Ownership Submission
FORM 5
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
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
COLE STEPHEN
 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)
(Last)
(First)
(Middle)

125 TECHNOLOGY PARK		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


LAKE MARY, FL 32746		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 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 12/31/2004   M4 4,132 A $ (3) 4,132 D  
Common Stock             490 I Held by Wife (5)

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: 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
Non-employee DirectorStock Option (right to buy) $ 2.57           05/02/2002 05/02/2011 Common Stock
1,000
  1,000
D
 
Non-employee Director Stock Option (right to buy) $ 2.57           04/26/2003 04/26/2012 Common Stock
2,000
  2,000
D
 
Non-employee Director Stock Option (right to buy) $ 4.42           04/29/2004 04/29/2013 Common Stock
3,000
  3,000
D
 
Non-employee Director Stock Option (right to buy) $ 21.56           05/12/2005 05/12/2014 Common Stock
3,000
  3,000
D
 
Deferred Stock Units   12/31/2004   M4   4,132   (2)   (2) Common Stock
4,132
(3) 0
D
 
Deferred Stock Units               (2)   (2) Common Stock
960
  960
D (4)
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COLE STEPHEN
125 TECHNOLOGY PARK
LAKE MARY, FL 32746		   X      

Signatures

/s/ Martin A. Traber as Attorney-In-Fact for Stephen Cole 02/14/2005
**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) 1 for 1
(2) Shares of phantom stock units become payable to the director pursuant to the terms and conditions of the Amended and Restated 1997 Non-employee Directors' Fee Plan or upon the earliest of the date selected by the director on his/her Deferral Election Form; death; or disability.
(3) 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 per share.
(4) Acquired on January 17 & 18, 2003 pursuant to the Company's 1997 Non-employee Directors' Fee Plan at $2.50 per shares.
(5) Shares registered in the name of Shanklin Investments and held in trust for Stephen Cole who holds them in trust for Snow Powder Ridge Limited, a company owned by Stephen's wife, Wendy Cole.

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