Form 10-Q Amendment
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A
Amendment No.1

x     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarterly Period Ended April 2, 2006


Commission File Number 0-12016

INTERFACE, INC.
(Exact name of registrant as specified in its charter)


GEORGIA
  
58-1451243
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)

2859 PACES FERRY ROAD, SUITE 2000, ATLANTA, GEORGIA 30339
(Address of principal executive offices and zip code)

(770) 437-6800
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer     o
Accelerated Filer     x
Non-Accelerated Filer     o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Shares outstanding of each of the registrant's classes of common stock at May 3, 2006:

Class
Number of Shares
Class A Common Stock, $.10 par value per share
47,792,734
Class B Common Stock, $.10 par value per share
   6,926,589




Explanatory Note

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2006, for the purpose of correcting the certifications filed previously as Exhibits 31.1 and 31.2. 
 
This amendment does not reflect events occurring after the filing of the original Form 10-Q or, except as indicated above and except for updating changes to the list of exhibits in Item 6 of Part II, modify or update the information in the original Form 10-Q.
 
 
 
 
 
 
 
 

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PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are filed with this report:


EXHIBIT
NUMBER
 
DESCRIPTION OF EXHIBIT
   
31.1
Section 302 Certification of Chief Executive Officer.
31.2
Section 302 Certification of Chief Financial Officer.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350 (included as Exhibit 32.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2006, previously filed with the Commission and incorporated herein by reference).
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350 (included as Exhibit 32.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2006, previously filed with the Commission and incorporated herein by reference).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
INTERFACE, INC.
     
Date: July 12, 2006
By:
     /s/   Patrick C. Lynch                           
   
Patrick C. Lynch
   
Vice President
   
(Principal Financial Officer)


 
 
 
 
 
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