POSASR

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2006 REGISTRATION NO. 333-134168          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Interface, Inc.

(Exact Name of Issuer as Specified in its Charter)

Georgia	58-1451243
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

2859 Paces Ferry Road, Suite 2000
Atlanta, Georgia 30339
(770) 427-6800
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Raymond S. Willoch, Esquire	Copy to:
Senior Vice President-Administration,	W. Randy Eaddy, Esquire
General Counsel and Secretary	Kilpatrick Stockton LLP
Interface, Inc.	1100 Peachtree Street, Atlanta, Georgia 30309-4530
2859 Paces Ferry Road, Suite 2000, Atlanta, Georgia 30339 (770) 437-6800	Telephone: (404) 815-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum
Title of Each Class of	Amount to be	Offering Price	Proposed Maximum	Amount of
Securities to be Registered	Registered(1)	Per Unit(2)	Aggregate Offering Price(1)(2)	Registration Fee
Common Stock(3)	5,750,000	$14.76	$84,870,000	$9,081.09

(1)	Includes 750,000 shares subject to the exercise of the underwriter’s over-allotment option.
(2)	Determined in accordance with Rule 457(c) and 457(r) under the Securities Act of 1933 based on $14.76, the average of the high and low prices on the Nasdaq Global Market on October 27, 2006.
(3)	Each share of common stock includes one preferred stock purchase right as described under “Description of Capital Stock”. No separate consideration will be received for the preferred stock purchase rights.

Explanatory Note

     This Post-Effective Amendment No. 1 is being filed to reflect and pay the registration fee for a take-down offering of specific securities pursuant to the Company’s Form S-3, File No. 333-134168, and to include certain information and exhibits in connection therewith as prescribed by Part II thereto. The Prospectus Supplement used for the take-down offering is not included herein, but has been filed separately from this Amendment as permitted by Rule 424(b)(2).

TABLE OF CONTENTS

PART II
	ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
	ITEM 16. EXHIBITS
SIGNATURES
Exhibit Index
EX-5.2 LEGAL OPINION OF KILPATRICK STOCKTON LLP
EX-23.2.2 CONSENT OF BDO SEIDMAN, LLP

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the expenses in connection with the registration and take-down offering of 5,750,000 shares of Class A Common Stock from the universal shelf registration of securities covered by the Registrant’s Form S-3 Registration Statement, File No. 333-134168. It does not relate to possible past or future take-down offerings of other securities that are also covered by such Registration Statement. All of the amounts shown are estimated, except the SEC registration fee, and relate to this Form S-3 only.

SEC Registration Fee	$	9,081
Nasdaq Listing Fees		50,000
Printing and Engraving Expenses		75,000
Legal Fees and Expenses		200,000
Accounting Fees and Expenses		125,000
Transfer Agent Fees and Expenses		15,000
Miscellaneous		25,919
Total	$	500,000

ITEM 16. EXHIBITS.

     The exhibits listed below include only those that are being affected by this Post-Effective Amendment No. 1. For a complete listing of the exhibits that form a part of this Registration Statement, this Post-Effective Amendment No. 1 should be read together with the list of exhibits set forth under Item 16 of the Registration Statement as originally filed and effective.

Exhibit
Number		Description of Exhibit
5.2	—	Legal Opinion of Kilpatrick Stockton LLP
23.1.1	—	Consent of Kilpatrick Stockton, LLP (see Exhibit 5.1).*
23.1.2	—	Consent of Kilpatrick Stockton, LLP (see Exhibit 5.2).
23.2.1	—	Consent of BDO Seidman, LLP.*
23.2.2	—	Consent of BDO Seidman, LLP.

* Previously filed and renumbered.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 30, 2006.

INTERFACE, INC.
By:	/s/ Daniel T. Hendrix
	Daniel T. Hendrix,
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on October 30, 2006.

Signature	Title
*
Ray C. Anderson	Non-Executive Chairman of the Board of Directors
/s/ Daniel T. Hendrix
Daniel T. Hendrix	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Patrick C. Lynch
Patrick C. Lynch	Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)
*      Edward C. Callaway	Director
*      Dianne Dillon-Ridgley	Director
*      Carl I. Gable	Director
*      June M. Henton	Director
*
Christopher G. Kennedy	Director

II-2

Signature	Title
K. David Kohler	Director
*
James B. Miller, Jr.	Director
*
Thomas R. Oliver	Director
*
Clarinus C.Th. van Andel	Director

* By:	/s/ Daniel T. Hendrix
	Daniel T. Hendrix
	Attorney-in-fact

II-3

Exhibit Index

Exhibit
Number		Description of Exhibit
5.2	—	Legal Opinion of Kilpatrick Stockton LLP
23.1.2	—	Consent of Kilpatrick Stockton, LLP (see Exhibit 5.2).
23.2.2	—	Consent of BDO Seidman, LLP.

II-4

EX-5.2

Exhibit 5.2

	Suite 2800 1100 Peachtree St.
	Atlanta GA 30309-4530
	t 404 815 6500 f 404 815 6555
	www.KilpatrickStockton.com
	direct dial 404 815 6587
October 30, 2006	direct fax 404 541 3186
	REaddy@KilpatrickStockton.com

Interface, Inc.
2859 Paces Ferry Road
Atlanta, Georgia 30339

Re:	Interface, Inc.
	Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to Interface, Inc. (the “Company”), a Georgia corporation, in connection with Post-Effective Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-3, File Number 333-134168, including the prospectus and exhibits and other documents relating thereto (the “Registration Statement”), filed this date with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to such Amendment, the Company is specifying for a take-down offering under the Securities Act an aggregate of 5,750,000 shares (the “Shares”) of its Class A common stock, $0.10 par value per share (the “Class A Common Stock”), to be sold to the underwriters to be named in the Prospectus Supplement dated October 27, 2006 (the “Supplement”) contemplated by the Amendment (the “Underwriters”), for resale by them to the public. Of these Shares, 750,000 are subject an over-allotment option granted to the Underwriters by the Company.

     In our capacity as counsel to the Company, we have examined the Registration Statement, the Amendment and the Supplement. We have also examined originals, or duplicates or conformed copies, of such documents, corporate records, agreements and other instruments, and have made such other investigations, as we have deemed relevant and necessary for purposes of the opinions hereinafter set forth. As to questions of fact material to this opinion letter, we have relied upon certificates or comparable documents of public officials and upon oral or written statements and representations of officers and representatives of the Company.

     During the course of such examination and review, and in connection with furnishing the opinions set forth below, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. We are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Shares, and, for the purposes of this opinion

Interface, Inc.
October 30, 2006
Page 2

letter, we have assumed that any future, similar or other required proceedings will be timely completed in the manner presently contemplated.

     Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Shares are issued and delivered, and payment of legal consideration equal to at least the par value thereof is received, in the manner contemplated by the Registration Statement, the Amendment and the Supplement, and provided that no stop-order shall have been issued by the SEC relating to thereto, the Shares will be validly issued, fully paid and nonassessable.

     Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions expressed herein are limited to, the federal law of the United States of America and the laws of the State of Georgia. We express no opinion with respect to the laws of any other jurisdiction.

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur that could affect the opinions contained herein.

     This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K of the SEC. We hereby consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement included in the Amendment, and any amendments thereto, and further consent to the filing of this opinion as Exhibit 5.2 to the Amendment. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,
KILPATRICK STOCKTON LLP
By:	/s/ W. Randy Eaddy
	W. Randy Eaddy, a Partner

EX-23.2.2

EXHIBIT 23.2.2

Consent of Independent Registered Public Accounting Firm

Interface, Inc.
Atlanta, Georgia

We hereby consent to the incorporation by reference in the Prospectus and Prospectus Supplement constituting a part of this Registration Statement, as amended, of our reports dated March 10, 2006, relating to the consolidated financial statements, the effectiveness of Interface, Inc.’s internal control over financial reporting, and schedule of Interface, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended January 1, 2006.

We also consent to the reference to us under the caption “experts” in the Prospectus and Prospectus Supplement.

Atlanta, Georgia
October 26, 2006