Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCNAMEE GEORGE C
  2. Issuer Name and Ticker or Trading Symbol
IROBOT CORP [IRBT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FA TECHNOLOGY VENTURES, 677 BROADWAY
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2006
(Street)

ALBANY, NY 12207
4. If Amendment, Date Original Filed(Month/Day/Year)
08/01/2006
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               97,326 D  
Common Stock 12/30/2005   J V 17,949 (1) A $ 0 116,102 I See Footnote (2)
Common Stock               4,000 I By Wife of Reporting Person (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCNAMEE GEORGE C
C/O FA TECHNOLOGY VENTURES
677 BROADWAY
ALBANY, NY 12207
  X      

Signatures

 /s/ Glen D. Weinstein, Attorney-in-Fact   08/04/2006
**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) Consists of shares held by First Albany Private Fund 2004, LLC. As a result of a transfer and change of the management of First Albany Private Fund 2004, LLC, FATV GP, LLC, of which the reporting person is a manager, became the manager of First Albany Private Fund 2004, LLC. Accordingly, the reporting person may be deemed to share voting and investment power with respect to all shares held by First Albany Private Fund 2004, LLC. The reporting person disclaims beneficial ownership pf the shares held by First Albany Private Fund 2004, LLC except to the extent of his pecuniary interest, if any. These shares were omitted from the reporting person's Form 4 filed on August 1, 2006.
(2) Consists of shares held by FA Technology Ventures, L.P., FA Technology Managers, LLC and First Albany Private Fund 2004, LLC of which the reporting person is a partner of the general partner of FA Technology Ventures, L.P., a manager of FA Technology Managers, LLC and a manager of the manager of First Albany Private Fund 2004, LLC . The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose.
(3) The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose.

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