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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-K/A

(Number 1)



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number 0-18050



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PW EAGLE, INC.

(Exact name of
registrant as specified in its Charter)



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|                         |  |                                  
|------------------------ |  | ---------------------------------
|Minnesota                |  | 41-1642846                       
|(State of incorporation) |  | (IRS Employer Identification No.)

1550 Valley River Drive, Eugene, Oregon 97401

(Address of principal executive offices)

(541) 343-0200

(Registrants telephone number, including area code)



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Securities registered pursuant to
Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: Common stock, $.01 par value



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Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ̈No  x

Note:Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or
a non-accelerated filer. See definition of accelerated filed and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one)    Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12B-2 of the Act).    Yes ̈No  x

The aggregate market value of our common stock held by non-affiliates as of June 30, 2005 was approximately $40,997,423
(based on the closing sale price of $ 5.97 per share as reported on the Nasdaq Global Market).

The number of shares
of the registrants common stock, $.01 par value, outstanding as of March 1, 2006 was 11,573,141.



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This Form 10-K/A-1 is being filed in order to include information required by Part III, Items 10-14,
originally intended to be incorporated by reference to the information to be included in the Companys Proxy Statement for the 2006 Annual Meeting of Shareholders.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Board currently consists of the five
directors listed below:

Class I Directors whose terms of office will continue until the 2008 Annual Meeting of Shareholders:

Denver Kaufman (1)(2)(3)

Richard W. Perkins (1)(2)(3)

Class II Directors whose terms of office will continue
until the 2007 Annual Meeting of Shareholders:

Bruce A. Richard (1)(2)(3)(4)(5)

William H. Spell (4)

Class III Director whose term of office will continue until the 2006 Annual Meeting of Shareholders:

Harry W. Spell(4)



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|(1) | Member of Compensation Committee
|--- | --------------------------------

|(2) | Member of Audit Committee
|--- | -------------------------

|(3) | Member of Governance/Nominating Committee
|--- | -----------------------------------------

|(4) | Member of Executive Committee
|--- | -----------------------------

|(5) | Audit Committee Financial Expert
|--- | --------------------------------

The following is
information concerning the principal occupations for at least the past five years of the directors:

Harry W. Spell, age 82, has served as a director
of PW Eagle since 1992, has been Chairman of the Board from January 1992 until January 2004, and serves as Co-Chairman since January 2004. He also served as Chief Executive Officer of PW Eagle from January 1992 to January 1997. In addition,
Mr. H. Spell is the Chairman of Spell Capital Partners, LLC, a private equity firm that focuses on leveraged acquisitions of established businesses in the Upper Midwest. Mr. H. Spell has been involved in private equity investing since
1988. He was employed by Xcel Energy, a Fortune 500 company, until August 1988, where he served as Senior Vice President of Finance and Chief Financial Officer. Mr. H. Spell currently serves as a director of Appliance Recycling Centers of
America, Inc., as well as several private organizations. Mr. H. Spell is the father of William H. Spell.

William H. Spell, age 48, has served
as a director of PW Eagle since January 1992 and Chief Executive Officer from January 1997 to January 2004, and served as PW Eagles President from January 1992 to January 1997. Effective January 2, 2004, he resigned all operating
positions and is currently Co-Chairman of the Board. In addition, Mr. W. Spell is the President of Spell Capital Partners, LLC, a private equity firm that focuses on leveraged acquisitions of established businesses in the Upper Midwest.
Mr. W. Spell has been involved in private equity investing since 1988. From 1981 through 1988, Mr. W. Spell was Vice President and Director of Corporate Finance at a regional investment banking firm located in Minneapolis, Minnesota.
Mr. W. Spell is the son of Harry W. Spell. Mr. W. Spell has a BS and an MBA degree from the University of Minnesota.

Bruce A. Richard,
age 75, has been a director of PW Eagle since March 1992 and Vice Chairman since February 1996. In addition, Mr. Richard is affiliated with Spell Capital Partners, LLC, a private equity firm that focuses on leveraged acquisitions of established
businesses in the Upper Midwest. Mr. Richard has been involved in private equity investing since 1988. He retired as President and Chief Operating Officer of Xcel Energy, a Fortune 500 company, in July of 1986. He is a former member of the
Board of Regents of St. Johns University, and serves as a director of several private companies and is actively involved in other philanthropic organizations.



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Denver Kaufman, age 76, has been a director of PW Eagle since April 2002. Since January 1998, Mr. Kaufman has
been President of Partners for Assistance in Living, LLC, an organization providing housing for the elderly. From 1991 to 1997, he was President of Housing Alternatives Development Corporation, a nonprofit corporation engaged in providing housing
for the frail and elderly, low and moderate income families and handicapped. From 1961 to 1990, he was in the private practice of law with the law firm of Popham, Haik, Schnobrich & Kaufman, Ltd. and was of counsel to such firm from 1990 to
1992.

Richard W. Perkins, age 75, has been a director of PW Eagle since January 1992. Mr. Perkins has been President of Perkins Capital
Management, Inc., a registered investment adviser, since 1984 and has had over 45 years experience in the investment business. Prior to establishing Perkins Capital Management, Inc., Mr. Perkins was a Senior Vice President at Piper Jaffray Inc.
where he was involved in corporate finance and venture capital activities, as well as rendering investment advice to domestic and international investment managers. Mr. Perkins is also affiliated with

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Companys executive officers and directors, and persons who own more than 10 percent of the Companys Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10% shareholders (Insiders) are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

To the Companys knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31, 2005, all Section 16(a) filing requirements applicable to Insiders were complied with, except that Messr. W. Spell reported one transaction of a stock award
on a Form 4 that was not timely filed.

Code of Ethics and Code of Conduct

The Company has adopted the PW Eagle Code of Ethics for Financial Executives (the Code of Ethics) that applies to the Companys principal executive officer, principal financial officer, principal
accounting officer and controller, or persons performing similar functions. The Company has also adopted a Code of Ethics and Business Conduct that applies to the Companys officers, directors and employees (Code of Conduct). The
Code of Ethics and Code of Conduct are available at no charge through our website at www.pweagleinc.com or to any stockholder who sends a written request for a paper copy to: Investor Relations Manager, PW Eagle, Inc., 1550 Valley River Drive,
Eugene, Oregon 97401. If any substantive amendments are made to the Code of Ethics or Code of Conduct or any waiver granted, including any implicit waiver from a provision of the Code of Ethics or Code of Conduct to the principal executive officer,
principal financial officer, principal accounting officer and controller that relates to any element of the Code of Ethics or Code of Conduct enumerated in Item 406(b) of Regulation S-K, the Company will disclose the nature of such amendments
or waiver on the Companys website or in a report on Form 8-K.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain
information regarding compensation paid or accrued during each of PW Eagles last three fiscal years to the Chief Executive Officer and to PW Eagles other four most highly compensated executive officers who received compensation in excess
of $100,000 during fiscal 2005 (such individuals referred to as the named executive officers):



|                                  |  |              |            |                       |           |                              |                             |         |                             |           |                |               |             |     |                          |                    |    
|--------------------------------- |  | ------------ | ---------- | --------------------- | --------- | ---------------------------- | --------------------------- | ------- | --------------------------- | --------- | -------------- | ------------- | ----------- | --- | ------------------------ | ------------------ | ---
|                                  |  | FiscalYear   |            | Annual Compensation   |           | Long-TermCompensation Awards |                             | Payouts |                            
|Name and Principal Position       |  |              | Salary ($) |                       | Bonus ($) |                              | Other AnnualCompensation($) |         | RestrictedStockAwards($)(1) |           | OptionsSARs(#) |               | LTIPPayouts |     | All OtherCompensation($) |                   
|Jerry A. Dukes, CEO and President |  | 200520042003 |            | 270,000270,000147,778 |           | 212,375321,089              |                             |      |                             | 209,100 |                | 40,00061,500 |             |  |                          | 12,59217,72326,933 | (2)
|                                  |  |              |            |                       |           |                              |                             |        
|Scott Long, CFO and Exec. VP      |  | 200520042003 |            | 229,941222,000145,643 |           | 154,860260,386              |                             |      |                             | 153,300 |                | 28,00048,500 |             |  |                          | 8,71729,8084,369   | (3)



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|                                               |  |              |  |                       |  |                              |  |                             |  |                             |  |                |  |             |  |                          |    
|---------------------------------------------- |  | ------------ |  | --------------------- |  | ---------------------------- |  | --------------------------- |  | --------------------------- |  | -------------- |  | ----------- |  | ------------------------ | ---
|                                               |  |              |  | Annual Compensation   |  | Long-TermCompensation Awards |  | Payouts                     | 
|Name and Principal Position                    |  | FiscalYear   |  | Salary ($)            |  | Bonus ($)                    |  | Other AnnualCompensation($) |  | RestrictedStockAwards($)(1) |  | OptionsSARs(#) |  | LTIPPayouts |  | All OtherCompensation($) |    
|John R. Cobb, Exec. VP Operations              |  | 200520042003 |  | 243,406235,000211,279 |  | 129,706129,955              |  |                          |  |                          |  | 28,000       |  |          |  | 10,8181,2726,000         | (4)
|                                               |  |              |  |                       |  |                              |  |                            
|N. Michael Stickel, Exec. VP Sales &
Marketing |  | 200520042003 |  | 236,864226,026212,139 |  | 127,951130,044              |  |                          |  | 33,600                    |  | 28,0004,000   |  |          |  | 10,3482,5446,624         | (5)
|                                               |  |              |  |                       |  |                              |  |                            
|Keith Steinbruck, VP, Technical Director       |  | 200520042003 |  | 163,772157,767148,428 |  | 65,33056,508                |  |                          |  |                          |  |             |  |          |  | 5,3682,2171,867          | (6)

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|(1) | Aggregate shares of restricted stock held by the named executive officers at December 31, 2005 and the value of such shares as of December 30, 2005 (based on a closing
stock price of $20.50 per share) are as follows: Mr. Dukes held 49,500 shares valued at $1,014,750; Mr. Long held 35,500 shares valued at $727,750; Mr. Cobb held 33,500 shares valued at $686,750 and Mr. Stickel held 33,000 shares
valued at $676,500. Mr. Steinbruck held no shares of restricted stock at December 31, 2005. Dividends, as declared by the Company, will be paid on the shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amount includes Company contribution for the benefit of Mr. Dukes to the 401(k) plan of $7,422 and a contribution to the nonqualified pension plan of $5,170.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Amount includes Company contribution for the benefit of Mr. Long to the 401(k) plan of $5,791 and a contribution to the nonqualified pension plan of $2,925.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Amount includes Company contributions for the benefit of Mr. Cobb to the 401 (k) plan of $6,623 and a contribution to the nonqualified pension plan of $4,196.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Amount includes Company contributions for the benefit of Mr. Stickel to the 401(k) plan of $6,391 and a contribution to the nonqualified pension plan of $3,957.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Amount includes Company contribution for the benefit of Mr. Steinbruck to the 401(k) plan of $5,368.
|--- | ----------------------------------------------------------------------------------------------------

Option/SAR Grants During 2005 Fiscal Year



|                   |  |                 |     |  |                                      |        |  |               |  |                 |  |                                                                                             |  |          
|------------------ |  | --------------- | --- |  | ------------------------------------ | ------ |  | ------------- |  | --------------- |  | ------------------------------------------------------------------------------------------- |  | ---------
|                   |  | Options Granted |     |  | Percent ofOptionsGranted toEmployees |        |  | ExercisePrice |  | Expiration Date |  | Potential RealizableValue at Assumed AnnualRates of
Stock PriceAppreciation for Option Term
|Name               |  |                 |     |  |                                      | 5% ($) |  | 10% ($)      
|Jerry A. Dukes     |  | 40,000          | (1) |  | 10.79                                | %      |  | 23.47         |  | 12/13/2015      |  | 1,529,206                                                                                   |  | 2,435,000
|Scott Long         |  | 28,000          | (1) |  | 7.55                                 | %      |  | 23.47         |  | 12/13/2015      |  | 1,070,444                                                                                   |  | 1,704,504
|John R. Cobb       |  | 28,000          | (1) |  | 7.55                                 | %      |  | 23.47         |  | 12/13/2015      |  | 1,070,444                                                                                   |  | 1,704,504
|N. Michael Stickel |  | 28,000          | (1) |  | 7.55                                 | %      |  | 23.47         |  | 12/13/2015      |  | 1,070,444                                                                                   |  | 1,704,504
|Keith Steinbruck   |  |                |     |  |                                     |        |  |              |  |                |  |                                                                                            |  |         

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|(1) | Options were granted 12/13/05 and vest at a rate of 25% per year starting December 13, 2005.
|--- | --------------------------------------------------------------------------------------------



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Aggregated Option/SAR Exercises in 2005 Fiscal Year and Fiscal Year End Option Values

The following table sets forth information as to individual exercises of options, number of options and value of options at December 31, 2005 with
respect to the named executive officers:



|                   |  |                            |  |               |  |                                                                                               |  |                                                                                         
|------------------ |  | -------------------------- |  | ------------- |  | --------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|Name               |  | Shares AcquiredOn Exercise |  | ValueRealized |  | Number of UnexercisedSecurities UnderlyingOptions/SARs
at FY-End(#) Exercisable/Unexercisable |  | Value of Unexercised In-the-Money Options/SARs
at FY-End($)(1) Exercisable/Unexercisable
|Jerry A. Dukes     |  |                           |  |              |  | 34,600 / 66,900                                                                               |  | 394,260 / 591,390                                                                       
|Scott Long         |  |                           |  |              |  | 26,400 / 50,100                                                                               |  | 307,780 / 461,670                                                                       
|John R. Cobb       |  |                           |  |              |  | 78,500 /21,000                                                                                |  | 1,219,199 /                                                                            
|N. Michael Stickel |  |                           |  |              |  | 77,400 / 39,600                                                                               |  | 922,376 / 246,584                                                                       
|Keith Steinbruck   |  |                           |  |              |  |   /                                                                                         |  |   /                                                                                   

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|(1) | Based on the difference between the closing price of the Companys Common Stock as reported by Nasdaq at December 30, 2005 and the option exercise price.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Employment Agreements

Jerry A. Dukes
was elected Chief Executive Officer of PW Eagle in March 2005, and President of PW Eagle in October 2003. Mr. Dukes receives an annual base salary of not less than $270,000. Along with his base salary, he can receive an annual bonus under the
Performance Bonus Plan, which varies annually, depending upon the amount of the target bonus. Mr. Dukes could receive up to 71.25% of his base salary if the Company meets certain operating profit levels. If Mr. Dukes employment is
terminated for any reason other than for cause, his base salary would continue for a period of not less than 9 months.

Scott Long was elected Executive
Vice President and Chief Financial Officer of PW Eagle in March of 2005, and CFO of PW Eagle in October 2003. Mr. Long receives an annual base salary of not less than $222,000. Along with his base salary, he can receive an annual bonus under
the Performance Bonus Plan, which varies annually, depending upon the amount of the target bonus. Mr. Long could receive up to 60% of his base salary if the Company meets certain operating profit levels. If Mr. Longs employment is
terminated for any reason other than for cause, his base salary would continue for a period of not less than 9 months.

Compensation of Directors

In 2005, Mr. Richard, Vice Chairman of the Board, was compensated at the rate of $3,167 per month for his services in such capacities.
Mr. Richard received director fees in the total amount of $38,000 for fiscal 2005. Messrs. R. Perkins and D. Kaufman were compensated at the rate of $1,947 per month for their roles as directors. Compensation to directors consisted of payments
to Mr. Perkins and Mr. Kaufman in the amount of $23,364 each.

In the fourth quarter of 2005, the Board approved a bonus payment to Messrs. H.
Spell, R. Perkins, D. Kaufman and B. Richard of $12,000 each. This was paid to the respective directors on January 9, 2006.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------

The following table provides information as of March 14, 2006, concerning the beneficial ownership of the Companys voting securities by persons who are known to own five percent or more of a class of voting
stock of the Company, by each executive officer named in the Summary Compensation Table, by each director and nominee, and by all directors and executive officers (including the named individuals) of the Company as a group. Unless otherwise
indicated, each person named or included in the group has sole voting and investment power with respect to the shares of Common Stock set forth opposite the shareholders name. Shares not outstanding but deemed beneficially owned by virtue of
the individuals right to acquire them as of March 14, 2006, or within 60 days of such date, are treated as outstanding when determining the percent of the class owned by such individual and when determining the percent owned by the group.



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|                                                                                                                     |  |              |           |  |                     |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- |  | ------------------- | -
|                                                                                                                     |  | Common Stock |          
|Name (and Address of 5% Owners) or Identity of Group                                                                 |  | Shares       |           |  | Percent ofClass (1) |  
|Pirate Capital LLC 200 Connecticut Avenue Norwalk, CT 06854                                                          |  | 2,000,000    | (2)       |  | 17.0                | %
|                                                                                                                     |  |             
|Caxton International Limited C/O Prime Management Limited Mechanics Building 12 Church Street Hamilton HM11, Bermuda |  | 669,000      | (3)       |  | 5.7                 | %
|                                                                                                                     |  |             
|William H. Spell 222 S. Ninth Street Minneapolis, MN 55402                                                           |  | 642,505      | (4)(5)(6) |  | 5.4                 | %
|                                                                                                                     |  |             
|Harry W. Spell 222 S. Ninth Street Minneapolis, MN 55402                                                             |  | 352,774      | (5)(6)(7) |  | 3.0                 | %
|                                                                                                                     |  |             
|Richard W. Perkins 730 East Lake Street Wayzata, MN 55391                                                            |  | 285,982      | (6)(8)    |  | 2.4                 | %
|                                                                                                                     |  |             
|Bruce A. Richard 2458 Farrington Circle Roseville, MN 55113                                                          |  | 198,582      | (6)(9)    |  | 1.7                 | %
|                                                                                                                     |  |             
|Dobson West 222 S. Ninth Street Minneapolis, MN 55402                                                                |  | 189,906      | (10)      |  | 1.6                 | %
|                                                                                                                     |  |             
|John R. Cobb 1550 Valley River Drive Eugene, OR 97401                                                                |  | 139,418      | (12)      |  | 1.2                 | %
|                                                                                                                     |  |             
|N. Michael Stickel 1550 Valley River Drive Eugene, OR 97401                                                          |  | 103,084      | (11)      |  | *                   |  
|                                                                                                                     |  |             
|Jerry A. Dukes(16) 1550 Valley River Drive Eugene, OR 97401                                                          |  | 99,570       | (13)      |  | *                   |  
|                                                                                                                     |  |             
|Scott Long 1550 Valley River Drive Eugene, OR 97401                                                                  |  | 77,100       | (14)      |  | *                   |  
|                                                                                                                     |  |             
|Keith Steinbruck 1550 Valley River Drive Eugene, OR 97401                                                            |  | 24,000       |           |  | *                   |  
|                                                                                                                     |  |             
|Denver Kaufman 2960 Tonkaha Drive Wayzata, MN 55391                                                                  |  | -0-          |           |  | -0-                 |  
|                                                                                                                     |  |             
|Martin White(16)                                                                                                     |  | -0-          |           |  | -0-                 |  
|18808 Campbell Road Dallas, TX 75252                                                                                 |  |              |           |  |                     |  
|                                                                                                                     |  |             
|Thomas R. Hudson Jr.(2)(16)                                                                                          |  | 2,000,000    |           |  | 17.0                | %
|200 Connecticut Avenue Norwalk, CT 06854                                                                             |  |              |           |  |                     |  
|                                                                                                                     |  |             
|Zachary R. George(16)(17)                                                                                            |  | -0-          |           |  | -0-                 |  
|200 Connecticut Avenue Norwalk, CT 06854                                                                             |  |              |           |  |                     |  
|                                                                                                                     |  |             
|Todd Goodwin(16)                                                                                                     |  | -0-          |           |  | -0-                 |  
|500 Captains Neck Lane Southampton, NY 11968                                                                        |  |              |           |  |                     |  
|                                                                                                                     |  |             
|Lee D. Meyer(16) 208 Shawna Drive Kearney, MO 64060                                                                  |  | -0-          |           |  | -0-                 |  
|                                                                                                                     |  |             
|Stephen M. Rathkopf(16) 2 Park Avenue New York, NY 10016                                                             |  | -0-          |           |  | -0-                 |  
|                                                                                                                     |  |             
|All current directors and officers as a Group (10 persons)                                                           |  | 1,856,644    | (15)      |  | 15.1                | %

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|* | Less than 1%
|- | ------------



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|(1) | Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of March 14, 2006 or within 60 days of such date are treated as
outstanding only when determining the percent owned by such individual and when determining the percentage owned by the group.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | According to a Schedule 13D filed April 25, 2006, represents 2,000,000 shares beneficially owned by Pirate Capital LLC and held directly by Jolly Roger Fund LP, Jolly Roger
Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. Jolly Roger Fund LP is a limited partnership for which Pirate Capital LLC serves as general partner and Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD
are each an investment fund for which Pirate Capital LLC serves as investment advisor. Pirate Capital LLC thus has voting and dispositive power with respect to shares held by such entities. Thomas R. Hudson Jr., the sole Managing Member of Pirate
Capital LLC, is deemed to be the indirect beneficial owner of the 2,000,000 shares and has shared voting power and shared dispositive power with respect to such shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 669,000 shares beneficially owned by Caxton International. Caxton Associates is the trading advisor to Caxton International, and therefore may be deemed a beneficial owner
of the shares according to a Schedule 13D filed on March 16, 2006. Caxton Associates also has shared voting and dispositive power with Caxton International. Mr. Bruce Kovner, the Chairman of Caxton Associates and the sole shareholder of
Caxton Corporation, may also be deemed beneficial owner to the 669,000 shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 165,938 shares that may be purchased by Mr. W. Spell upon exercise of currently exercisable options, 21,429 shares held by Mr. W. Spells wife, and 9,510
shares held in trusts for minor children.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes 66,071 shares held by the Spell Family Foundation; Messrs. H. Spell and W. Spell share voting and dispositive power over such shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Messrs. W. Spell, H. Spell, R. Perkins and B. Richard have individually acquired shares from the Company and in open market transactions.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes 11,175 shares that may be purchased by Mr. H. Spell upon exercise of currently exercisable options and 3,571 shares held by Mr. H. Spells wife.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes 2,000 shares that may be purchased by Mr. Perkins upon exercise of currently exercisable options, 6,429 shares held by a Profit Sharing Trust for
Mr. Perkins benefit, 5,000 shares held by the Perkins Foundation, and 88,100 shares held by clients of Perkins Capital Management, Inc., as to which Mr. Perkins has sole investment power.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes 11,700 shares that may be purchased by Mr. Richard upon exercise of currently exercisable options.
|--- | -----------------------------------------------------------------------------------------------------------

|(10) | Includes 90,455 shares that may be purchased by Mr. West upon the exercise of currently exercisable options.
|---- | ------------------------------------------------------------------------------------------------------------

|(11) | Includes 65,200 shares that may be purchased by Mr. Stickel upon exercise of currently exercisable options.
|---- | -----------------------------------------------------------------------------------------------------------

|(12) | Includes 78,500 shares that may be purchased by Mr. Cobb upon exercise of currently exercisable options.
|---- | --------------------------------------------------------------------------------------------------------

|(13) | Includes 39,400 shares that may be purchased by Mr. Dukes upon exercise of currently exercisable options.
|---- | ---------------------------------------------------------------------------------------------------------

|(14) | Includes 31,600 shares that may be purchased by Mr. Long upon exercise of currently exercisable options.
|---- | --------------------------------------------------------------------------------------------------------

|(15) | Includes 495,968 shares that may be purchased by directors and officers upon exercise of currently exercisable options.
|---- | -----------------------------------------------------------------------------------------------------------------------

|(16) | Director nominee
|---- | ----------------

|(17) | Mr. George is a Director and Senior Investment Analyst at Pirate Capital LLC, an entity that beneficially owns 2,000,000 shares of the Companys common stock.
Mr. George disclaims beneficial ownership over such shares.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreements and Fees. PW Eagle paid a monthly management fee of $52,000 to Spell Capital Partners, LLC
(SCP) for strategic planning services and assistance with financing and general business advice to PW Eagle. Two members of the Board, William H. Spell and Harry W. Spell, are members of SCP.



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Starting May 2004, USPoly Company (USPoly), a PW Eagle wholly-owned subsidiary, paid an
annual management fee of $125,000 to SCP for strategic planning services and assistance with financing and general business advice to USPoly. In October 2004, the fee increased to $150,000 per year. Costs incurred under these arrangements of $0.8
million, $0.7 million and $0.2 million in 2005 and 2004 and 2003, respectively, are included in General and Administrative expenses in the statement of operations.

In the fourth quarter of 2005, the Board approved a bonus payment to SCP of $0.7 million, which is also included in General and Administrative expenses.

Commencing in October 2003, USPoly, a PW Eagle subsidiary, provided management services to W.L. Plastics Corporation (WL Plastics) for an
annual fee of $100,000. In 2004, USPoly transferred the management agreement to SCP. SCP provided management services to WL Plastics through October 2005. On November 1, 2005, USPoly sold its approximately 23% interest in WL Plastics and the
management services agreement was terminated.

Effective March 30, 2006, both PW Eagle and USPoly terminated their respective
management agreements with SCP, and paid termination fees to SCP of $1,248,000 and $112,500, respectively.

Office
Sharing. During 2003, the Company had an office sharing arrangement with SCP pursuant to which the Company paid $17,750 per month for space and administrative support. In connection with the restructuring activities, the officers resigned
and this arrangement was replaced with an agreement under which PW Eagle paid SCP a monthly management fee of $52,000 as described above.

USPoly Expenses. During 2005 and 2004, PW Eagle paid certain operating expenses for USPoly which were billed through the intercompany billing process. At December 31, 2005 and December 31, 2004 the intercompany balance
was approximately $2.9 million and $0.1 million, respectively. All intercompany transactions are eliminated in the consolidated financial statements.

In October 2004 USPoly paid SCP a transaction fee of $0.5 million relating to services provided by SCP in connection with USPolys acquisition of Uponor Aldyl Company, Inc. (the UAC Acquisition),
which is included in transaction costs.

Loans to Purchase Stock. In fiscal 1999 and 2001, the Company sold stock to its
directors and executive officers and accepted full recourse promissory notes in payment of all or a portion of the consideration for such stock. The Company believes that each member of its management team should have a significant stake in the
Companys financial performance. By having a meaningful amount of equity at risk, managements interests are closely aligned with those of the Companys shareholders. These notes accrued interest at the rate the Company was paying to
the senior secured lender on its revolving credit facility. Loans in excess of $60,000, with a balance at the beginning of the 2005 year, had been made to the following person:



|                                                               |  |                                              |  |                                           |    
|-------------------------------------------------------------- |  | -------------------------------------------- |  | ----------------------------------------- | ---
|Name and Title                                                 |  | Highest Amount OutstandingDuring Fiscal 2005 |  | Amount Outstandingas of December 31, 2005 |    
|N. Michael Stickel, Executive Vice PresidentSales & Marketing |  | 78,094                                       |  | -0-                                       | (1)

---

|(1) | Outstanding balance of the loan, including accrued interest, in the amount of $79,808 was satisfied in full by the tender of 12,129 shares of stock received in exchange for the
promissory note which had been pledged as collateral for the loan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following fees were billed by Grant Thornton LLP for the fiscal year 2005 and by PricewaterhouseCoopers LLP for the fiscal year 2004:



|                   |  |         |         |         |   |        
|------------------ |  | ------- | ------- | ------- | - | -------
|                   |  | FY 2005 |         | FY 2004
|Audit Fees         |  | $       | 306,361 |         | $ | 647,013
|Audit-Related Fees |  |         | 35,388  |         |   | 120,694
|Tax Fees           |  |         | 4,441   |         |   | 113,900
|All Other Fees     |  |         |        |         |   |       
|TOTALS             |  | $       | 346,190 |         | $ | 881,607



---

Audit fees are for professional services rendered for the audit of the Companys annual financial
statements and review of financial statements included in the Companys 10-Q filings or services that are normally provided by the Independent Registered Public Accounting Firm in connection with regulatory filings with the Securities and
Exchange Commission.

Audit-related fees are primarily for the assurance and related services performed by Grant Thornton LLP and
PricewaterhouseCoopers LLP in 2004 and Grant Thornton in 2005 that are reasonably related to the performance of the audit or review of the Companys financial statements. For 2004 and 2005, this consists primarily of employee benefit plan
audits, acquisition/disposition transaction assistance and assistance related to the filing of a registration statement in 2005.

Tax fees
are services provided in connection with tax compliance, tax advice and tax planning. For 2004, this consisted primarily of preparation of the Companys federal and state tax returns and other compliance related matters by
PricewaterhouseCoopers LLP. For 2005, the Company utilized Grant Thornton LLP for tax consultation on various federal and state tax matters.

Pursuant to its written charter, the Audit Committee is responsible for pre-approving all audit and permitted non-audit services to be performed for the Company by its Independent Registered Public Accounting Firm or any other auditing or
accounting firm.

During fiscal year 2005, the Audit Committee approved all audit and non-audit services provided to the Company by the
Companys Independent Registered Public Accounting Firm prior to management engaging the Independent Registered Public Accounting Firm for that purpose. The Committees current practice is to consider for pre-approval annually all audit
and non-audit services proposed to be provided by the Independent Registered Public Accounting Firm. In making its recommendation to appoint Grant Thornton LLP as the Companys Independent Registered Public Accounting Firm, the Audit Committee
has considered whether the provision of the non-audit services rendered by Grant Thornton LLP is compatible with maintaining that firms independence and has determined that such services are compatible with maintaining Grant Thornton
LLPs independence.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|    |  |    |  |                                                 |  | 
|--- |  | -- |  | ----------------------------------------------- |  | 
|(a) |  |    |  |                                                 |  | 
|    |  |    | 
|    |  | 3. |  | Exhibits                                        |  | 
|    |  |    | 
|    |  |    |  | See Exhibit Index on page following signatures. |  | 



---

PART IV

SIGNATURES

Pursuant to the Requirements of Section 13 of 15(d) 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.



|                      |  |                |  |                          
|--------------------- |  | -------------- |  | -------------------------
|                      |  | PW EAGLE, INC.
|                      |  |               
|Dated: April 28, 2006 |  | By:            |  | /s/ Jerry A. Dukes       
|                      |  |                |  | Jerry A. Dukes, President



---

EXHIBIT INDEX



|       |  |                                                                                                                                                                                                                                                                            
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description**                                                                                                                                                                                                                                                              
|2.1    |  | Merger Agreement, dated September 30, 2005, among the Registrant, Poly Merger, LLC and USPoly Company. (Incorporated by reference to the Registrants Form 8-K filed October 6,
2005.)                                                                                     
|       | 
|3.1    |  | Articles of Incorporation of the Registrant, as amended to date (Incorporated by reference to Exhibit 3 to the Registrants quarterly report on Form 10-Q for the quarter ended September
30, 2000).                                                                       
|       | 
|3.2    |  | Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrants registration statement on Form S-4  File No. 33-29511).                                                                                                                            
|       | 
|3.3    |  | Statement of designation of shares of Registrant dated May 8, 1997 (Incorporated by reference to Exhibit 10.1 to Registrants Form 8-K dated May 19,1997).                                                                                                                 
|       | 
|10.1   |  | Form of Restricted Stock Agreement between the Registrant and certain officers of the Registrant. (Incorporated by reference to Exhibit 10.5 to the Registrants Form 8-K dated September
20, 1999.)*                                                                      
|       | 
|10.2   |  | Employment Agreement dated September 16, 1999 between the Registrant and Keith H. Steinbruck. (Incorporated by reference to Exhibit 10.9 to the Registrants Form 8-K dated September 20,
1999.)*                                                                          
|       | 
|10.3   |  | Employment Agreement dated September 16, 1999 between the Registrant and John R. Cobb. (Incorporated by reference to Exhibit 10.11 to the Registrants Form 8-K dated September 20,
1999.)*                                                                                
|       | 
|10.4   |  | Employment Agreement dated September 16, 1999 between the Registrant and Neil R. Chinn. (Incorporated by reference to Exhibit 10.12 to the Registrants Form 8-K dated September 20,
1999.)*                                                                               
|       | 
|10.5   |  | Registrants 1991 stock plan (Incorporated by reference to Exhibit 10.22 to the Registrants Form 10-K for the year ended December 31, 1992.)*                                                                                                                             
|       | 
|10.6   |  | Registrants 1997 Stock Option Plan (Incorporated by reference to Exhibit 10.14 to the Registrants Form 10-K for the year ended December 31, 1996.)*                                                                                                                      
|       | 
|10.7   |  | Amendment to the Employment Agreement executed September 16, 1999 between Keith H. Steinbruck and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.20
to the Registrants Form 10-K for the year ended December 31, 1999).*       
|       | 
|10.8   |  | Amendment to the Employment Agreement executed September 16, 1999 between Neil R. Chinn and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.22 to the
Registrants Form 10-K for the year ended December 31, 1999).*             
|       | 
|10.9   |  | Amendment to the Employment Agreement executed September 16, 1999 between John R. Cobb and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.23 to the
Registrants Form 10-K for the year ended December 31, 1999).*              
|       | 
|10.10  |  | Employment Agreement effective February 12, 2001 between the Registrant and N. Michael Stickel (Incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q for the quarter ended
June 30, 2001).*                                                                 
|       | 
|10.11  |  | Form of Restricted Stock Agreement between the Registrant and N. Michael Stickel (Incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q for the quarter ended June 30,
2001).*                                                                               
|       | 
|10.12  |  | Second Amendment to the Employment Agreement executed September 16, 1999 between the Registrant and John R. Cobb, Senior Vice President-Operations (Incorporated by reference to Exhibit 10.5
to Registrants Form 10-Q for the quarter ended September 30, 2001).*        
|       | 
|10.13  |  | Second Amendment to the Employment Agreement executed September 16, 1999 between the Registrant and Keith H. Steinbruck, Vice President Technical Director (Incorporated by reference to
Exhibit 10.6 to Registrants Form 10-Q for the quarter ended September 30, 2001).*
|       | 
|10.14  |  | Second Amendment to the Employment Agreement executed September 16, 1999 between the Registrant, and Neil R. Chinn, Vice President of Human Resources (Incorporated by reference to Exhibit
10.7 to Registrants Form 10-Q for the quarter ended September 30, 2001).*     
|       | 
|10.15  |  | Lease Agreement, dated as of February 28, 2002, between PWE (MULTI) QRS 14-85, Inc., as Landlord, and the Registrant, as Tenant. (Incorporated by reference to Exhibit 10.1 to
Registrants Form 8-K filed March 19, 2002.)                                                



---

|       |  |                                                                                                                                                                                                                                                                                                                       
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description**                                                                                                                                                                                                                                                                                                         
|10.16  |  | Warrant Agreement to purchase 120,000 shares of stock issued to Corporate Property Associates 14 Incorporated dated February 28, 2002. (Incorporated by reference to Exhibit 10.3 to
Registrants Form 10-Q for the quarter ended March 31, 2002.)                                                                    
|       | 
|10.17  |  | First Amendment to Lease Agreement, dated June 7, 2002 by and between PWE (MULTI) QRS 12-85 Inc., and the Registrant. (Incorporated by reference to Exhibit 10.3 to Registrants Form 10-Q
for the quarter ended June 30, 2002.)                                                                                      
|       | 
|10.18  |  | Second Amendment to Lease Agreement, dated March 10, 2003 by and between PWE (MULTI) QRS 14-85 Inc. and the Registrant. (Incorporated by reference to Exhibit 10.1 to Registrants Form
10-Q for the quarter ended March 31, 2003.)                                                                                   
|       | 
|10.19  |  | Lease Agreement, dated as of March 26, 2004 between 406 22nd, LLC, a Minnesota limited liability company, and Damaras Hoppenspirger as landlord, and the Registrant as tenant. (Incorporated by
reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended March 31, 2004.)                        
|       | 
|10.20  |  | Management Service Agreement between Spell Capital Partners, LLC and the Registrant dated January 1, 2004. (Incorporated by reference to Exhibit 10.4 to the Registrants Form 10-Q for
the quarter ended March 31, 2004.)                                                                                            
|       | 
|10.21  |  | Landlord Covenant Waiver dated March 30, 2004, by and between PWE (MULTI) QRS 14-85 Inc. and the Registrant dated March 30, 2004. (Incorporated by reference to Exhibit 10.5 to the
Registrants Form 10-Q for the quarter ended March 31, 2004.)                                                                     
|       | 
|10.22  |  | Lease Agreement dated April 1, 2004 between Continental Properties, LLC a Minnesota limited liability company and PW Poly, Inc. as tenant. (Incorporated by reference to Exhibit 10.7 to the
Registrants Form 10-Q for the quarter ended June 30, 2004.)                                                             
|       | 
|10.23  |  | Lease Agreement dated April 1, 2004 between Continental Properties, LLC and PW Poly, Inc. as tenant. (Incorporated by reference to Exhibit 10.8 to the Registrants Form 10-Q for the
quarter ended June 30, 2004.)                                                                                                   
|       | 
|10.24  |  | Contribution and Membership Interest Purchase Agreement dated September 1, 2004 among Uponor Aldyl Company, Inc., Uponor North American, Inc., Uponor Aldyl Holding Company, LLC and PW Poly
Corp. (Incorporated by reference to Exhibit 10.9 to the Registrants Form 10-Q for the quarter ended September 30, 2004.)
|       | 
|10.25  |  | Lease dated September 27, 2004 between Uponor Aldyl Company, Inc. as Landlord and PW Poly Corp. as Tenant. (Incorporated by reference to Exhibit 10.11 to the Registrants Form 10-Q for
the quarter ended September 30, 2004.)                                                                                       
|       | 
|10.26  |  | Redacted Fourth Amended and Restated Loan and Security Agreement dated October 25, 2004 between the Registrant and Fleet Capital Corporation. (Incorporated by reference to Exhibit 10.33 to
the Registrants Form 10-K for the year ended December 31, 2004.)                                                        
|       | 
|10.27  |  | Post Closing AgreementFourth Amended and Restated Loan and Security Agreement dated October 25, 2004 between the Registrant and Fleet Capital Corporation. (Incorporated by reference to
Exhibit 10.34 to the Registrants Form 10-K for the year ended December 31, 2004.)                                          
|       | 
|10.28  |  | Revolving Note dated October 25, 2004, between Fleet Capital Corporation and the Registrant. (Incorporated by reference to Exhibit 10.35 to the Registrants Form 10-K for the year ended
December 31, 2004.)                                                                                                         
|       | 
|10.29  |  | Management Fee Subordination Agreement dated October 25, 2004 between Spell Capital Partners LLC, Fleet Capital Corporation and Churchill Capital Partners IV, L.P. (Incorporated by reference
to Exhibit 10.51 to the Registrants Form 10-K for the year ended December 31, 2004.)                                  
|       | 
|10.30  |  | Revolving Note dated October 25, 2004 between The CIT Group/Business Credit, Inc. and the Registrant. (Incorporated by reference to Exhibit 10.52 to the Registrants Form 10-K for the
year ended December 31, 2004.)                                                                                                
|       | 
|10.31  |  | Revolving Note dated October 25, 2004 between Wells Fargo Business Credit, Inc., and the Registrant. (Incorporated by reference to Exhibit 10.53 to the Registrants Form 10-K for the
year ended December 31, 2004.)                                                                                                 
|       | 
|10.32  |  | Third Amendment to Lease Agreement dated October 25, 2004 between PWE (MULTI) QRS 14-85 INC, and the Registrant. (Incorporated by reference to Exhibit 10.56 to the Registrants Form 10-K
for the year ended December 31, 2004.)                                                                                     
|       | 
|10.33  |  | Amended and Restated PVC Resin Supply Agreement dated February 1, 2005. (Incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended March 31,
2005.)                                                                                                                               



---

|      |  |                                                                                                                                                                                                                                                                                                                                                           
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.34 |  | First Amendment to Fourth Amended and Restated Loan and Security Agreement between the Registrant and Fleet Capital Corporation, dated March 15, 2005. (Incorporated by reference to
Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended March 31, 2005.)                                                                                    
|      | 
|10.35 |  | First Amendment to Senior Subordinated Note Purchase Agreement and Junior Subordinated Note Purchase Agreement between the Registrant and Churchill Capital Partners IV, L.P., dated March 15,
2005. (Incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the quarter ended March 31, 2005.)                                      
|      | 
|10.36 |  | First Amendment to Credit and Security Agreement and Waiver of Defaults between USPoly Company and Wells Fargo Business Credit, Inc., dated March 10, 2005. (Incorporated by reference to
Exhibit 10.4 to the Registrants Form 10-Q for the quarter ended March 31, 2005.)                                                                               
|      | 
|10.37 |  | First Amendment to Subordination Agreement between Wells Fargo Business Credit, Inc., Medallion Capital, Inc., USPoly Company, and Spell Capital Partners, dated March 10, 2005. (Incorporated
by reference to Exhibit 10.5 to the Registrants Form 10-Q for the quarter ended March 31, 2005.)                                                          
|      | 
|10.38 |  | Warrant issued to Adizes USA, dated September 30, 2005. (Incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended September 30,
2005.)                                                                                                                                                                               
|      | 
|10.39 |  | Second Amendment to Fourth Amended and Restated Loan and Security Agreement and First Amendment to Subordination Agreement, dated September 30, 2005, among the Company, Bank of America, N.A.
and Churchill Capital Partners IV, L.P. (Incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended September 30, 2005.)
|      | 
|21    |  | List of Subsidiaries of the Registrant: USPoly Company, LLC (State of Organziation: Minnesota).                                                                                                                                                                                                                                                           
|      | 
|23.1  |  | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.***                                                                                                                                                                                                                                                                          
|      | 
|23.2  |  | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.***                                                                                                                                                                                                                                                                  
|      | 
|24    |  | Power of Attorney from certain directors and officers  see Signatures on signature page of this Form 10-K.                                                                                                                                                                                                                                             
|      | 
|31.1  |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.****                                                                                                                                                                                                                                                   
|      | 
|31.2  |  | Certification of Chief Financial Officer and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.****                                                                                                                                                                                                                                     
|      | 
|32.1  |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.****                                                                                                                                                                                                                                                   
|      | 
|32.2  |  | Certification of Chief Financial Officer and Treasurer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.****                                                                                                                                                                                                                                     

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|* | Compensatory plan or arrangement
|- | --------------------------------

|** | SEC File No. 0-18050 unless otherwise indicated
|-- | -----------------------------------------------

|*** | Previously filed with the Form 10-K on March 29, 2006
|--- | -----------------------------------------------------

|**** | Filed herewith
|---- | --------------