SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EVERETT G CARL JR (Last) (First) (Middle) 2140 RESEARCH DRIVE (Street) LIVERMORE CA 94550 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FORMFACTOR INC [ FORM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/25/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/19/2004		J		12,358	D	$0	0	D
Common Stock	08/04/2004		J		4,880	D	$0	13,941	I	By Self, Trustee ACE
Common Stock	08/04/2004		J		13,941	D	$0	0	I	By Self, Trustee ACE
Common Stock	08/04/2004		J		4,880	D	$0	13,941	I	By Self, Trustee GCE
Common Stock	08/04/2004		J		13,941	D	$0	0	I	By Self, Trustee GCE
Common Stock	08/04/2004		J		13,941	A	$0	13,941	I	Children's IRR TR I(1)
Common Stock	08/04/2004		J		13,941	A	$0	13,941	I	Children's IRR TR II(2)
Common Stock	10/25/2004		S		13,941	D	$21.9961	0	I	Children's IRR TR II(3)
Common Stock	08/04/2004		J		4,880	A	$0	4,880	I	Everett Family Trust
Common Stock	08/04/2004		J		4,880	A	$0	9,760	I	Everett Family Trust
Common Stock	08/19/2004		J		12,358	A	$0	22,118	I	Everett Family Trust(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. GCE 2002 Retained Annuity Trust for which the Reporting Person served as trustee transferred on 8/04/04 13,941 shares to The Everett Children's Irrevocable Trust I for which the Reporting Person serves as trustee.

2. ACE 2002 Retained Annuity Trust for which the Reporting Person's spouse served as trustee transferred on 8/04/04 13,941 shares to The Everett Children's Irrevocable Trust II for which the Reporting Person's spouse serves as trustee.

3. The Reporting Person is filing this Form 4 to report the sale of 13,941 shares by The Everett Children's Irrevocable Trust II on 10/25/04.

4. The 22,118 shares are held by the Everett Family Revocable Trust for which the Reporting Person serves as trustee with his wife. Of these shares, 4,880 were acquired from the ACE 2002 Retained Annuity Trust on 8/4/04, 4,880 were acquired from the GCE 2002 Retained Annuity Trust on 8/4/04 and 12,358 were acquired from the Reporting Person on 8/19/04.

	By: Gail Chin, Attorney-in-Fact For: G. Carl Everett	10/27/2004
	** Signature of Reporting Person	Date
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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