Sec Form 4 Filing - Mittermaier Richard @ FORMFACTOR INC - 2005-02-28

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 Mittermaier Richard 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) Director of Accounting (Last) (First) (Middle) 7005 SOUTHFRONT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2005 (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 02/25/2005 M 3,570 A $ 6 4,569 D Common Stock 02/25/2005 S 3,570 D $ 23.45 999 D Common Stock 02/25/2005 M 784 A $ 6 1,783 D Common Stock 02/25/2005 S 784 D $ 23.46 999 D Common Stock 02/25/2005 M 100 A $ 6 1,099 D Common Stock 02/25/2005 S 100 D $ 23.5 999 D Common Stock 02/25/2005 M 810 A $ 6.5 1,809 D Common Stock 02/25/2005 S 810 D $ 23.45 999 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 Incentive Stock Option (right to buy) $ 6 02/25/2005 M 3,570 11/16/2000( 1 ) 11/16/2010 Common Stock 3,570 $ 0 884 D Incentive Stock Option (right to buy) $ 6 02/25/2005 M 784 11/16/2000( 1 ) 11/16/2010 Common Stock 784 $ 0 100 D Incentive Stock Option (right to buy) $ 6 02/25/2005 M 100 11/16/2000( 1 ) 11/16/2010 Common Stock 100 $ 0 0 D Incentive Stock Option (right to buy) $ 6.5 02/25/2005 M 810 10/30/2001( 2 ) 10/30/2011 Common Stock 810 $ 0 2,430 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mittermaier Richard 7005 SOUTHFRONT ROAD LIVERMORE, CA94551 Director of Accounting Signatures By: Stuart L. Merkadeau, Attorney-in-Fact For: Richard Mittermaier 02/28/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option, which is immediately exercisable, vests with respect to 25% of the shares on November 13, 2001 and thereafter continues to vest over a three-year period in equal monthly installments. ( 2 )The option, which is immediately exercisable, vests over a one-year period in equal monthly installments, starting November 13, 2004.

Remarks: 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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