SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Date of report (Date of earliest event reported): March 15, 2005

FORMFACTOR, INC.

Delaware
(State or Other Jurisdiction of Incorporation)

Registrant’s telephone number, including area code: (925) 290-4000

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     As previously disclosed, the Company announced the appointment of Ronald C. Foster as its Chief Financial Officer in a Current Report on Form 8-K dated February 14, 2005. Mr. Foster assumed the role of dedicated Chief Financial Officer effective March 15, 2005. Mr. Foster has also been appointed the Company’s Principal Accounting Officer effective March 15, 2005.

     In connection with Mr. Foster’s assumption of the dedicated Chief Financial Officer and Principal Accounting Officer roles, Jens Meyerhoff has stepped down as the Company’s Chief Financial Officer and Richard Mittermaier has stepped down from his interim position as the Company’s Principal Accounting Officer, respectively, in each case effective March 15, 2005. Mr. Meyerhoff remains the Company’s Chief Operating Officer and will focus his activities on that role going forward. Mr. Mittermaier will continue in his role as Director of Accounting for the Company.

     Biographical information regarding Mr. Foster and a description of the material terms of the letter agreement that he has entered into with the Company regarding his employment are set forth in the Current Report on Form 8-K dated February 14, 2005, and are incorporated herein by reference.

     Dr. William H. Davidow, who has served as a director since April 1995 and as Chairman of the Company's board of directors since June 1996, has indicated to the Company that he is considering a transition from these positions during 2005.

SIGNATURES

     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 hereunto duly authorized.