Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  LUDWIG MICHAEL M
 2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2011		 3. Issuer Name and Ticker or Trading Symbol
FORMFACTOR INC [FORM]
(Last)
(First)
(Middle)
7005 SOUTHFRONT ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SR VP, CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
05/18/2011
(Street)

LIVERMORE, CA 94551		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (2) Common Stock 32,250 (3) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LUDWIG MICHAEL M
7005 SOUTHFRONT ROAD
LIVERMORE, CA 94551		       SR VP, CFO  

Signatures

By: /s/ Stuart L Merkadeau, Attorney-in-Fact For: Michael M. Ludwig 07/27/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The original Form 3 reported vesting and exercisability for the Restricted Stock Unit (RSU) award issued to Mr. Ludwig on April 29, 2011. The form did not report vesting and exercisability for the Restricted Stock Unit (RSU) award issued to Mr. Ludwig on April 29, 2010. The correct reporting is as follows: (a) Restricted Stock Units issued April 29, 2010 vest and are exercisable in four equal annual installments on each April 29 of 2011, 2012, 2013, and 2014. (b) Restricted Stock Units issued April 29, 2011 vest and are exercisable in four equal annual installments on each April 29 of 2012, 2013, 2014, and 2015. If the applicable vest date is not on a market trading day during an open trading window the units will be released thereafter on the first market trading day during an open trading window under the Issuer's insider trading policy.
(2) If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all options and/or restricted stock units that have not yet vested shall be forfeited without consideration, except as provided in the change of control severance agreement and any other agreements regarding award vesting and exercisability between the reporting person and Issuer, which agreements or form agreements are filed with the SEC.
(3) This amended Form 3 is being filed in conjunction with the vesting and exercisability restatement found in Footnote (1), to correct the total number of securities underlying the Restricted Stock Unit (RSU) awards issued to Mr. Ludwig. The total underlying securities were originally reported as 33,000 units. The correct number of underlying securities was 32,250 units due to an RSU release processed prior to Mr. Ludwig becoming a Section 16 reporting person. As a result of the incorrect number of securities being reported on the Form 3, the subsequent Form 4 filed on May 4, 2012 also reflected an incorrect number of securities beneficially owned following the reported transactions.
 
Remarks:
THE CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS AMENDED FORM 3 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.