Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
WOLTZ H O III
 2. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [IIIN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last)
(First)
(Middle)

1373 BOGGS DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/27/2014
(Street)


MOUNT AIRY, NC 27030		 4. If Amendment, Date Original Filed(Month/Day/Year)
10/01/2014		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 03/06/2014   G5 250 D $ 0 545,518 D  
Common Stock (1) 05/07/2014   W5 31,005 A $ 0 545,518 D  
Common Stock 08/13/2014   G5 80 D $ 0 545,518 D  
Common Stock 09/18/2014   G5 2,100 D $ 0 545,518 D  
Common Stock (1) (3) 05/07/2014   W5 2,841 A $ 0 177,822 I Co-trustee of trusts for the benefit of children of H. O. Woltz III and Edwin M Woltz
Common Stock (1) 05/07/2014   W5 8,513 D $ 0 0 I co-executor of Howard O. Woltz, Jr. Estate
Common Stock (3) 09/12/2014   G5 3,910 D $ 0 81,222 I co-trustee of Woltz Foundation
Common Stock (3)             130,452 I Co-trustee of trusts created by estate of Howard O. Woltz Jr.
Common Stock (Restricted Stock Units)             59,157 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (Right to Buy) $ 20.5             (2) 08/12/2024 Common Stock
21,216
  21,216
D
 
Common Stock (Right to Buy) $ 19.08             (2) 02/12/2024 Common Stock
21,645
  21,645
D
 
Stock Option (Right to Buy) $ 10.23             (2) 08/21/2022 Common Stock
21,978
  21,978
D
 
Stock Option (Right to Buy) $ 13.06             (2) 02/21/2022 Common Stock
16,501
  16,501
D
 
Stock Option (Right to Buy) $ 10.72             (2) 08/08/2021 Common Stock
10,309
  10,309
D
 
Stock Option (Right to Buy) $ 12.43             (2) 02/08/2021 Common Stock
8,532
  8,532
D
 
Stock Option (Right to Buy) $ 17.22             (2) 08/12/2023 Common Stock
21,583
  21,583
D
 
Stock Option (Right to Buy) $ 16.45             (2) 02/12/2023 Common Stock
20,921
  20,921
D
 
Stock Option (Right to Buy) $ 16.69             (2) 08/19/2018 Common Stock
15,957
  15,957
D
 
Stock Option (Right to Buy) $ 17.11             (2) 02/13/2017 Common Stock
14,395
  14,395
D
 
Stock Option (Right to Buy) $ 20.27             (2) 08/13/2017 Common Stock
11,878
  11,878
D
 
Stock Option (Right to Buy) $ 20.26             (2) 08/14/2016 Common Stock
6,369
  6,369
D
 
Stock Option (Right to Buy) $ 15.64             (2) 02/14/2016 Common Stock
9,144
  9,144
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WOLTZ H O III
1373 BOGGS DRIVE
MOUNT AIRY, NC 27030		   X     Chairman, President and CEO  

Signatures

James F. Petelle for H. O. Woltz III 10/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This amended form 5 includes distributions from the Estate of Howard O. Woltz, Jr.
(2) Options vest 1/3 annually beginning one year from grant date.
(3) The reporting person previously reported in the aggregate all shares which were deemed indirectly owned by the reporting person as the co-trustee of family trusts. This form reports separately these shares which are deemed indirectly owned by the reporting person as the co-trustee of family trusts. Additionally, the reporting person previously reported 21,222 shares indirectly owned by the reporting person through a custodial account for a minor child. These 21,222 shares now are included above in the 177,822 shares reported as indirectly owned by the reporting person as the co-trustee of trusts for the benefit of his children and the children of Edwin M. Woltz.

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