10-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1 TO FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, 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.
(Exact name of Registrant as Specified in its Charter)

 

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

870 Maude Avenue
Sunnyvale, California    94085
(Address of Principal Executive Offices including Zip Code)

(408) 774-9060
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.001 par value per share

     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 such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]     No [     ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.    [     ]

     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 [     ]

     The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant's common stock on June 30, 2004, as reported on The Nasdaq National Market, was approximately $301,480,368. Shares of common stock held by each executive officer and director and by each person who to the registrant's knowledge owns 5% or more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

      The number of shares of common stock outstanding at February 23, 2005 was 26,800,473.

DOCUMENTS INCORPORATED BY REFERENCE

      PART III OF THIS REPORT ON FORM 10-K INCORPORATES INFORMATION BY REFERENCE FROM THE REGISTRANT'S PROXY STATEMENT FOR ITS 2004 ANNUAL MEETING OF STOCKHOLDERS -- ITEMS 10, 11, 12, 13, AND 14.

EXPLANATORY NOTE

This Amendment to the Registrant's Form 10-K for the year ended December 31, 2004 is being filed to include a revised Consent of Independent Registered Public Accounting Firm as the original exhibit contained a typographical error. The remainder of the Registrant's Form 10-K, previously filed on March 1, 2005, remains unchanged.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

March 2, 2005 PLX Technology, Inc. by:     /s/ Michael J. Salameh
Name: Michael J. Salameh
Title: Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A has been signed by the following persons in the capacities and on the date indicated:

Name and Signature	Title(s)	Date
/s/ Michael J. Salameh Michael J. Salameh	Chief Executive Officer and Director (Principal Executive Officer)	March 2, 2005
/s/ Rafael Torres Rafael Torres	Vice President, Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	March 2, 2005
*           D. James Guzy	Director and Chairman of the Board of Directors	March 2, 2005
*           Timothy Draper	Director	March 2, 2005
*           Robert H. Smith	Director	March 2, 2005
*           John H. Hart	Director	March 2, 2005
*           Wei-Ti Lu	Director	March 2, 2005
*           Thomas Riordan	Director	March 2, 2005
*           Patrick Verderico	Director	March 2, 2005

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*By: /s/ /s/ Michael J. Salameh
      /s/ Michael J. Salameh
      Attorney in Fact

EXHIBIT INDEX

Exhibit
Number	Description
2.1 (3)	Agreement and Plan of Reorganization dated May 6, 2003 by and among PLX Technology, Inc., HT Acquisition Sub, LLC, HiNT Corporation and Herbert Chang as Shareholders' Agent.
3.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2 (1)	Registrant's Amended and Restated Bylaws.
3.3 (1)	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by reference.
4.1	Reference is made to Exhibits 3.1 and 3.3.
4.2	Registration Rights Agreement, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-3, filed on June 21, 2004 and incorporated herein by reference.
10.1 (1)*	Form of Indemnification Agreement between PLX and each of its Officers and Directors.
10.2 (1)*	1998 Stock Incentive Plan.
10.3 (1) (2)*	1999 Stock Incentive Plan, As Amended.
10.4 (1)	Lease Agreement dated October 17, 1997 between The Arrillaga Foundation and The Perry Foundation as Landlords and PLX as Tenant, as amended.
10.10 (6)*	HiNT Corp. 2000 Stock Plan.
10.11 (5)*	Sebring Systems, Inc. 1997 Stock Otion/Stock/Issuance Plan.
10.12 (7)*	NetChip Technology, Inc. 1996 Flexible Stock Incentive Plan.
10.13*	PLX Technology, Inc. 2004 Bonus and Deferred Compansation Plan, filed as Exhibit 10.2 to the Company's quarterly report on Form S-3 for the quarter ended June 30, 2004, and incorporated herein by reference.
21.1**	Subsidiaries of the Company.
23.1	Consent of Independent Registered Public Accounting Firm.
31.1**	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 **	Certification of Chief Executive Officer Pursuant to 18 U.S.C.Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to the same numbered exhibit previously filed with the Company's Registration Statement on Form S-1 (Registration No. 333-71795).
(2)	Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2002.
(3)	Incorporated by reference to Exhibit 2.1 to Form 8-K as filed on May 27, 2003.
(4)	Incorporated by reference to the same numbered exhibit previously filed with the Company's Form 10-K as filed on March 13, 2003.
(5)	Incorporated by reference to Exhibit 2.1 to Form 8-K as filed on June 2, 2000.
(6)	Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2003.
(7)	Incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2004.
(*)	Management contract or compensatory plan or arrangement.
(**)	Filed previously

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-3 Nos. 333-40722, 333-105745 and 333-116702 and Form S-8 Nos. 333-88259, 333-38992, 333-38990, 333-67026, 333-97741, 333-105748 and 333-116704) pertaining to the PLX Technology, Inc. 1998 Stock Incentive Plan, the PLX Technology, Inc. 1999 Stock Incentive Plan, the Sebring Systems, Inc. 1997 Stock Option/Stock Issuance Plan, the HiNT Corporation 2000 Stock Plan, and the NetChip Technology, Inc. 1996 Flexible Stock Incentive Plan of our reports dated February 24, 2005, with respect to the consolidated financial statements and schedule of PLX Technology, Inc., PLX Technology, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of PLX Technology Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2004.

San Jose, California
February 24, 2005

/s/ ERNST & YOUNG LLP