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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1. Name and Address of Reporting Person * Pirate Capital LLC   2. Issuer Name and Ticker or Trading Symbol PW EAGLE INC [PWEI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former Director and 10% Holder (Last) (First) (Middle) 200 CONNECTICUT AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 06/22/2007 (Street) NORWALK, CT 06854 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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) Code V Amount (A) or (D) Price common stock 06/22/2007   U V 3,419,268 D $ 33.5 0 I See footnote 1 (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
stock option (right to buy)	$ 27.85	06/22/2007		U	V		1	05/26/2006(2)	05/26/2016	common stock	15,000	$ 0	0	D
deferred phantom shares	(3)	06/22/2007		U	V		162.1808	(3)	(3)	common stock	162.1808	$ 0	0	D
deferred phantom shares	(3)	06/22/2007		U	V		975.7014	(3)	(3)	common stock	975.7014	$ 0	0	D
deferred phantom shares	(3)	06/22/2007		U	V		1,228.5457	(3)	(3)	common stock	1,228.5457	$ 0	0	D
deferred phantom shares	(3)	06/22/2007		U	V		0.3852	(3)	(3)	common stock	0.3852	$ 0	0	D
deferred phantom shares	(3)	06/22/2007		U	V		2.5415	(3)	(3)	common stock	2.5415	$ 0	0	D
deferred phantom shares	(3)	06/22/2007		U	V		1,023.8099	(3)	(3)	common stock	1,023.8099	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pirate Capital LLC 200 CONNECTICUT AVENUE NORWALK, CT 06854				Former Director and 10% Holder
Hudson Thomas R Jr 200 CONNECTICUT AVENUE NORWALK, CT 06854				Former Director and 10% Holder

Signatures

/s/ Pirate Capital LLC, by Thomas R. Hudson Jr. its Portfolio Manager		06/25/2007
**Signature of Reporting Person		Date
/s/ Thomas R. Hudson Jr.		06/25/2007
**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)	The securities formally beneficially owned by the Reporting Persons were held directly by Jolly Roger Fund LP, a limited partnership for which Pirate Capital LLC ("Pirate") serves as general partner, and Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, each an investment fund for which Pirate serves as investment advisor (collectively, the "Funds"). Pirate was deemed to be the indirect beneficial owner of the securities previously reported herein by reason of its position as general partner or investment advisor, as applicable, of the Funds. Thomas R. Hudson Jr., as the sole managing member of Pirate, was also deemed to be the indirect beneficial owner of such securities.
(2)	25% were exercisable on each of 5/26/06, 5/26/07, 5/26/08 and 5/26/09. The stock option was held personally by Thomas R. Hudson Jr.
(3)	Each deferred phantom share represented the right to receive the value of one share of the Issuer's common stock. Deferred phantom shares were payable in shares or cash at the election of the administrator of the PW Eagle Top-Hat Plan. The deferred phantom shares were held personally by Thomas R. Hudson Jr.

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