Mail Stop 6010

      August 12, 2005

Mr. Ron Foster
Chief Financial Officer
FormFactor, Inc.
7005 Southfront Road
Livermore CA 94551

	RE:	FormFactor, Inc.
		Form 10-K for the fiscal year ended December 25, 2004
		Filed March 14, 2005
		File No. 0-50307

Dear Mr.Meyerhoff:

      We have reviewed your filing and have the following
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document in future filings in response to these
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
detailed as necessary in your explanation.  In some of our
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
raise additional comments.

	Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
of our review.  Feel free to call us at the telephone numbers
at the end of this letter.

Form 10-K for the period ending December 25, 2004

Managements Discussion and Analysis, page 15

Fiscal Years Ended December 25, 2004 and December 27, 2003, page

1. We see that you have elected to present stock based
expense as a separate line item on the face of the income
If material in future filings, please expand your discussions of
various expense categories to also discuss variances in line items
inclusive of related stock compensation charges.  Also, the
financial data and quarterly information should include the
allocation as well.

2. We note the significant inventory and inventory reserve
at December 25, 2004.  Please discuss these balances and the
turnover rates on a comparative basis and the reasons for the
significant increase in the reserve for excess and obsolete
in the current year.  Also, explain the basis of your conclusions
regarding the recoverability of inventory as of the most recent
balance sheet date.  Revise future filings to clarify.

Consolidated Balance Sheets, page 52

3. We see from disclosures at Note 3 that approximately $112.2
million of your marketable securities at December 25, 2004 mature
after one year.  Please tell us why these amounts are not
as non-current assets in your balance sheet.  Revise future
to correctly classify your marketable securities as either current
non-current.  Refer to paragraph 17 of FAS 115.

Note 12. Related Party Transactions, page 76

4. Significant related party transactions should be disclosed on
face of the financial statements, pursuant to Rule 4-08(k) of
Regulation S-X.  Revise future filings to disclose separately the
transactions with related parties or advise us why this disclosure
not necessary.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Dennis Hult, Staff Accountant, at (202) 551-
3618 or myself if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
551-3554 with any other questions.  In this regard, do not
to contact Martin F. James, Senior Assistant Chief Accountant, at
(202) 551-3371.


								Angela J. Crane
								Branch Chief




Ron Foster
FormFactor, Inc.
August 12, 2005
Page 1