4

4
1
NONE

  0001017467
  Director


  INSTEEL INDUSTRIES, INC.
  0000764401
  56-0674867

02/26/03
4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check this box if no longer subject to Section 16.
    Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
   Johnson, Frances H.
   1373 BOGGS DRIVE
   MOUNT AIRY,

   NORTH CAROLINA  27030
2. Issuer Name and Ticker or Trading Symbol
   INSTEEL INDUSTRIES, INC. (IIIN)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Day/Year
   2/26/03
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [X] Director                   [ ] 10% Owner
   [ ] Officer (give title below) [ ] Other (specify below)

7. Individual or Joint/Group Filing (Check Applicable Line)
   [X] Form filed by One Reporting Person
   [ ] Form filed by More than One Reporting Person



Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of    6)  7)Nature of
                                              action      action   or Disposed of (D)            Securities         Indirect
                                              Date        Code                   A               Beneficially   D   Beneficial
                                              (Month/                            or              Owned at       or  Ownership
                                              Day/Year)   Code V   Amount        D  Price        End of Month   I
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                           


Table II (PART 1)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date
                               Price of        Date           Code      or Disposed of (D)
                               Derivative
                               Security                       Code  V   A                D                Exercisable  Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Non-Qualified Stock Option     $0.7100         02/25/03       A         3,600.00                                       02/25/13
(right to buy)


Table II (PART 2)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of
Security                       action    of Underlying                                of Deri-    Derivative        Indirect
                               Date      Securities                                   vative      Securities    D   Beneficial
                                                                        Amount or     Security    Beneficially  or  Ownership
                                                                        Number of                 Owned at      I
                  -                      Title                          Shares                    End of Month
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Non-Qualified Stock Option     02/25/03  Common Stock                   3,600.00                  3,600.00      D   Direct
(right to buy)


Explanation of Responses:




SIGNATURE OF REPORTING PERSON
/S/ By: Gary D. Kniskern, attorney-in-fact
    For: Frances H. Johnson
DATE 02/26/03

EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below, constitutes and appoints Gary D. Kniskern his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for his/her and in his/her name, place and stead, in any and all capacities, to sign the Form 4 to which this Power of Attorney is attached and any amendments thereto as well as any Form 4 or Form 5 that might be required to be filed in the future, and to file the same, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause t o be done by virtue hereof.

This Power of Attorney shall be valid from the date appearing hereon until December 31, 2007.

Dated: January 9, 2003 s/ Frances H. Johnson. __________

(Signature)

Frances H. Johnson ____________

(Typed or Printed Name)