SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STICKEL MICHAEL N

(Last)

(First)

(Middle)

1550 VALLEY RIVER DRIVE

(Street)

EUGENE

97401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PW EAGLE INC [ PWEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP - Sales and Marketing

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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 (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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2006		M		15,000	A	$7.5	49,000	D
Common Stock	06/05/2006		S		2,619	D	$29.85	46,381	D
Common Stock	06/05/2006		S		500	D	$29.86	45,881	D
Common Stock	06/05/2006		S		481	D	$29.87	45,400	D
Common Stock	06/05/2006		S		1,400	D	$29.88	44,000	D
Common Stock	06/05/2006		S		7,000	D	$30	37,000	D
Common Stock	06/05/2006		S		1,000	D	$30.0017	36,000	D
Common Stock	06/05/2006		S		1,000	D	$30.0107	35,000	D
Common Stock	06/05/2006		S		1,000	D	$30.0284	34,000	D
Common Stock	06/06/2006		M		4,160	A	$7.5	38,160	D
Common Stock	06/06/2006		M		800	A	$4.51	38,960	D
Common Stock	06/06/2006		S		1,000	D	$27.11	37,960	D
Common Stock	06/06/2006		S		1,000	D	$27.111	36,960	D
Common Stock	06/06/2006		S		1,000	D	$27.112	35,960	D
Common Stock	06/06/2006		S		1,000	D	$27.1183	34,960	D
Common Stock	06/06/2006		S		1,000	D	$27.12	33,960	D
Common Stock	06/06/2006		S		1,000	D	$27.1221	32,960	D
Common Stock	06/06/2006		S		1,000	D	$27.1229	31,960	D
Common Stock	06/06/2006		S		1,000	D	$27.1261	30,960	D
Common Stock	06/06/2006		S		1,000	D	$27.1379	29,960	D
Common Stock	06/06/2006		S		1,000	D	$27.1745	28,960	D
Common Stock	06/06/2006		S		1,000	D	$27.1998	27,960	D
Common Stock	06/06/2006		S		1,000	D	$27.3852	26,960	D
Common Stock	06/06/2006		S		2,000	D	$27.41	24,960	D
Common Stock	06/06/2006		S		1,000	D	$27.4512	23,960	D
Common Stock	06/06/2006		S		1,000	D	$27.6535	22,960	D
Common Stock	06/06/2006		S		1,000	D	$27.79	21,960	D
Common Stock	06/06/2006		S		1,000	D	$27.7976	20,960	D
Common Stock	06/06/2006		S		3,000	D	$27.99	17,960	D

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$7.5	06/05/2006		M			15,000	⁽¹⁾	03/11/2011	Common Stock	85,000	$0	4,160	D
Employee Stock Option (Right to Buy)	$7.5	06/06/2006		M			4,160	⁽¹⁾	03/11/2011	Common Stock	85,000	$0	0	D
Employe Stock Option (Right to Buy)	$4.51	06/06/2006		M			800	⁽²⁾	03/06/2008	Common Stock	4,000	$0	800	D
Employee Stock Option (Right to Buy)	$23.47							⁽³⁾	12/13/2012	Common Stock	28,000		21,000	D

Explanation of Responses:

1. Exercisable in five annual increments of 17,000 shares each, commencing 3/9/02.

2. Exercisable in five annual increments of 800 shares each, commencing 3/6/03.

3. Exercisable as to 7,000 shares on each of 12/31/2005, 12/13/2006, 12/13/2007 and 12/13/2008.

Remarks:

Form one of two forms being filed.

	/s/ Ryan Brauer as attorney-in-fact for N. Michael Stickel pursuant to Power of Attorney previously filed	06/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.