| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
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1.
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Ray
C. Anderson
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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3,526,018
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6.
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SHARED
VOTING POWER
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None
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7.
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SOLE
DISPOSITIVE POWER
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3,526,018
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8.
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SHARED
DISPOSITIVE POWER
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None
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,541,018
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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7.1%
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12.
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TYPE
OF REPORTING PERSON*
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IN
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Item
1 (a)
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NAME
OF ISSUER:
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Interface,
Inc.
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Item
1 (b)
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ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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2859
Paces Ferry Road, Suite 2000
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Atlanta,
Georgia 30339
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Item
2 (a)
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NAME
OF PERSON FILING:
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Ray
C. Anderson
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Item
2 (b)
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE:
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2859
Paces Ferry Road, Suite 2000
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Atlanta,
Georgia 30339
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Item
2 (c)
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CITIZENSHIP:
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United
States of America
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Item
2 (d)
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TITLE
OF CLASS OF SECURITIES:
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Class
A Common Stock ($0.10 Par Value)
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Item
2 (e)
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CUSIP
NUMBER:
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458665106
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Item
3
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IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
OR (c),
CHECK WHETHER THE PERSON FILING IS A:
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Not
Applicable
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Item
4 (a)
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AMOUNT
BENEFICIALLY OWNED:
As
of December 31, 2005, I was the beneficial owner of 3,541,018
shares of
Class A Common Stock for the purpose of Section 13(g) of the
Securities
Exchange Act of 1934 by virtue of Rule 13d-3. This ownership
consisted of
(i) 53,000 shares of Class A Common Stock, (ii) 3,407,755 shares
of Class
B Common Stock (which are convertible on a one-for-one basis
into shares
of Class A Common Stock) owned directly by me; (iii) 15,000 shares
of
Class A Common Stock held of record by my wife (as to which I
disclaim
beneficial ownership); (iv) 41,000 shares of Class A or B Common
Stock
issuable upon the exercise of stock options which were exercisable
on
December 31, 2005 or within 60 days thereafter; and (v) 24,263 shares
of Class B Common Stock held by me through the Company’s Savings and
Investment Plan.
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Item
4 (b)
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PERCENT
OF CLASS:
If
all of the Class B Common Stock I beneficially owned as of December
31,
2005 and all of the shares issuable upon the exercise of stock
options
that I beneficially owned of as December 31, 2005 (which stock
options
were exercisable on December 31, 2005 or within 60 days thereafter)
were
converted into Class A Common Stock, then as of December 31, 2005,
I
beneficially owned 7.1% of the outstanding Class A Common Stock,
computed
in accordance with Rule 13d-3.
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Item
4 (c)
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NUMBER
OF SHARES AS TO WHICH REPORTING PERSON HAS:
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(i)
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Sole
power to vote or to direct the vote: 3,526,018
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(ii)
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Shared
power to vote or to direct the vote: None
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(iii)
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Sole
power to dispose or to direct the disposition of:
3,526,018
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(iv)
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Shared
power to dispose or to direct the disposition of: None
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Item
5
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS:
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Not
Applicable
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Item
6
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Not
Applicable
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Item
7
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
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Not
Applicable
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Item
8
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not
Applicable
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Item
9
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NOTICE
OF DISSOLUTION OF GROUP:
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Not
Applicable
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Item
10
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CERTIFICATIONS: | |
| Not Applicable | ||
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/s/
Ray C. Anderson
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Ray
C. Anderson
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