SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* CALDWELL JOHN E (Last) (First) (Middle) 125 TECHNOLOGY PARK (Street) TAMPA FL 33746 (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 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2003
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock, par value $.001							0	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonemploye Director Stock Option (right to buy)	$1.61						08/08/2003	08/08/2012	Common Stock	3,000		3,000	D
Nonemploye Director Stock Option (right to buy)	$4.42	04/29/2003		4A	3,000		04/29/2004(1)	04/29/2013	Common Stock	3,000	$4.42	3,000	D
Deferred Share Units	(2)						(3)	(3)	Common Stock	1,000		1,000	D(4)
Deferred Share Units	(2)	12/31/2003		A	480		(3)	(3)	Common Stock	480	$2.5	480	D(5)

Explanation of Responses:

1. Grant issued to reporting person of stock otions under the Company's 1997 Non-Employee Director Stock Option Plan, which vests in three equal annual installments beginning on April 29, 2004. The Plan was previously approved and authorized by the Board of Directors and shareholders of the Company and stock options are to be granted on the day following the annual shareholders' meeting. The reporting person has not previously disclosed this grant of stock options.

2. 1 for 1

3. Shares of phantom stock units become payable to the director upon the earliest of the date selected by the director on his/her Deferral Election form; death; or disability.

4. Acquired on various dates between January 1, 2002 and December 31, 2002 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at prices ranging from $1.44 to $2.65.

5. Acquired on January 17, 2003 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at $2.50 per share.

	/s/ Martin A. Traber, Attorney-In-Fact for John E. Caldwell	02/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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