Mail Stop 0510

      March 8, 2005

Via U.S. mail and facsimile

Mr.  H. O. Woltz III
President and Chief Executive Officer, Insteel Industries, Inc.
1373 Boggs Drive
Mount Airy, NC 27030

	RE:	Form 10-K/A#1 for the fiscal year ended October 2, 2004
			File No. 1-9929

Dear Mr. Woltz:

		We have reviewed this filing and your response letter
dated
February 22, 2005 and have the following comments.  If you
disagree
with a comment, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K/A#1 FOR THE YEAR ENDED OCTOBER 2, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please provide to us your intended
disclosure.
These revisions should be included in your future filings.

Management`s Discussion and Analysis
Liquidity and Capital Resources
Financial Covenants, page 18

2. We note your response to prior comment 3.  There are several
lines
in your EBITDA calculation that are not consistent with the
definition of EBITDA.  In this regard, please retitle the
calculation
accordingly.


Financial Statements

Statements of Operations, page 24

3. We read your response to prior comment 5. As previously
requested,
please tell us whether your earnings before interest, income taxes
and accounting change subtotal represents operating income under
U.S.
GAAP for all periods presented.  If not, please remove this
subtotal.
Item 10(e)(1)(ii)(C) of Regulation S-K prohibits the presentation
of
non-GAAP measures in your financial statements.  See also, SEC
Release 33-8176, including footnote 20.


Statements of Cash Flows, page 26

4. We note your response to prior comment 6 in which you explained
how you determined the cash you paid as a result of your
termination
of interest rate swaps should be classified as a financing
activity.
Please tell us the GAAP basis used in determining your conclusions
and let us know who from Grant Thornton`s national office was
consulted and agrees with your conclusions.


Note 2 - Summary of Significant Accounting Policies, page 27
General

5. We note your response to prior comment 10.  In order to improve
the ability for readers to compare Insteel to others in the
industry,
please disclose in a footnote in a manner similar to your
supplemental response the types of expenses that you include in
cost
of sales and the types of expense that you include in selling,
general and administrative expenses and whether you include
inbound
freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs, and the other costs of
your distribution network in the cost of sales line item.


Note 12 - Business Segment Information, page 39

6. We note your response to prior comment 12.  Please provide us
with
the historical comparisons of sales, cost of goods sold, and gross
margin amounts for each business unit to show economic similarity.
Please also provide this information as it relates to a 2005
budget
or any additional long-term forecasts.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      If you have any questions regarding these comments, please
direct them to Marie Trimeloni, Staff Accountant, at (202) 942-
1860
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,



							Rufus Decker
							Accounting Branch Chief

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Mr.  H. O. Woltz III
March 8, 2005
Page 3 of 3




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE