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):  April 29, 2009

FORMFACTOR, INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(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 2.02.                              Results of Operations and Financial Condition.

On April 29, 2009, FormFactor, Inc. issued a press release announcing its financial results for the first quarter ended March 28, 2009.  A copy of the press release is furnished as Exhibit 99.01 to this report and is incorporated herein by reference.

Item 9.01.                              Financial Statements and Exhibits.

The information in this current report and the accompanying exhibit shall not be incorporated by reference into any filing of FormFactor with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report and the accompanying exhibit shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

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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, Inc. Reports First Quarter Results

LIVERMORE, Calif. — April 29, 2009 — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the first quarter of fiscal 2009, that ended on March 28, 2009. Quarterly revenues were $27.4 million, down 31.4% from $39.9 million in the fourth quarter of fiscal 2008, and down 58.3% from $65.7 million in the first quarter of fiscal 2008.

Net loss for the first quarter of fiscal 2009 was $37.9 million or $(0.77) per share, which included $3.2 million or $0.06 per share of stock-based compensation, net of tax. This compares to net loss for the fourth quarter of fiscal 2008 of $30.0 million or $(0.61) per share, which included $3.3 million or $0.07 per share of stock-based compensation, net of tax. Net loss for the first quarter of fiscal 2008 was $18.0 million or $(0.37) per share, which included $4.5 million or $0.09 per share of stock-based compensation, net of tax. The first quarter of fiscal 2009 results include $7.7 million in pre-tax restructuring charges as well as a $5.2 million pre-tax provision for bad debts. The fourth quarter of fiscal 2008 results included $4.9 million in pre-tax non-cash restructuring and asset impairment charges as well as a $4.1 million pre-tax provision for bad debts. The first quarter of fiscal 2008 results included $5.3 million in pre-tax restructuring charges.

“The global economic slowdown continues to limit demand for all semiconductor devices,” said Mario Ruscev, CEO of FormFactor.  “In this challenging environment, we are leveraging our resources to improve our position in our core markets, and qualifying our next-generation wafer probe solutions to lower our customers' test costs. We are confident that these efforts will pay off when market conditions improve.”

The company has posted its revenue breakdown by region and market segment on the Investors section of its website at www.formfactor.com. FormFactor will conduct a conference call at 1:30 p.m. PDT, or 4:30 p.m. EDT, today. The public is invited to listen to a live web cast of FormFactor’s conference call on the Investors section of the company’s website at www.formfactor.com. An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until May 1st, 2009 at 9:00 p.m. PDT and can be accessed by dialing 888-203-1112 or 719-457-0820 and entering confirmation code 3456119.

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.

Forward-looking Statements

Statements in this press release that are not strictly historical in nature are forward-looking statements within the meaning of the federal securities laws, including statements regarding business momentum, demand for our products and future growth. These forward-looking statements are based on current information and expectations that are inherently subject to change and involve a number of risks and uncertainties. Actual events or results might differ materially from those in any forward-looking statement due to various factors, including, but not limited to: changes in the market environment, including the demand for certain semiconductor devices, such as DRAM and Flash memory devices; the company’s ability to leverage its resources to improve its positions in its core markets; the company’s ability to respond to market conditions as they change; and the company’s ability to timely deliver and qualify new products that meet its customers’ testing requirements and lower their overall cost of test.  Additional information concerning factors that could cause actual events or results to differ materially from those in any forward-looking statement is contained in the company's Form 10-K for the fiscal period ended December 27, 2008 as filed with the Securities and Exchange Commission ("SEC"), and subsequent SEC filings. Copies of the company’s SEC filings are available at http://investors.formfactor.com/edgar.cfm. The company assumes no obligation to update the information in this press release, to revise any forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements.

FORM-F

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

FORMFACTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)

(Unaudited)