.



We expect research and development expenses in absolute
dollars to likely increase in future periods.



Selling, General and Administrative Expenses



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



SG&A as a percentage of net revenues decreased to 27.2%
for the three months ended September 30, 2004, as compared to 32.1% for the same
period in 2003.  The percentage decrease is due primarily to revenues increasing
at a higher rate than costs.  In absolute dollars, SG&A expenses increased
by $0.9 million or 27.5% to $4.2 million for the three months ended September
30, 2004 from $3.3 million for the same period in 2003.  The increase in
SG&A was due primarily to higher compensation and benefit expenses of $0.2
million resulting mainly from higher headcount resulting from the NetChip
acquisition, higher consulting and professional fees of $0.4 million resulting
mainly from our Sarbanes Oxley compliance effort, and an increase of
approximately $0.1 million in sales commissions to manufacturer's
representatives as a result of higher revenues.



SG&A as a percentage of net revenues decreased to 28.3%
for the nine months ended September 30, 2004, as compared to 34.8% for the same
period in 2003.  The percentage decrease is due primarily to revenues increasing
at a higher rate than costs.  In absolute dollars, SG&A expenses increased
by $2.1 million or 22.0% to $11.7 million for the nine months ended September
30, 2004 from $9.6 million for the same period in 2003.  The increase in
SG&A was due primarily to higher compensation and benefit expenses of $0.9
million resulting mainly from higher headcount in connection with acquisitions,
higher consulting and professional fees of $0.5 million resulting mainly from
our Sarbanes Oxley compliance effort, and an increase of approximately $0.5
million in sales commissions to manufacturer's representatives as a result of
higher revenues.



We expect selling, general and administrative expense in
absolute dollars to likely increase in future periods.



In-Process Research and Development



Purchased in-process research and development (IPRD) of
$1.1 million and $0.9 million in the second quarter of 2004 and 2003,
respectively, represents the write-off of in-process research and development
associated with our acquisitions of NetChip Technology, Inc. on May 24, 2004 and
HiNT Corp. on May 22, 2003 (collectively, the "Acquired Companies").
At the date of each acquisition noted above, the projects associated with the
IPRD efforts had not yet reached technological feasibility and the IPRD had no
alternative future uses.  Accordingly, these amounts were expensed on the
respective acquisition dates of each of the Acquired Companies.



The NetChip IPRD 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.  The net cash flows from the
identified project utilized were based on estimates of revenues, cost of sales,
research and development costs, selling, general, and administrative costs, and
income taxes from the project.  These estimates were based on assumptions
mentioned below.  The research and development costs excluded costs to bring the
acquired in-process project to technological feasibility.  The estimated
revenues were based on management projections of the acquired in-process
project.



Discount Rate.  The discount rate used in the present
value calculation was derived from a weighted average cost of capital, adjusted
upward to reflect the additional risk inherent in the development life cycle,
including the useful life of the technology, profitability level of the
technology, and the uncertainty of technology advances that are known at the
date of the acquisition.  The cost of capital used in discounting the net cash
flows from acquired in-process technology was 30%.



Percentage of Completion.  Percentage of completion was
determined by using costs incurred by NetChip Technology, Inc. prior to the
acquisition date compared to the remaining research and development to be
completed to bring the project to technological feasibility.  As of September
30, 2004, the Company estimated the project was over 90% complete. The Company
expects to complete the project in the first quarter of 2005.



Amortization of Purchased Intangible Assets

Amortization of purchased intangible
assets for the three months ended September 30, 2004 was $0.5 million, an
increase of $0.2 million from $0.3 million for the three months ended September
30, 2003.  Amortization of purchased intangibles for the nine months ended
September 30, 2004 was $1.2 million, an increase of $0.6 million from $0.6
million for the nine months ended September 30, 2003.  The increase for both the
three and nine months ended September 30, 2004 compared to September 30, 2003 is
due primarily to additional amortization expense from developed/core technology
and customer base acquired as a result of the NetChip Technology, Inc.
acquisition in May 2004 (see Note 4 to the condensed consolidated financial
statements).  This increase was partially offset by a $0.1 million reduction in
amortization expense on certain Sebring patents which were fully amortized as of
June 2004.



Deferred Compensation



We recorded deferred compensation of $0.9 million related
to unvested stock options assumed in connection with the acquisition of NetChip
Technology, Inc. in May 2004.  The amount of deferred compensation is presented
as a reduction of stockholders' equity and is amortized ratably over the vesting
period of the applicable stock grants, generally three years.



Amortization of deferred compensation decreased by $71,000 to
$54,000 for the three months ended September 30, 2004 from $0.1 million from the
same period in 2003.  Amortization of deferred compensation decreased by $0.8
million to $0.1 million for the nine months ended September 30, 2004 from $0.9
million for the same period in 2003.  The decrease in deferred compensation for
the three and nine months ended September 30, 2004 is primarily the result of
certain stock options becoming fully vested.  This decrease was partially offset
by additional deferred compensation recorded from the NetChip Technology, Inc.
acquisition.  Substantially all of these amounts are recorded in research and
development expenses.



Interest Income and Other, Net

Interest income reflects interest
earned on cash, cash equivalents and short-term and long-term marketable
securities balances. Interest income and other remained relatively flat at $0.1
million for each of the three months ended September 30, 2004 and 2003 and at
$0.3 million for each of the nine months ended September 30, 2004 and 2003.



Provision for Income Taxes



Income tax expense of $0.2 million and $0.4 million was
recorded for the three and nine month periods ended September 30, 2004,
respectively, compared to income tax expense of $32,000 and $16,000 for the same
periods in 2003.  Income tax expense is primarily due to federal alternative
minimum tax, miscellaneous state income taxes payable and foreign income taxes
currently payable.  The current expense differs from the expected provision
derived by applying the applicable U.S. federal statutory rate to the income
from operations primarily due to nondeductible acquisition-related items and a
change in the valuation allowance.



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



Liquidity and Capital Resources

Cash and cash equivalents and short and
long-term marketable securities were $31.8 million at September 30, 2004, an
increase of $8.7 million from $23.1 million at December 31, 2003.  The increase
was primarily due to (1) net income of $0.1 million adjusted for non-cash
expenses of $4.2 million, (2) increases in accounts payable, deferred revenues,
and accrued compensation and benefits of $1.7 million, $0.7 million, and $0.3
million, respectively, (3) decreases in accounts receivable and other current
assets of $0.4 million and $0.5 million, respectively, (4) an increase in cash
received as a result of the acquisition of NetChip Technology, Inc. of $2.8
million, and (5) cash received of $1.4 million from the exercise of stock
options.  This was partially offset by an increase in inventory of $2.0 million
and capital expenditures of $1.5 million.



In May 2003 we completed the acquisition of HiNT Corp., a
fabless semiconductor supplier of Peripheral Component Interconnect (PCI) and
PCI-X bridge chips.  Under the terms of the acquisition agreement, additional
earn-out consideration comprising of shares of our common stock and cash was
payable if certain HiNT product sales milestones were met as of June 30, 2004.
During the three months ended September 30, 2004, we issued 337,162 additional
shares valued at $3.0 million to the former shareholders of HiNT and paid cash
of approximately $137,000 to former employees and warrant holders of HiNT.



On May 24, 2004, we purchased NetChip Technology, Inc., a
supplier of high-performance semiconductors based on Universal Serial Bus (USB)
and Peripheral Component Interconnect (PCI) standards.



In September 2002, our Board of Directors authorized the
repurchase of up to 2,000,000 shares of common stock.  At the
discretion of the management, we can repurchase the shares from time to time in
the open market or in privately negotiated transactions.  As of September
30, 2004, approximately 774,000 shares had been repurchased for approximately
$1,867,000 in cash.  We did not repurchase any shares during the nine month
period ended September 30, 2004.



As of September 30, 2004, non-cancelable inventory purchase
commitments were $3.5 million as compared with $1.7 million at December 31,
2003.  There were no other significant changes in contractual obligations or
commercial commitments outstanding.



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

Critical Accounting Policies

The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, revenues and expenses and
related disclosures of contingent assets and liabilities in the consolidated
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 in the period of sale.



Allowance for Doubtful Accounts. We evaluate the
collectibility of our accounts receivable based on length of time the
receivables are past due and our historical bad debt experience. 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 perform goodwill impairment tests
annually on November 1 and between annual tests if indicators of potential
impairment exist. Although at September 30, 2004, 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 September 30,
2004, 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,
- integration of our product functionality into our
customer's products
- the loss of a significant customer(s),
- our significant customers could lose market share that
may affect our business,
- the availability of production capacity at the
fabrication facilities that manufacture our products,
- our ability to develop, introduce and market new products
and technologies on a timely basis,
- introduction of products and technologies by our
competitors,
- shifts in our product mix toward lower margin
products,
- changes in our pricing policies or those of our
competitors or suppliers, including decreases in unit average selling prices of
our products,
- the availability and cost of materials to our
suppliers,
- general economic conditions, and
- political climate.

In addition, our USB products, which we acquired as part of
our May 2004 acquisition of NetChip Technology, Inc., are characterized by
relatively fast consumer design cycles, relatively fast product ramps and
relatively short customer product life cycles.  These factors may result in a
greater degree of revenue fluctuation from USB products, as compared to our PCI
business.

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.



We May Fail To Adequately Integrate Acquired Businesses

In May 2004, we acquired NetChip Technology, Inc.



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 of all of the
following:

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

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

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

Historically, a relatively small
number of customers have accounted for a significant portion of our net revenues
in any particular period.  For the three months ended September 30, 2004, one
direct customer and one distributor accounted for 10% and 13%, respectively, of
net revenues. For the same period in 2003, a different distributor accounted for
12% of net revenues. For the nine months ended September 30, 2004, one
distributor accounted for 12% of net revenues.  For the same period in
2003, a different distributor accounted for 10% of net revenues. No other
individual direct customer or distributor represented greater than 10% of net
revenues.



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



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

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

We Are Exposed To Increased Costs and Risks Associated
With Complying With Increasing And New Regulation Of Corporate Governance And
Disclosure Standards

We are spending an increased amount of management time
and external resources to comply with changing laws, regulations and standards
relating to corporate governance and public disclosure, including the Sarbanes-Oxley
 Act of 2002, new SEC regulations and Nasdaq Stock Market rules.  In
particular, Section 404 of the Sarbanes-Oxley Act of 2002 requires management's
annual review and evaluation of our internal control systems, and attestations
of the effectiveness of these systems by our independent auditors.  We are
currently documenting and testing our internal control systems and procedures
and considering improvements that may be necessary in order for us to comply
with the requirements of Section 404 by the end of 2004.  This process has
required us to hire outside advisory services and has resulted in additional
administrative expenses.  In addition, the evaluation and attestation processes
required by Section 404 are new and neither companies nor auditing firms have
significant experience in testing or complying with these requirements.
Accordingly, we may encounter problems or delays in completing the review and
evaluation, the implementation of improvements and the receipt of a positive
attestation by our independent auditors.  While we believe that we currently
have adequate internal controls over financial reporting, in the event that we
or our independent auditors determine that our controls over financial reporting
are not effective as defined under Section 404, investor perceptions of our
company may be adversely affected and could cause a decline in the market price
of our stock.

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

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

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

Rapid Technological Change Could Make
Our Products Obsolete

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

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

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



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

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

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



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



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

We do not manufacture any of our semiconductor devices.
Therefore, we are referred to in the semiconductor industry as a
"fabless" producer of semiconductors.  Consequently, we depend upon
third party manufacturers to produce semiconductors that meet our
specifications.  We currently have third party manufacturers 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.



The cyclical nature of the semiconductor industry drives wide
fluctuations in available capacity at third party manufacturers.  We may be
unable to obtain adequate manufacturing or assembly capacity from our third-party
manufacturers and assembly subcontractors to meet our customers' delivery
requirements even if we adequately forecast customer demand.

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

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

Competition in the semiconductor industry is intense.  If our
main target market, the 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, 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, 2003.



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.  For the nine months ended September 30, 2004 and 2003, net
revenues through distributors accounted for approximately 50.8% and 60.0 %,
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

A majority 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 66.6% of our
revenues for the nine months ended September 30, 2004.  In 2003, 2002, and 2001,
sales outside of North America accounted for 62.9%, 58.4%, and 43.7% of our
revenues, respectively.  Sales outside of North America may fluctuate in future
periods and may continue to account for a large portion of our revenues.  In
addition, equipment manufacturers who incorporate our products into their
products sell their products outside of North America, thereby exposing us
indirectly to foreign risks.  Further, most of our semiconductor products are
manufactured outside of North America.  Accordingly, we are subject to
international risks, including:

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

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

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

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



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

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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

We have an investment portfolio comprised of fixed income
securities, including amounts classified as cash equivalents, short-term and
long-term investments.  Our investment portfolio totaled $28.9 million at
September 30, 2004.  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 approximately a $0.2 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 Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures.  Based on
this evaluation, our Chief Executive Officer 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.  UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities.  In connection with
our acquisition of HiNT in May 2003, we agreed to pay certain additional earn-out
consideration of shares of our common stock and cash if certain HiNT product
sales milestones were met as of June 30, 2004.  Certain of such milestones have
been met.  Consequently, for such earn-out consideration payment, we issued
337,162 shares to former shareholders of HiNT and paid $137,000 to former
employees and warrant holders of HiNT during the three months ended September
30, 2004.  The shares were issued in reliance on Rule 506 of Regulation D under
the Securities Act of 1933, as amended, and have been registered for resale on a
Form S-3.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



a.    Exhibits





|Exhibit
Number | Description                                                                                                                                                                         
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                     
|31.1           | Certification ofChief
Executive OfficerPursuant 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 ofChief
Executive OfficerPursuant 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.
|               |                                                                                                                                                                                     



b.  Reports on Form 8-K



1. A report on Form 8-K was filed by the Company on August
26, 2004 relating to the appointment of Larry Chisvin as the Chief Operating
Officer.
2. A report on Form 8-K/A was filed by the Company on August
4, 2004 relating to the acquisition of NetChip Technology, Inc.
3. A report on Form 8-K was furnished by the Company on July
15, 2004 relating to a press release announcing the Company's preliminary
earnings release for the quarter ended June 30, 2004.

---



SIGNATURE



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







PLX TECHNOLOGY, INC.

Date:

By 	/s/	    Rafael Torres



---

EXHIBIT INDEX







|Exhibit
Number | Description                                                                                                                                                                         
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                     
|31.1           | Certification ofChief
Executive OfficerPursuant 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 ofChief
Executive OfficerPursuant 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.
|               |