UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

~~August~~December 12, 2002

Date of report (Date of earliest event reported)

NUMERICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-30005		94-3232104
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

70 West Plumeria Drive

San Jose, California 95134-2134

(Address of principal executive offices)

(408)-919-1910

(Registrant’s telephone number, including area code)

Item 5.		Other Events and Regulation FD Disclosure
On August 1, 2002 Numerical Technologies, Inc. (Numerical) announced that Larry Hollatz joined the Company as its President and Chief Executive Officer (CEO). Founder Yagyensh C. Pati resigned his position as President and CEO and will assume the role of chairman of the board, and former chairman Bill Davidow will continue to serve on the board as vice chairman. A copy of the press release issued by Numerical regarding the above is attached as an exhibit hereto and is incorporated by reference herein.
Item 7.		Financial Statements and Exhibits
		(c) Exhibits.
		Press Release by Numerical Technologies, Inc. dated August 1, 2002.

Item 5. Other Events and Regulation FD Disclosure

On December 2, 2002 Numerical Technologies, Inc. (Numerical) announced that Larry Hollatz resigned as its President and Chief Executive Officer (CEO). Dr. Naren K. Gupta, an advisor to the company since its inception and a member of Numerical’s Board of Directors since 1997, has agreed to step in as the company’s interim president and CEO, effective immediately.

A copy of the press release issued by Numerical regarding the above is attached as an exhibit hereto and is incorporated by reference herein.

Item 7. Financial Statements and Exhibits

Press Release by Numerical Technologies, Inc. dated December 2, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~NUMERICAL TECHNOLOGIES, INC~~. ~~By: /s/ Richard S. Mora Richard S. Mora Chief Operating Officer and Chief Financial Officer~~

Dated August 6, 2002

	NUMERICAL TECHNOLOGIES, INC.

Dated: December 3, 2002	By:	/s/ Richard S. Mora

	Richard S. Mora Chief Operating Officer and Chief Financial Officer

INDEX TO EXHIBITS

These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K:

EXHIBIT NUMBER		DESCRIPTION
99.1		Press Release by Numerical Technologies, Inc. dated ~~August~~December 12, 2002.

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