SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

(Page 1 of 5 Pages)

CUSIP No. 98416J100

13G

Page 2 of 5 Pages

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

JANA PARTNERS LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

3,500,000

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

3,500,000

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,500,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.6%

12

TYPE OF REPORTING PERSON**

IA

CUSIP No. 98416J100

13G

Page 3 of 5 Pages

Item 1(a).

NAME OF ISSUER:

Xerium Technologies, Inc.

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

14101 Capital Boulevard

Youngsville, North Carolina 27596

Item 2(a).

NAME OF PERSON FILING:

JANA PARTNERS LLC

Item 2(b).

ADDRESS OF ISSUER'S PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

200 Park Avenue, Suite 3300, New York, NY 10166

Item 2(c).

Citizenship:

This Statement is filed by JANA Partners LLC, a Delaware limited liability company. JANA Partners LLC is a private money management firm which holds the Common Stock of the Issuer in various accounts under its management and control. The principals of JANA Partners LLC, Barry Rosenstein and Gary Claar, are U.S. citizens.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.01 per share

Item 2(e).

CUSIP NUMBER:

98416J100

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

o

Broker or dealer registered under Section 15 of the Act,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),

CUSIP No. 98416J100

13G

Page 4 of 5 Pages

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

OWNERSHIP:

(a)

Amount beneficially owned: 3,500,000

(b)

Percent of class: 7.6%

(c)

Number of shares as to which JANA Partners LLC has:

(i)

Sole power to vote or direct the vote: 3,500,000

(ii)

Shared power to vote or direct the vote: -0-

(iii)

Sole power to dispose or direct the disposition: 3,500,000

(iv)

Shared power to dispose or direct the disposition of: -0-

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not applicable.

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

Item 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

CUSIP No. 98416J100

13G

Page 5 of 5 Pages

Item 10.

CERTIFICATION.

By signing below we each certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

JANA PARTNERS LLC

By:

/s/ Barry Rosenstein

Name:

Barry Rosenstein

Title:

Managing Partner

By:

/s/ Gary Claar

Name:

Gary Claar

Title:

General Partner