Edgar Filing: WELLS JOHN R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WELLS JOHN R

2. Issuer Name and Ticker or Trading Symbol
INTERFACE INC [IFSIA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

(Last)

(First)

(Middle)

2859 PACES FERRY ROAD, SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2006

(Street)

ATLANTA, GA 30339

4. If Amendment, Date 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

(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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	01/20/2006		C		31,648	D	$ 0 ⁽¹⁾	263,313 ⁽²⁾	D
Class A Common Stock	01/20/2006		C		31,648	A	$ 0 ⁽¹⁾	98,271	D
Class A Common Stock	01/20/2006		S		149 ⁽³⁾	D	$ 8.74	98,122	D
Class A Common Stock	01/20/2006		S		25 ⁽³⁾	D	$ 8.7	98,097	D
Class A Common Stock	01/20/2006		S		125 ⁽³⁾	D	$ 8.68	97,972	D
Class A Common Stock	01/20/2006		S		2,493 ⁽³⁾	D	$ 8.67	95,479	D
Class A Common Stock	01/20/2006		S		488 ⁽³⁾	D	$ 8.66	94,991	D
Class A Common Stock	01/20/2006		S		274 ⁽³⁾	D	$ 8.65	94,717	D
Class A Common Stock	01/20/2006		S		1,995 ⁽³⁾	D	$ 8.64	92,722	D
Class A Common Stock	01/20/2006		S		75 ⁽³⁾	D	$ 8.62	92,647	D
Class A Common Stock	01/20/2006		S		200 ⁽³⁾	D	$ 8.61	92,447	D
Class A Common Stock	01/20/2006		S		4,712 ⁽³⁾	D	$ 8.6	87,735	D
Class A Common Stock	01/20/2006		S		2,123 ⁽³⁾	D	$ 8.59	85,612	D
Class A Common Stock	01/23/2006		M⁽⁴⁾		8,500	A	$ 2.71	94,112	D
Class B Common Stock								9,672.83	I	by 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 2.71

01/23/2006

M⁽⁴⁾

8,500

01/31/2003⁽⁵⁾

01/31/2006

Class A or Class B Common Stock

8,500

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WELLS JOHN R 2859 PACES FERRY ROAD SUITE 2000 ATLANTA, GA 30339			Senior Vice President

Signatures

/s/ John R. Wells		01/23/2006
^**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)	Conversion of a security exempted pursuant to Rule 16b-6(b). The reporting person exchanged Class B shares for Class A shares on a one-for-one basis.
(2)	A substantial number of such shares are restricted shares subject to a risk of forfeiture under certain circumstances.
(3)	This sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on June 30, 2004.
(4)	Exercise of a derivative security exempted pursuant to Rule 16b-6(b).
(5)	50% of the option became exercisable on January 31, 2003, and the remaining 50% of the option became exercisable on January 31, 2004.

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