EXHIBIT 10.34



                             FIRST AMENDMENT TO THE
                                 INTERFACE, INC.

                          OMNIBUS STOCK INCENTIVE PLAN

         THIS  AMENDMENT  is made  as of the  27th  day of  February,  2001,  by
Interface, Inc., a Georgia corporation (the "Company");

                              W I T N E S S E T H:
                              - - - - - - - - - --

         WHEREAS,  the Company  established  the Interface,  Inc.  Omnibus Stock
Incentive Plan (the "Plan") effective January 20, 1997; and

         WHEREAS,  Section  16(a) of the Plan  permits the Board of Directors of
the Company, subject to the approval of the Shareholders, to amend the Plan; and

         WHEREAS, the Board of Directors of the Company desire to amend the Plan
to increase the total number of Shares which may be granted or awarded under the
Plan.

         NOW, THEREFORE, for and in consideration of the foregoing premises, and
other good and valuable consideration, the Plan is amended as follows:

         1.  Section 3 is hereby  amended by deleting  the number  "one  million
eight  hundred  thousand  (1,800,000)"  and  replacing it with the number "five
million six hundred thousand (5,600,000)."

         2. This First  Amendment  shall be effective as of the date first above
written, subject to the approval of the Company's shareholders. Except as hereby
amended, the Plan shall remain in full force and effect.

         IN WITNESS  WHEREOF,  the  undersigned  does hereby  execute this First
Amendment to the Plan as of the date first above written.

                                    INTERFACE, INC.

                                    By:   /s/ Raymond S. Willoch
                                       --------------------------------------
                                           Senior Vice President