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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 2)



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



For the quarterly period ended March 31, 2005



OR



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



For the transition period from
 to



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) |  | (I.R.S. Employer Identification No.)



1550 Valley River
Drive

Eugene, Oregon 97401

(Address of principal executive offices)



Registrants telephone number, including area code: (541) 343-0200



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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 whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes ̈No  x



The number of shares of the registrants Common Stock, $.01 par value per share,
outstanding as of June 13, 2005 was:



|                     |  |          
|-------------------- |  | ---------
|Common Stock         |  | 8,857,666
|Class B Common Stock |  | 595,508  



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EXPLANATORY NOTE



This Amendment No. 2 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the period ended March 31, 2005 of PW Eagle, Inc. (the
Company), initially filed with the Securities and Exchange Commission (the SEC) on May 6, 2005 and as amended by Amendment No. 1 filed on June 28, 2005, is being filed to refile the Amended and Restated PVC Resin Supply
Agreement (the Agreement) dated February 1, 2005 attached as Exhibit 10.1 to address comments received by the SEC in connection with a confidential treatment request for portions of the Agreement. No other modifications to the original
Form 10-Q are being made with this amendment. Therefore, this amendment only contains Part II- Item 6 and new certifications of the Chief Executive Officer and Chief Financial Officer of the Company.



|PART | II. OTHER INFORMATION
|---- | ---------------------



|ITEM 6. | EXHIBITS
|------- | --------



EXHIBIT INDEX TO FORM 10-Q



For the Quarter Ended March 31, 2005



PW EAGLE, INC.



|       |  |                                                                                                                                                                                                    
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                                        
|10.1** |  | Amended and Restated PVC Resin Supply Agreement dated February 1, 2005.                                                                                                                            
|       | 
|10.2+  |  | First Amendment to Fourth Amended and Restated Loan and Security Agreement between PW Eagle, Inc. and Fleet Capital Corporation, dated March 15, 2005.                                             
|       | 
|10.3+  |  | First Amendment to Senior Subordinated Note Purchase Agreement and Junior Subordinated Note Purchase Agreement between PW Eagle Inc, and Churchill Capital Partners IV, L.P., dated March 15,
2005.
|       | 
|10.4+  |  | First Amendment to Credit and Security Agreement and Waiver of Defaults between USPoly Company and Wells Fargo Business Credit, Inc., dated March 10, 2005.                                        
|       | 
|10.5+  |  | First Amendment to Subordination Agreement between Wells Fargo Business Credit, Inc., Medallion Capital, Inc., USPoly Company, and Spell Capital Partners, dated March 10,
2005.                   
|       | 
|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 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                
|       | 
|32.1   |  | Certification by the Chief Executive Officer pursuant to section 906 of the Sarbanes Oxley Act.*                                                                                                   
|       | 
|32.2   |  | Certification by the Chief Financial Officer pursuant to section 906 of the Sarbanes Oxley Act.*                                                                                                   



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|* | This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes
of the Securities Exchange Act of 1934. A signed original of this written statement required by Section 906 has been provided to PW Eagle, Inc. and will be retained by PW Eagle, Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** | Portions of this exhibit are omitted pursuant to a request for confidential treatment and were filed separately.
|-- | ----------------------------------------------------------------------------------------------------------------



|+ | Previously filed as Exhibits to the Quarterly Report on Form 10-Q for the period ended March 31, 2005.
|- | ------------------------------------------------------------------------------------------------------



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SIGNATURES



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.



PW EAGLE, INC.



|   |  |                        
|-- |  | -----------------------
|   | 
|By |  | /S/    JERRY A.
DUKES  
|   |  | Jerry A. Dukes         
|   |  | Chief Executive Officer
|   | 
|By |  | /S/    SCOTT
LONG      
|   |  | Scott Long             
|   |  | Chief Financial Officer



Dated: August 11, 2005



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