UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 24~~December 30, 2005

PROPEX FABRICS INC.

(Exact name of registrant as specified in its charter)

Delaware

333-122829

36-2692811

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

260 The Bluffs

Austell, Georgia 30168

(Address of principal executive offices, including zip code)

(770) 941-1711

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

AtOn ~~its meeting on August~~December 1130, 2005, ~~the board of directors of~~ Propex Fabrics ~~Holdings~~ Inc. (the “~~Holdings~~Company”) entered ~~approved~~into ~~the~~a ~~2005~~stock ~~Stock~~purchase ~~Awards~~agreement ~~Plan~~ (the “~~Plan~~Agreement”), ~~subject~~by toand ~~approval~~among ofSI ~~the~~Concrete ~~stockholders~~Systems ofCorporation, ~~Holdings.~~a ~~Effective~~Delaware ascorporation ~~of October 24~~(“SICSC”), ~~2005,~~SI ~~the~~Geosolutions ~~Plan~~Corporation, ~~was~~a ~~approved~~Delaware bycorporation ~~written~~(“SIGC”), ~~consent~~and ofcertain aholders ~~majority~~ of the ~~stockholders~~capital stock of ~~Holdings.~~SICSC ~~Individual~~and ~~awards~~SIGC, whereby the Company will beacquire ~~made~~all inof the ~~future~~outstanding incapital ~~accordance~~stock ~~with~~of ~~the~~SICSC ~~Plan~~and ~~using~~SIGC. The completion of the ~~forms~~acquisition ~~evidenced~~is assubject ~~exhibits~~to ~~10.2~~a number of customary conditions and ~~10.3~~is expected to ~~this~~occur ~~Current~~by ~~Report~~the end of January 2006.

The ~~purpose~~Agreement ofhas ~~the~~been ~~Plan~~included is to provide investors ~~for~~with ~~granting~~information ~~incentive~~regarding ~~stock~~its ~~options, nonqualified~~terms ~~stock~~and ~~options,~~is ~~stock~~not ~~appreciation~~intended ~~rights,~~to ~~restricted~~provide ~~stock~~any ~~awards,~~other ~~performance~~factual ~~awards,~~information ~~phantom~~about ~~stock~~the ~~awards,~~parties orto ~~any~~the ~~combination~~Agreement. The Agreement contains representations and warranties by each of the ~~foregoing,~~parties to ~~selected~~the ~~employees,~~Agreement. ~~directors,~~These representations and ~~consultants~~warranties have been made solely for the benefit of ~~Holdings~~the other parties to the Agreement and ~~its~~(1) may ~~subsidiaries~~be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements ~~including~~provide to be inaccurate, (2) have been qualified by disclosures that were made to the ~~Company.~~other ~~Each~~party ~~award~~in connection with the negotiation of ~~stock~~the ~~options~~Agreement, ~~stock~~which ~~appreciation~~disclosures ~~rights~~are not reflected in the Agreement, ~~restricted~~(3) may ~~stock~~apply standards of materiality in a way that is different from what may be viewed as material to investors, ~~performance~~and ~~awards~~(4) were made only as of the date of the Agreement or ~~phantom~~such ~~stock~~other ~~will~~date(s) as may be ~~evidenced~~specified byin anthe ~~agreement~~Agreement ~~between~~and ~~Holdings~~are subject to more recent developments. Accordingly, these representations and warranties may not describe the ~~recipient~~actual state of affairs as of the ~~award~~date they were made or at any other time.

The foregoing ~~summary~~description of the ~~material~~Agreement ~~terms~~does ofnot ~~the~~purport ~~Plan~~to be complete and is qualified in its entirety by reference to the ~~Plan,~~Agreement ~~a copy of~~ which is filed as Exhibit 10.1 to this ~~Current~~Form ~~Report~~8–K and incorporated into this Item 1.01 by reference.

Item 7.01 Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

A press release, in the form filed as Exhibit 99.1 hereto, was issued concerning the Agreement.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits.

ExhibitNumber		Description
Exhibit Number		Description
10.1		Stock Purchase Agreement, dated December 30, 2005, by and among Propex Fabrics ~~Holdings~~ Inc., ~~2005~~SI ~~Stock~~Concrete ~~Awards~~Systems ~~Plan~~Corporation, SI Geosolutions Corporation and the sellers named therein.
10.2		Form of Nonqualified Stock Option Agreement for Employees.
99.1		Press Release of Propex Fabrics Inc., dated January 6, 2006.
10.3		Form of Nonqualified Stock Option Agreement for Directors.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROPEX FABRICS INC.
Dated: October 28, 2005	By:	/s/ Philip D. Barnes
Dated: January 6, 2006	By:	/s/ Philip D. Barnes
		Philip D. Barnes Chief Financial Officer
		Philip D. Barnes
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

ExhibitNumber		Description
Exhibit Number		Description
10.1		Stock Purchase Agreement, dated December 30, 2005, by and among Propex Fabrics ~~Holdings~~ Inc., ~~2005~~SI ~~Stock~~Concrete ~~Awards~~Systems ~~Plan~~Corporation, SI Geosolutions Corporation and the sellers named therein.
10.2		Form of Nonqualified Stock Option Agreement for Employees.
99.1		Press Release of Propex Fabrics Inc., dated January 6, 2006.
10.3		Form of Nonqualified Stock Option Agreement for Directors.

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