Sec Form 4 Filing - MATHEWS PETER B @ FORMFACTOR INC - 2006-02-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MATHEWS PETER B 2. Issuer Name and Ticker or Trading Symbol FORMFACTOR INC [ FORM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr VP of Worldwide Sales (Last) (First) (Middle) 7005 SOUTHFRONT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2006 (Street) LIVERMORE, CA94551 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/06/2006 M 12,083 A $ 19.5 14,716 D Common Stock ( 1 ) 02/06/2006 S 12,083 D $ 36.3786 2,633 D Common Stock 02/06/2006 M 2,519 A $ 5.5 5,152 D Common Stock ( 1 ) 02/06/2006 S 2,519 D $ 35.65 2,633 D Common Stock 02/06/2006 M 10,000 A $ 5.5 12,633 D Common Stock ( 1 ) 02/06/2006 S 10,000 D $ 35.6575 2,633 D Common Stock 02/06/2006 M 19,616 A $ 6.5 22,249 D Common Stock ( 1 ) 02/06/2006 S 19,616 D $ 35.8413 2,633 D Common Stock 02/06/2006 M 10,119 A $ 6.5 12,752 D Common Stock ( 1 ) 02/06/2006 S 10,119 D $ 36.2219 2,633 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 5.5 02/06/2006 M 2,519 09/21/2000( 2 ) 09/21/2010 Common Stock 2,519 $ 0 10,000 D Non-Qualified Stock Option (right to buy) $ 5.5 02/06/2006 M 10,000 09/21/2000( 2 ) 09/21/2010 Common Stock 10,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 6.5 02/06/2006 M 19,616 10/30/2001( 2 ) 10/30/2011 Common Stock 19,616 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 6.5 02/06/2006 M 10,119 04/17/2002( 3 ) 04/17/2012 Common Stock 10,119 $ 0 32,997 D Non-Qualified Stock Option (right to buy) $ 19.5 02/06/2006 M 12,083 08/14/2003( 4 ) 08/14/2013 Common Stock 12,083 $ 0 33,279 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MATHEWS PETER B 7005 SOUTHFRONT ROAD LIVERMORE, CA94551 Sr VP of Worldwide Sales Signatures By: Stuart L. Merkadeau, Attorney-in-Fact For: Peter B. Mathews 02/08/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to Rule 10b5-1 Plan. ( 2 )The option, which is immediately exercisable, is fully vested. ( 3 )The option, which is immediately exercisable, vests over a one-year period in equal monthly installments, starting March 6, 2005. ( 4 )Options vest and become exercisable as to 1/48th of the total number of shares each month starting on grant date.

Remarks: On January 31, 2006, Mr. Mathews acquired 847 shares from FormFactor through the 2002 Employee Stock Purchase Plan. The amount of shares beneficially owned by Mr. Mathews in Column 5 includes the acquisition of such shares.THE CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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