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 * EVERETT G CARL JR   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2140 RESEARCH DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 10/25/2004 (Street) LIVERMORE, CA 94550 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 08/19/2004   J   12,358 D $ 0 0 D   Common Stock 08/04/2004   J   4,880 D $ 0 13,941 I By Self, Trustee ACE Common Stock 08/04/2004   J   13,941 D $ 0 0 I By Self, Trustee ACE Common Stock 08/04/2004   J   4,880 D $ 0 13,941 I By Self, Trustee GCE Common Stock 08/04/2004   J   13,941 D $ 0 0 I By Self, Trustee GCE Common Stock 08/04/2004   J   13,941 A $ 0 13,941 I Children's IRR TR I (1) Common Stock 08/04/2004   J   13,941 A $ 0 13,941 I Children's IRR TR II (2) Common Stock 10/25/2004   S   13,941 D $ 21.9961 0 I Children's IRR TR II (3) Common Stock 08/04/2004   J   4,880 A $ 0 4,880 I Everett Family Trust Common Stock 08/04/2004   J   4,880 A $ 0 9,760 I Everett Family Trust Common Stock 08/19/2004   J   12,358 A $ 0 22,118 I Everett Family Trust (4)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EVERETT G CARL JR 2140 RESEARCH DRIVE LIVERMORE, CA 94550	X

Signatures

By: Gail Chin, Attorney-in-Fact For: G. Carl Everett		10/27/2004
**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)	GCE 2002 Retained Annuity Trust for which the Reporting Person served as trustee transferred on 8/04/04 13,941 shares to The Everett Children's Irrevocable Trust I for which the Reporting Person serves as trustee.
(2)	ACE 2002 Retained Annuity Trust for which the Reporting Person's spouse served as trustee transferred on 8/04/04 13,941 shares to The Everett Children's Irrevocable Trust II for which the Reporting Person's spouse serves as trustee.
(3)	The Reporting Person is filing this Form 4 to report the sale of 13,941 shares by The Everett Children's Irrevocable Trust II on 10/25/04.
(4)	The 22,118 shares are held by the Everett Family Revocable Trust for which the Reporting Person serves as trustee with his wife. Of these shares, 4,880 were acquired from the ACE 2002 Retained Annuity Trust on 8/4/04, 4,880 were acquired from the GCE 2002 Retained Annuity Trust on 8/4/04 and 12,358 were acquired from the Reporting Person on 8/19/04.

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