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

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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

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. Date of Earliest Transaction (Month/Day/Year) 02/10/2012 (Street) MOUNT AIRY, NC 27030 4. If Amendment, Date Original Filed(Month/Day/Year) 02/13/2012 6. Individual or Joint/Group Filing(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 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) Code V Amount (A) or (D) Price Common Stock (Restricted Stock Units) 02/21/2012   A   11,485 A $ 0 82,827 D   Common Stock               444,587 D   Common Stock (2)               8,513 I co-executor of Howard O. Woltz, Jr. Estate Common Stock (2)               365,130 I co-trustee of trusts established by Howard O. Woltz, Jr. Common Stock (2)               21,222 I Custodial account for minor child

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 1474 (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 Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$ 13.06	02/21/2012		A		24,752		(1)	02/21/2022	Common Stock	24,752	$ 0	24,752	D
Stock Option (Right to Buy)	$ 10.72							(1)	08/08/2021	Common Stock	30,928		30,928	D
Stock Option (Right to Buy)	$ 12.43							(1)	02/08/2021	Common Stock	25,597		25,597	D
Stock Option (Right to Buy)	$ 9.16							(1)	08/09/2020	Common Stock	33,708		33,708	D
Stock Option (Right to Buy)	$ 9.39							(1)	02/09/2020	Common Stock	32,468		32,468	D
Stock Option (Right to Buy)	$ 11.6							(1)	08/10/2019	Common Stock	23,962		23,962	D
Stock Option (Right to Buy)	$ 7.55							(1)	02/10/2019	Common Stock	32,609		32,609	D
Stock Option (Right to Buy)	$ 11.15							(1)	02/19/2018	Common Stock	28,791		28,791	D
Stock Option (Right to Buy)	$ 16.69							(1)	08/19/2018	Common Stock	15,957		15,957	D
Stock Option (Right to Buy)	$ 17.11							(1)	02/13/2017	Common Stock	14,395		14,395	D
Stock Option (Right to Buy)	$ 20.27							(1)	08/13/2017	Common Stock	11,878		11,878	D
Stock Option (Right to Buy)	$ 20.26							(1)	08/14/2016	Common Stock	6,369		6,369	D
Stock Option (Right to Buy)	$ 15.64							(1)	02/14/2016	Common Stock	9,144		9,144	D
Stock Option (Right to Buy)	$ 9.12							(1)	03/04/2015	Common Stock	17,826		17,826	D
Stock Option (Right to Buy)	$ 6.89							(1)	07/26/2015	Common Stock	11,532		11,532	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		02/22/2012
**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)	Options vest 1/3 annually beginning one year from grant date.
(2)	In addition to the gifts on November 3 and November 30, 2011, this Form also reflects the beneficial interest H. O. Woltz III is deemed to hold in the estate of his father, Howard O. Woltz, Jr., and in three trusts established by his father, following the death of his father on January 2, 2011. Mr. Woltz III disclaims beneficial interest in the shares held in the estate and in trust, except to the extent of his pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.