Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Wagner Richard
 2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2007		 3. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [IIIN]
(Last)
(First)
(Middle)
1373 BOGGS DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MOUNT AIRY, NC 27030		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 16,238
I
Restricted

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (3) 07/26/2015 Common Stock 3,430 $ 6.89 D  
Incentive Stock Option (right to buy)   (1) 03/04/2015 Common Stock 5,301 $ 9.12 D  
Incentive Stock Option (right to buy)   (2) 02/14/2016 Common Stock 4,080 $ 15.64 D  
Incentive Stock Option (right to buy)   (4) 08/14/2016 Common Stock 2,841 $ 20.26 D  
Incentive Stock Option (right to buy)   (5) 02/13/2017 Common Stock 5,774 $ 17.11 D  
Non-Qualified Stock Option (right to buy) 02/13/2008 02/13/2017 Common Stock 824 $ 17.11 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wagner Richard
1373 BOGGS DRIVE
MOUNT AIRY, NC 27030		       Vice President  

Signatures

Richard Wagner 02/23/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Half exercisable on 3/4/2007 and remainder on 3/4/2008
(2) 1/3 exercisable on each of the following dates: 2/14/2007; 2/14/2008; 2/14/2009
(3) 1/2 exercisable on 7/26/2007 and remainder on 7/26/2008
(4) 1/3 exercisable on each of the following dates: 8/14/2007; 8/14/2008; 8/14/2009
(5) 1,376 exercisable on 2/13/2008; 2,199 exercisable on 2/13/2009; 2,199 exercisable on 2/13/2010

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