UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 25, 2008

FORMFACTOR, INC.

(Exact name of Registrant as specified in its charter)

(925) 290-4000

(Registrant’s telephone number, including area code)

Not Applicable

(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.):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.          Departure of Certain Officers.

On February 25, 2008, FormFactor, Inc. announced the resignation of Ronald C. Foster, its Chief Financial Officer and a Senior Vice President, effective after a transition period.  Mr. Foster will remain with the company during the transition period as the company undertakes a search to find a new chief financial officer.  A copy of the related press release issued by the company is attached as an exhibit to this Form 8-K and is incorporated herein by reference.

Item 9.01.                              Exhibits.

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SIGNATURE

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.

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EXHIBIT INDEX

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EXHIBIT 99.01

FormFactor Announces Resignation of Chief Financial Officer

LIVERMORE, Calif.—February 25, 2008 — FormFactor, Inc. (Nasdaq:FORM - News) announced today that Ronald C. Foster, the company’s chief financial officer, has decided to leave the company to pursue other business opportunities. Mr. Foster will remain with the company during a transition period as the company undertakes a search to find a new chief financial officer.

Dr. Igor Khandros, chief executive officer of FormFactor, stated “the company expresses its thanks to Ron for his contributions and accomplishments over the past three years as our chief financial officer.  We wish Ron well with his future endeavors.”

About FormFactor:

Founded in 1993, FormFactor, Inc. (Nasdaq: FORM) is the leader in advanced wafer probe cards, which are used by semiconductor manufacturers to electrically test integrated circuits, or ICs. The company’s wafer sort, burn-in and device performance testing products move IC testing upstream from post-packaging to the wafer level, enabling semiconductor manufacturers to lower their overall production costs, improve yields, and bring next-generation devices to market. FormFactor is headquartered in Livermore, California with operations in Europe, Asia and North America. For more information, visit the company’s website at www.formfactor.com.

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FormFactor and the FormFactor logo are registered trademarks of FormFactor, Inc. All other product, trademark, company or service names mentioned herein are the property of their respective owners.