FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * BRONSON JOSEPH R   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 __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 7005 SOUTHFRONT ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2006 (Street) LIVERMORE, CA 94551 4. If Amendment, Date 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 (City) (State) (Zip) 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 (1) 01/03/2006   M   9,608 A $ 0 46,661 D   Common Stock 01/03/2006   F   3,435 (2) D $ 24.76 43,226 D   Common Stock               1,000 I By Custodian Account (3) Common Stock               1,000 I By JTWROS (4) Common Stock               5,000 I By revocable trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Restricted Stock Units (5)

$ 0

01/03/2006

M

9,608

(6)

(7)

Common Stock

9,608

$ 0

28,824

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRONSON JOSEPH R 7005 SOUTHFRONT ROAD LIVERMORE, CA 94551	X		President

Signatures

By: Stuart L. Merkadeau, Attorney-in-Fact For: Joseph R. Bronson		01/05/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents vested shares of common stock issued pursuant to the first conversion of one-fourth of the restricted stock units granted on November 17, 2004.
(2)	Represents vested shares of common stock withheld by Issuer to satisfy certain tax withholding obligations associated with the conversion of the restricted stock units, which is consistent with Issuer's insider trading policy.
(3)	As custodian for minor child (UGMA).
(4)	As joint tenants with child.
(5)	Each restricted stock unit represents the right to receive one share of common stock.
(6)	The restricted stock units vest and are exercisable in four equal installments in each January 2006, 2007, 2008 and 2009.
(7)	Upon termination of employment before an applicable vesting date, all units that have not yet vested shall be forfeited, except as otherwise determined by the Compensation Committee of Issuer.
Remarks: On July 29, 2005, Mr. Bronson acquired 1,053 shares from FormFactor through the 2002 Employee Stock Purchase Plan.  The amount of shares beneficially owned by Mr. Bronson in Column 5 includes the acquisition of such shares. THE CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

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