SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RAAB SIMON (Last) (First) (Middle) 125 TECHNOLOGY PARK (Street) LAKE MARY FL 32746 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FARO TECHNOLOGIES INC [ FARO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2004
	4. If Amendment, Date of 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

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, par value $.001								2,084,108	I	Note 1(1)
Common Stock, par value $.001								102,000	I	Note 2(2)
Common Stock, par value $.001								169,721	D

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 Securities Underlying Derivative Security (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: 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
Contract(3)(4)	(4)	06/30/2004	07/01/2004	J(4)		250,000		(4)	03/30/2005	Common Stock	250,000	(4)	250,000	I	See Note 7(7)
Contract(3)(5)	(5)	06/30/2004	07/01/2004	J(5)		250,000		(5)	11/30/2005	Common Stock	250,000	(5)	250,000	I	See Note 7(7)
Contract(3)(6)	(6)	06/30/2004	07/01/2004	J(6)		250,000		(6)	03/30/2006	Common Stock	250,000	(6)	250,000	I	See Note 7(7)

Explanation of Responses:

1. Represents shares held by Xenon Research, Inc., a corporation in which the reporting person has investment control over the shares of the issuer owned by such corporation. The reporting person and his wife, Diana Raab, own all of the outstanding shares of Xenon Research, Inc.

2. Represents shares held by a revocable trust of which the reporting person is the settlor and trustee.

3. See attached exhibit.

4. See attached exhibit.

5. See attached exhibit.

6. See attached exhibit.

7. Represents shares held by Xenon Research, Inc., a corporation in which the reporting person has investment control over the shares of the issuer owned by such corporation. The reporting person and his wife, Diana Raab, own all of the outstanding shares of Xenon Research, Inc.

	/s/ Martin A. Traber, Attorney-in-fact for Simon Raab	07/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

                                   Exhibit 99
                                   ----------

1.       The transactions reported on this Form 4 were effected pursuant to Rule
         10b5-1 trading plan adopted by reporting person on June 10, 2004.

2.       On June 10, 2004, the Reporting Person entered into a Prepaid Forward
         Agreement (the "Forward Agreement") relating to the forward sale of up
         to 750,000 shares of common stock in three tranches.  On June 30, 2004,
         the counterparty to the Forward Agreement sold 750,000 shares of common
         stock into the public market in accordance with paragraphs (f) and (g)
         of Rule 144 under the Securities Act of 1933, as amended, at a
         weighted-average per share price equal to $25.8978 (the "Floor Price").
         The terms of the first tranche provide that three business days after
         March 30, 2005 (the "Maturity Date"), the Reporting Person will deliver
         to the counterparty to the Forward Agreement a number of shares of
         common stock (or, at the election of the Reporting Person, the cash
         equivalent of such shares) based on the following:

         (a)      if the price per share of common stock, determined in
                  accordance with the terms of the tranche, for the Maturity
                  Date (the"Final Price") is equal to or less than the Floor
                  Price, the Reporting Person will deliver 250,000 shares;

         (b)      if the Final Price is greater than the Floor Price but less
                  than $35.00 (the "Cap Price"), the Reporting Person will
                  deliver a number of shares equal to Floor Price/Final Price x
                  250,000;

         (c)      if the Final Price is equal to or greater than the Cap Price,
                  the Reporting Person will deliver a number of shares equal to
                  the product of (i) 250,000 x (ii) the sum of (Floor
                  Price/Final Price) + (Final Price-Cap Price/Final Price).

         In consideration of the first tranche of the Forward Agreement, the
         Reporting Person received $5,612,053.26.

3.       On June 10, 2004, the Reporting Person entered into a Prepaid Forward
         Agreement (the "Forward Agreement") relating to the forward sale of up
         to 750,000 shares of common stock in three tranches.  On June 30,
         2004, the counterparty to the Forward Agreement sold 750,000 shares of
         common stock into the public market in accordance with paragraphs (f)
         and (g) of Rule 144 under the Securities Act of 1933, as amended, at a
         weighted-average per share price equal to $25.8978 (the "Floor Price").
         The terms of the second tranche provide that three business days after
         November 30, 2005 (the "Maturity Date"), the Reporting Person will
         deliver to the counterparty to the Forward Agreement a number of shares
         of common stock (or, at the election of the Reporting Person, the cash
         equivalent of such shares) based on the following:

         (a)      if the price per share of common stock, determined in
                  accordance with the terms of the tranche, for the Maturity
                  Date (the"Final Price") is equal to or less than the Floor
                  Price, the Reporting Person will deliver 250,000 shares;



         (b)      if the Final Price is greater than the Floor Price but less
                  than $40.00 (the "Cap Price"), the Reporting Person will
                  deliver a number of shares equal to Floor Price/Final Price x
                  250,000;

         (c)      if the Final Price is equal to or greater than the Cap Price,
                  the Reporting Person will deliver a number of shares equal to
                  the product of (i) 250,000 x (ii) the sum of (Floor
                  Price/Final Price) + (Final Price-Cap Price/Final Price).

         In consideration of the second tranche of the Forward Agreement, the
         Reporting Person received $5,273,434.53.

4.       On June 10, 2004, the Reporting Person entered into a Prepaid Forward
         Agreement (the "Forward Agreement") relating to the forward sale of up
         to 750,000 shares of common stock in three tranches.  On June 30, 2004,
         the counterparty to the Forward Agreement sold 750,000 shares of common
         stock into the public market in accordance with paragraphs (f) and (g)
         of Rule 144 under the Securities Act of 1933, as amended, at a
         weighted-average per share price equal to $25.8978 (the "Floor Price").
         The terms of the third tranche provide that three business days after
         March 30, 2006 (the "Maturity Date"), the Reporting Person will deliver
         to the counterparty to the Forward Agreement a number of shares of
         common stock (or, at the election of the Reporting Person, the cash
         equivalent of such shares) based on the following:

         (a)      if the price per share of common stock, determined in
                  accordance with the terms of the tranche, for the Maturity
                  Date (the"Final Price") is equal to or less than the Floor
                  Price, the Reporting Person will deliver 250,000 shares;

         (b)      if the Final Price is greater than the Floor Price but less
                  than $42.00 (the "Cap Price"), the Reporting Person will
                  deliver a number of shares equal to Floor Price/Final Price x
                  250,000;

         (c)      if the Final Price is equal to or greater than the Cap Price,
                  the Reporting Person will deliver a number of shares equal to
                  the product of (i) 250,000 x (ii) the sum of (Floor
                  Price/Final Price) + (Final Price-Cap Price/Final Price).

         In consideration of the third tranche of the Forward Agreement, the
         Reporting Person received $5,121,937.40.







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