SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the Fiscal Year Ended December 31, 1995 Commission file number 1-9149

THE INTERLAKE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 36-3428543
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

550 Warrenville Road, Lisle, Illinois 60532-4387
(Address of principal executive offices) (Zip Code)

(708) 852-8800
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common stock, par value New York Stock Exchange
$1.00 per share Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K. [ ]

Aggregate market value of common stock, $1.00 par value, held by non-affiliates
as of February 15, 1996: $46,494,455

As of February 15, 1996, 23,112,999 shares of the Registrant's common stock
were outstanding.

Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1995 are incorporated by reference into Part II. Portions
of the Registrant's Proxy Statement for the 1996 Annual Meeting of Shareholders
(to be filed) are incorporated by reference into Part III.

THE INTERLAKE CORPORATION
Form 10-K Annual Report -- 1995
Table of Contents

PART I Page
Item 1. Business . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . 10
Item 3. Legal Proceedings. . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote of Security Holders 11

PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters . . 12
Item 6. Selected Financial Data. . . . . . . . . . . . 13
Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition. . . . . . . . . . . . . 13
Item 8. Financial Statements and Supplementary Data. . 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . 13

PART III
Item 10. Directors and Executive Officers, Promoters and Control
Persons of the Registrant 14
Item 11. Executive Compensation. . . . . . . . . . . . 16
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . 16
Item 13. Certain Relationships and Related Transactions 16

PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8- K . . 17

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 24

PART I

As used herein, the term "Company" means The Interlake Corporation and its
subsidiaries. The terms "Interlake" and "Registrant" mean The Interlake
Corporation, the parent company.

ITEM 1--BUSINESS
GENERAL
The Company is a multinational corporation engaged in the design, manufacture
and sale or distribution of products in the automotive, materials handling,
packaging, and aerospace industries. The Company's operations are divided into
two segments: Engineered Materials and Handling/Packaging Systems. For
certain information regarding these segments, including information regarding
geographic regions, see Note 6 of Notes to Consolidated Financial Statements.

ENGINEERED MATERIALS
The Engineered Materials segment includes Special Materials, which produces
ferrous metal powder used to manufacture precision parts, and Aerospace
Components, which manufactures precision jet engine components and repairs jet
engine fan blades. The two units which comprise Engineered Materials generally
use proprietary and patented processes to produce high quality metal powders or
components.

SPECIAL MATERIALS
General--The Company conducts its Special Materials business through its
Hoeganaes Corporation subsidiary. Hoeganaes is the North American market and
technology leader in the production of ferrous (iron-based) metal powders.
Ferrous metal powder is used by customers primarily to manufacture precision
parts for automobiles, light trucks, farm and garden equipment, heavy
construction equipment, hand tools and appliances. Precision parts produced
using powdered metal technology have certain cost and design advantages over
parts produced using conventional techniques such as forging, casting, stamping
or machining, as they may be manufactured with less wasted raw material, lower
labor costs and little or no additional machining.

The automotive industry is the largest market for Hoeganaes' products. Average
usage of ferrous metal powder per vehicle has increased from 18 pounds in 1986
to 29 pounds in 1995 due to new applications (for example, anti-lock brakes,
connecting rods and bearing end caps) as well as increased demand for vehicles
in the light truck category (including sport utility vehicles and minivans),
which use greater amounts of ferrous metal powder per vehicle.

Strategy--Hoeganaes' status as the North American market leader is based on its
broad product range and new product development coupled with cost-efficient
manufacturing processes producing a high quality metal powder. Hoeganaes'
strategy is to commercially develop new powder metal products, manufacturing
processes and applications, thereby promoting the increased use of powder
metallurgy generally and establishing Hoeganaes as the sole source for its
proprietary products. This strategy is based on the Company's ongoing research
and development efforts, whereby Hoeganaes representatives work closely with
customers to advance the performance characteristics achievable through powder
metallurgy.

Markets--The North American market for ferrous metal powders can be divided
into two segments: structural parts (metal powder to be compressed into solid
parts) and non-structural applications (powders principally used in welding,
chemicals and photocopying).

Uses for structural parts comprise an estimated 80% of the North American
market for ferrous metal powders. More than 50% of Hoeganaes' sales are for
automotive applications, which include components for transmissions, engines
and suspension systems. For automobile applications, Hoeganaes generally
supplies metal powder to component manufacturers as opposed to directly
supplying vehicle manufacturers.

The non-structural market for ferrous metal powders generally consists of
applications in welding, chemicals, friction applications such as brake pads
and linings, and for use as a carrier agent for photocopier toner. Ferrous
metal powders are also used by pharmaceutical companies as catalysts in blood
thinning agents and for use in nutritional iron supplements.

Customers--Although more than 50% of Hoeganaes' product shipments are
ultimately used in automobiles and other light vehicles, Hoeganaes' customers
generally are not the auto manufacturers, but rather intermediary parts
fabricators. In recent years, there has been increasing consolidation among
the powder metal parts manufacturers; however, no single customer accounted for
more than 3% of the Company's net sales in 1995. Sales are made by Hoeganaes'
direct sales force.

Products--The Company believes that Hoeganaes currently has the broadest
product line of all ferrous metal powder producers. It is also a leader in the
research and development of advanced proprietary powders and processes.
Hoeganaes' patented ANCORBOND(R) and ANCORDENSE(TM) blend technologies, for
example, allow the formulation of press-ready mixes that result in more
consistent metallurgical properties in finished parts with increased part
strength and density while also increasing press productivity for parts
fabricators.

To achieve specific performance objectives, powder metal parts producers
require steel powder mixed with various alloying constituents such as copper,
nickel, molybdenum or graphite plus other additives. In addition to producing
conventional mixes, Hoeganaes offers customers the unique advantages of
ANCORBOND premixes produced with a proprietary mixing process. With ANCORBOND
premixes, additives are bonded directly to the steel particles, resulting in
more consistent metallurgical properties and improved manufacturing
productivity.

Based on its ANCORBOND premix technology, in 1994 Hoeganaes introduced the new,
patented ANCORDENSE process that maintains its technological leadership,
leading to new parts applications. The ANCORDENSE process uses heat throughout
the part-forming operation. The combination of special, bonded premixed
powders and warm compaction enables fabricators to produce parts with
properties that previously could be obtained only through more expensive
processes. In 1995, the first commercial part using the ANCORDENSE process was
produced.

Production--Hoeganaes has two basic production processes. The first process is
atomizing, which converts selected scrap steel into powders through the use of
an electric furnace steel making and water atomization system. Hoeganaes has
the two largest atomizing plants in North America. The second process is
direct reduction which converts high purity iron ore into a unique, highly
porous metal powder. Hoeganaes has the only direct reduction process facility
in North America. Hoeganaes also formulates these powders into press-ready
mixes for its customers.

Minority Interest--The Company owns 80% of the capital stock of Hoeganaes. The
remaining 20% is owned by Hoganas AB, a Swedish corporation. Agreements
between the owners of Hoeganaes define the structure of the Hoeganaes board of
directors, grant to each party a right of first refusal with respect to a
proposed sale of Hoeganaes stock and provide for technology exchanges and tax
sharing arrangements.

AEROSPACE COMPONENTS
General--The Company conducts its Aerospace Components business through its
Chem-tronics, Inc. subsidiary. Chem-tronics is a leading producer of
lightweight, fabricated products for commercial and military aerospace
applications, and also provides jet engine fan blade repair services. Chem-
tronics offers its customers a vertically integrated facility, thereby
eliminating the need for numerous subcontractors for a single component. Chem-
tronics' principal products are sold directly to engine manufacturers under
arrangements which generally establish Chem-tronics as the sole source of
supply.

Strategy--Responding to the decline of the defense industry, Chem-tronics'
strategy during the 1990s has been to diversify and realign its fabrication
business by reducing dependence on a declining military business through
expansion of the commercial and space segments. Commercial and space programs
have substantially offset declining military business and represented 68% of
Chem-tronics' sales in 1995, up from 22% in 1986. At the end of 1995, Chem-
tronics had a backlog of over $100 million of fabrication orders, including
significant multi-year agreements with General Electric, Pratt & Whitney,
Rolls-Royce and Allison.

Products and Customers--Chem-tronics' fabricated products include rings, cases
and modules for large commercial aircraft jet engines, ducts for military jet
engines, exhaust nozzles and structures for jet engines and space launch
vehicles, and other complex fabrications for a variety of aerospace
applications. The primary fabrication customers are the original equipment
manufacturers ("OEMs") of jet aircraft and engines. The Company believes that
its sales have benefitted, and will continue to benefit, from the trend toward
outsourcing by OEMs.

Production Processes--The primary processes used in the fabrication businesses
are chemical milling, welding, forming, machining, non-destructive testing and
inspection. Chem-tronics uses a patented Unistructure(R) technology, a
chemical milling process which produces integral rib and skin structures that
are both stiff and lightweight. Unistructure components have significant cost
and performance advantages over parts produced using other fabrication methods.

Repair--In addition to its fabrication business, Chem-tronics provides
comprehensive repair services for jet engine fan and compressor blades, discs
and combustion liners. Repair services are sold directly and through sales
agents. Repair customers include all major jet engine manufacturers, major
domestic and international airlines and engine overhaul centers.

HANDLING/PACKAGING SYSTEMS
The Handling/Packaging Systems segment is comprised of the Company's domestic
and international Handling and Packaging units. Handling designs, manufactures
and sells storage rack, shelving, and related equipment primarily for use in
warehouses, distribution centers, retail stores and for other storage
applications. The Company believes that Handling is the world's largest
manufacturer of storage rack. Packaging designs and sells machinery for
applying strapping and stitching wire, and also supplies strapping and
stitching wire for use in these machines.

HANDLING
General--Handling designs, manufactures and sells storage rack, shelving,
conveyors and related order fulfillment equipment for use in warehouses,
distribution centers, retail stores and for other storage applications.
Handling also supplies equipment for retail display and office interiors.

The Company believes Handling is the world's largest manufacturer of storage
rack, with the largest market share in the U.S., the U.K., Belgium and
Australia and the second largest market share in Germany. Its customers are
primarily engaged in the retailing and wholesaling of food and consumer
durables and non-durables and industrial products. Handling's rack systems are
used in warehouse and distribution applications ranging from simple pallet
storage to sophisticated warehouse systems and warehouse-type retail store
environments.

Handling's direct sales and distribution networks allow it to satisfy the needs
of large customers and projects, as well as smaller, geographically distant
customers. Handling's design capabilities and large manufacturing capacity
enable it to undertake large scale projects for many of the largest retailers
in the world. In addition, its large size allows it to realize significant
economies of scale in product development, design and manufacturing.

Strategy--Handling's strategy is to enhance its position of market leadership
by continuously improving product quality, manufacturing efficiency and
customer service and support, while exploiting opportunities for geographic and
new product growth. The acquisition of a Hong Kong company and establishment
of sales offices in Malaysia and Singapore have expanded sales coverage in the
rapidly growing Asian marketplace. Sales offices have been opened in the Czech
Republic and Hungary to continue development of the emerging eastern European
market.

Products--Handling's primary product is storage rack which is used for storing
unit loads in distribution centers, warehouse facilities, retail stores and
factory shipping and receiving departments. Storage rack can be assembled in a
variety of configurations depending on individual customer needs. Handling
offers a broad range of products, including products that allow for FIFO and
LIFO storage and retrieval, for the storage of bulky, awkwardly shaped items
(lumber, carpet rolls, furniture, etc.) and for the storage and retrieval of
very heavy items.

Handling also sells conveyors and conveyor systems which range from simple
gravity conveyors to complex belt and chain powered conveyors. In Europe and
Australia, Handling manufactures and sells angle and shelving and office
storage equipment and, in Europe, partitioning for offices.

Product Development, Design and Manufacturing--In addition to competing on the
basis of cost and quality, Handling utilizes proprietary software, computer
aided design applications and its in-house structural engineering staff to
design the optimal solution for each customer's storage requirements.
Furthermore, extensive technical training for its sales staff and for third-
party distributors allows for improved responsiveness to customer needs.
Handling's design software is also used to generate detailed bills of material
which automatically specify the size, type and quantity of all components to be
used in the project, streamlining the selling, design and manufacturing
process.

Handling's facilities generally purchase steel coils and then form, finish and
paint the steel for various storage applications. Steel comprises
approximately 60% to 70% of production cost. Handling believes it is a low
cost producer. Continuing emphasis is placed on overhead and manufacturing
cost control and the efficient utilization of raw materials.

Sales and Distribution--The Company believes that Handling's domestic and
international direct sales force and extensive distributor network give it a
significant competitive advantage. Domestically, Handling is represented by a
network of over 150 distributors and a direct sales force. In the U.K.,
Handling utilizes an independent distributor network, wholly-owned distribution
centers and a direct sales force, while in Germany, Handling conducts its sales
efforts through a direct sales force and wholly-owned distribution centers.
Handling believes that its direct sales force allows it to satisfy the complex
needs of large customers and applications, while its extensive distributor
network allows it to reach smaller, geographically distant customers. Handling
has pursued geographic expansion by purchasing a distributor in Hong Kong and
opening sales offices in Malaysia and Singapore to improve sales coverage in
the rapidly growing Asian marketplace and establishing sales offices in the
Czech Republic and Hungary. In Europe and Asia Pacific, Handling operates
under the Dexion(TM) name, which is well recognized in those markets and
provides Handling with certain marketing advantages.

PACKAGING
General--The Company's Packaging business is one of the leading North American
and European suppliers of steel and plastic strap as well as the machinery and
tools to apply this strap. Packaging also manufactures and distributes wire
and stitching equipment.

Strategy--Packaging has concentrated on continually lowering fixed costs and
improving production efficiencies to enable it to maintain profitability even
during economic downturns. Its growth strategy is based on successfully
anticipating and meeting the changing needs of its customers through product
development.

In the near-term, a key growth area for plastic strapping is the conversion of
the fiber and lumber industries from steel to plastic strap. Packaging's
research and development efforts have been focused on developing the high-
strength polyester strap required by these applications.

Products and Customers--Packaging develops and markets solutions for companies
of all sizes utilizing a "total systems sales" approach--providing the customer
with engineering support, equipment and tools, strap, parts and service. The
Company believes this approach gives it a competitive advantage.

Plastic strap customers can choose from a broad line of machines, tools and
polypropylene and polyester strap of various widths and strengths. Packaging
specializes in newspaper strapping systems, with a complete line of strapping
machines, overwrapping and underwrapping systems, turners and conveyors. Other
large plastic strap customers include the textile, corrugated, graphics, can,
bottle and distribution industries.

Steel strap customers use zinc-coated and painted strap in the most demanding
strapping applications, where tensile strength and resistance to breakage is
essential, and apply it with Packaging's extensive line of manual, electric and
pneumatic hand tools and automated strapping machinery. Packaging's largest
steel strap customers are the lumber, steel, brick and concrete block
industries.

The largest customers of wire stitching products come from the graphic arts
industry, where Packaging supplies patented stitching products for binding
printed materials. Fruit and produce growers, corrugated box manufacturers and
numerous other businesses also use Packaging's stitching machines to assemble
shipping containers.

Production--For steel strapping, Packaging purchases raw materials in the form
of steel coils which are then slit into bands. The bands are further slit into
straps of various widths. The strap is then either zinc coated or painted in
order to prevent rusting. Rust resistant strap is important for the lumber and
brick industries where product is exposed to the elements.

For non-metallic strapping, Packaging purchases raw materials in the form of
pelletized or flake polyester and polypropylene which is often blended with
recycled materials. Non-metallic strapping is manufactured through a
continuous extrusion process. This material is then shaped and chilled, then
reheated and stretched to the appropriate width and thickness and, finally,
annealed, relaxed and either slit or embossed, cooled to minimize shrinkage and
wound into coils.

Market Share--The Company believes that the Canadian steel strapping unit
generally has the largest market share in Canada. The Company also believes
that the U.K. steel strapping unit has the second largest market share in its
market and the U.K. non-metallic strapping and machine unit has leading market
shares in certain areas. In the U.S., Packaging sells only plastic strapping
and stitching products and is a leading supplier of these products.

Sales, Distribution and Servicing--Packaging's direct sales force services
clients in the U.S., the U.K. and Canada. In the U.S., Packaging also utilizes
a network of over 350 distributors to service smaller customers. Within each
country's sales force, Packaging employs product specialists who are trained to
service the needs of specific industries such as publishing or lumber. Due to
the fact that most of Packaging's customers utilize its products for high
volume applications, Packaging has an extensive field service organization to
allow it to respond rapidly to customer service needs. The Company believes
that its sales/distributor network and its field service capabilities give it
significant advantages over smaller competitors.

CUSTOMERS; ORDER BACKLOGS
Engineered Materials--Sales to General Electric, Rolls-Royce and United
Technologies accounted for approximately 53% of Aerospace Components' sales,
equivalent to 15% of Engineered Materials' sales and 5% of total Company sales
in 1995. The Company is a supplier to these companies and has no other
significant relationship with them. Sales to these companies are made pursuant
to purchase orders.

At December 31, 1995 and December 25, 1994, the backlog of orders for
Engineered Materials was $142.7 million and $148.4 million, respectively.
Special Materials' backlog, which is generally short-term in nature, was up 7%.
Aerospace Components' backlog decreased 8%. All orders for Engineered
Materials at December 31, 1995 were believed to be firm, but approximately 39%
of these orders are subject to renegotiation. Approximately 75% of these
orders are expected to be delivered during 1996.

Handling/Packaging Systems--Handling/Packaging Systems' products are sold to a
substantial number of retail and industrial customers, none of which
individually purchased a significant portion of the segment's output in 1995.
The backlog of orders for this segment at December 31, 1995 was $88.4 million
compared with $94.5 million at December 25, 1994 (in each case applying foreign
exchange rates at December 31, 1995). All orders at December 31, 1995 were
believed to be firm and are expected to be filled during 1996.

COMPETITION
Competition is vigorous in both of the Company's business segments. Factors
normally affecting competitive conditions are product quality, technological
development, price and service. The Company competes with a variety of other
entities in each of its businesses.

RESEARCH AND DEVELOPMENT
Research activities are directed towards developing primary products and
processes. Expenditures on research activities by business segment were as
follows:

1995 1994 1993
(in millions)

Engineered Materials . . . . . . $2.1 $ 2.1 $2.1
Handling/Packaging Systems . . . 1.2 1.3 1.1
Total . . . . . . . . . . . $ 3.3 $ 3.4 $3.2

The Company believes that these amounts have been adequate to maintain its
competitive positions in the businesses in which it operates.

PATENTS
The Company holds domestic and foreign patents covering certain products and
processes in both business segments. While these patents are considered
important to the ability of the segments to compete, unpatented manufacturing
expertise is considered at least as important. Future profitability of these
segments is therefore not considered dependent upon any one patent or group of
related patents.

ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive and changing federal, state,
local and foreign environmental laws and regulations, including those relating
to the use, handling, storage, discharge and disposal of hazardous substances.
As a result, the Company is from time to time involved in administrative and
judicial proceedings and inquiries relating to environmental matters. In
addition, the Company's future capital and operating expenditures will continue
to be influenced by environmental laws and regulations; however, the Company
does not believe these expenditures are likely to have a material adverse
effect on its earnings or its ability to compete with other companies. In
1995, capital expenditures for environmental compliance were $.4 million and
the Company estimates that environmental capital spending for 1996 will be $.7
million. In 1993, the Company incurred special nonoperating charges of $4.8
million to provide for estimated environmental liabilities in connection with
certain sites not related to its ongoing operations. (See Management's
Discussion and Analysis of Results of Operations and Financial Condition--
Nonoperating Items, and Notes 15 and 16 of Notes to Consolidated Financial
Statements.)

EMPLOYEES
At December 31, 1995 the Company employed a total of 4,558 persons, consisting
of 1,902 salaried and 2,656 hourly employees. Of the hourly employees, 55% are
represented by unions, with no single union representing a significant number
of the hourly employees. Labor contracts covering approximately 5% of hourly
employees will expire in 1996. The Company believes that it will not
experience difficulties in negotiating the renewal of these contracts.

RAW MATERIALS
The Company's principal raw materials are steel and steel scrap which are
purchased in the open market where no shortages are anticipated. The Company
also purchases large extruded metal shapes and milled products that are
available from a limited number of suppliers and high purity iron ore imported
from a limited foreign source. The Company believes these sources are adequate
to provide for the current and future needs of each of the Company's segments
and believes that, if necessary, adequate substitute supplies and suppliers
could be obtained without any material adverse effect on the Company's
operations or operating results. The Company's conclusions as to availability
and impact are based upon the Company's general knowledge of the markets for
its raw materials, and its use of alternative sources from time to time.

ITEM 2--PROPERTIES

The following are the principal properties of the Company, listed by business
unit:

Usable Space
Business Unit Function Owned/Leased (Square Feet)

HOEGANAES
Riverton, NJ Manufacture iron and steel metal powder Owned 542,000
Gallatin, TN Manufacture steel metal powder Owned 168,000
Milton, PA Bonding and blending metal powder, Owned 102,000
warehouse
CHEM-TRONICS
El Cajon, CA Manufacture aerospace components and Owned 230,000*
repair of jet engine fan blades Building owned 39,000
on leased land
Tulsa, OK Repair of jet engine fan blades Leased 42,000

HANDLING
Handling North
America
Pontiac, IL Manufacture storage rack and slotted angle Owned 400,000*
Sumter, SC Manufacture storage rack Owned 250,000*
Lodi, CA Manufacture storage rack Owned 125,000*
Shepherdsville, KY Manufacture conveyors Owned 106,000*

Handling Europe
Hemel Hempstead, U.K. Manufacture storage rack,slotted angle, Building owned 353,000
shelving and partitioning on leased land
Laubach, Germany Manufacture storage rack,slotted angle, Owned 335,000
shelving, partitioning and conveyors
Gainsborough, U.K. Manufacture conveyors Building owned 94,000
on leased land
Nivelles, Belgium Manufacture storage rack and slotted angle Owned 101,000
Halle, Germany Manufacture steelwork and conveyors Owned 90,000
Kilnhurst, U.K. Manufacture storage rack Owned 89,000*

Handling Asia Pacific
Blacktown, Australia Manufacture storage rack,slotted angle, Owned 135,000*
shelving and conveyors
Wacol, Australia Manufacture shelving and wireproducts Owned 30,000*

PACKAGING
Scarborough, Canada Manufacture steel strap,edgeboard, Owned 135,000*
collated nails and strapping equipment
Kilnhurst, U.K. Manufacture steel strap, seals, tools and Owned 97,000
machines
Racine, WI Manufacture stitching machines Leased 70,000
Fountain Inn, SC Manufacture non-metallicstrap Owned 61,000*
Hodgkins, IL Machine preparation, warehouse Leased 32,000
Maidenhead, U.K. Machine preparation,warehouse Owned 22,000
Strood, U.K. Manufacture over/under-wrappers and Leased 6,000
conveyors
The properties marked with an asterisk (*) are subject to mortgages pursuant to
the bank credit agreement. In addition to the facilities described above, the
Company owns and leases various warehouses and sales and administrative
facilities. The Company believes that its manufacturing facilities are
properly maintained and that production capacity is adequate to meet the
requirements of the Company.

ITEM 3--LEGAL PROCEEDINGS
The nature of the Company's business is such that it is regularly involved in
legal proceedings incidental to its business. None of these proceedings is
material within the meaning of regulations of the Securities and Exchange
Commission.

In a Request for Response Action issued by the Minnesota Pollution Control
Agency (the "MPCA") on March 29,1994, the Company was named a responsible party
for and requested to investigate and remediate certain contaminated soils, and
to investigate certain underwater sediments, at a Superfund site in Duluth,
Minnesota. With respect to the contaminated soils, the MPCA on September 27,
1995, issued a Record of Decision ("ROD") selecting a clean-up consistent with
the anticipated industrial development of the site. The Company's consultants
have estimated the cost of implementing the portion of the selected remedy for
which the Company is responsible to be between $3 million and $5 million. With
respect to the underwater sediments, the Company commenced an investigation in
early 1996. The Company believes that any estimate of the potential cost of
remediating the underwater sediments will not be meaningful until the
investigation is completed and possible remedial alternatives are reviewed by
the Company and the MPCA. See Note 15 of Notes to Consolidated Financial
Statements.

On July 9, 1990, the City of Toledo, Ohio, (the "City") brought an action in
Federal district court in Toledo, Ohio, against the Company, Acme Steel Company
("Acme" or the "old Interlake" and, together with the Company, the "Interlake
defendants"), Beazer Materials and Services, Inc. succeeded by Beazer East,
Inc. ("Beazer") and Toledo Coke Corporation ("Toledo Coke") in connection with
the alleged contamination of a 1.7-acre parcel of land the City had purchased
from Toledo Coke for purposes of widening a road. The Company's alleged
liability arises from its indemnification obligations with respect to Acme,
which as the old Interlake operated coke ovens and by-product recovery
facilities on the site from 1930 through 1978. In 1978 the old Interlake sold
the coke plant to Koppers Company, Inc. which was later acquired by Beazer, and
which agreed to indemnify Interlake against environmental liabilities. In
January 1996, the Court ruled that the Interlake defendants were liable for
costs of investigation incurred by the City, and for future costs of
remediation to the extent they are consistent with the National Contingency
Plan under Superfund. The City represents its costs of investigation to have
been approximately $.4 million, and the costs of future remediation to be
between $4 million and $10 million. However, in November 1995, the Court ruled
that the Interlake defendants were entitled to be indemnified by Beazer. The
Company expects Beazer to appeal this ruling.

The Company's Hoeganaes Corporation subsidiary is one of approximately 100
defendants in litigation brought on March 10, 1995, by SC Holdings, Inc., a
subsidiary of Waste Management International Plc. in federal district court in
Trenton, New Jersey, seeking to recover amounts expended or to be expended in
the remediation of the Cinnaminson Groundwater Contamination Site in Burlington
County, New Jersey. The site is a broadly-defined Superfund site which
encompasses a landfill formerly operated by the plaintiff and may also include
the groundwater under Hoeganaes' Riverton, New Jersey, facility. Hoeganaes may
have shipped certain materials to the landfill. SC Holdings alleges that
Hoeganaes has liability as both an owner/operator and a generator. The matter
is in the preliminary stages of discovery. The Company believes Hoeganaes
Corporation has meritorious defenses to both of the alleged bases of liability.

ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

PART II

ITEM 5--MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The principal market for Interlake's common stock is the New York Stock
Exchange (ticker symbol IK). The common stock is also listed on the Chicago
Stock Exchange and is admitted to unlisted trading on the Pacific Stock
Exchange and the Boston Stock Exchange.

Interlake has not paid a dividend or made a distribution with respect to its
common stock since the third quarter of 1989. Restrictions under Interlake's
bank credit agreement and the indentures relating to its Senior Subordinated
Debentures and Senior Notes (see Note 13 of Notes to Consolidated Financial
Statements) will prevent it from paying any cash dividends in 1996 or in the
foreseeable future.

On December 31, 1995, there were approximately 6,987 holders of record of
Interlake's common stock.

High and low prices of Interlake's common stock as reported on the NYSE
composite ticker tape during each of the eight calendar quarters during the
period ending on December 31, 1995 were:

1995 1994

Price Price
High Low High Low
Calendar Quarter Ended
March 31 . . . . . . . . . $2 3/8 $1 3/4 $3 7/8 $2 5/8
June 30. . . . . . . . . . 3 1/4 2 1/4 3 1/4 2 1/8
September 30 . . . . . . . 3 1/4 2 1/8 2 5/8 1 7/8
December 31. . . . . . . . 2 1/2 1 5/8 2 3/8 1 1/2

ITEM 6--SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference to the
information under the same caption in the Company's 1995 Annual Report to
Shareholders.

ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The information required by this item is incorporated by reference to the
information under the same caption in the Company's 1995 Annual Report to
Shareholders.

ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to the
financial statements and supplementary data in the Company's 1995 Annual Report
to Shareholders.

ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT

(a)
Information about directors and nominees required by this item is
incorporated by reference to the information under the caption "DIRECTORS
AND NOMINEES" in the Registrant's definitive proxy statement to be filed
in connection with its 1996 Annual Meeting of Shareholders.

(b)
The executive officers listed below are elected annually by the Board of
Directors of the Registrant, to serve for a term of office of one year
and until their successors are elected.

Executive
Name Age Officer Since Positions During Last 5 Years

W. Robert Reum 53 1982 Chairman of the Board since April 1991
and President and Chief Executive
Officer since January 1991

Craig A. Grant 48 1991 Vice President-Human Resources since May
1991; human resources executive at The
Ceco Corporation for more than five
years prior to May 1991, of which two
were as Vice President--Human Resources

Stephen Gregory 46 1989 Vice President--Finance and Chief
Financial Officer since August 1995;
Vice President--Finance, Treasurer and
Chief Financial Officer from December
1994 to August 1995; Vice President from
August 1994 to December 1994; President
of the Material Handling Division of The
Interlake Companies, Inc. from June 1989
to August 1994

John P. Miller 38 1993 Controller since April 1993; Vice
President--Finance of the Material
Handling Division of The Interlake
Companies, Inc. from October 1989 to
April 1993

Stephen R. Smith 39 1991 Vice President, Secretary and General
Counsel since January 1993; Vice
President and General Counsel from
January through December 1992; Vice
President--Law from September to
December 1991; Partner in the Chicago
law firm of Hopkins & Sutter from 1987
to September 1991

Donn A. York 36 1995 Treasurer since August 1995; Director of
Treasury Operations from April 1993 to
August 1995; Director--Operation Control
from May 1991 to April 1993; Manager--
Financial Analysis from July 1988 to May
1991
The Registrant has designated the operating executives named below as
"executive officers" for purposes of certain provisions of the Securities
Exchange Act of 1934.

Executive
Name Age Officer Since Positions During Last 5 Years

Brenton S. Fuller 52 1994 Chairman and Managing Director, Dexion
(Australia) Pty. Ltd. since 1976

Robert J. Fulton 53 1994 President, Hoeganaes Corporation, the
subsidiary which produces powdered
metals, since July 1994;Chief Executive
Officer of Micafil, Inc. and consultant
to Sterling Stainless Tube - ITT
Automotive from 1992 to 1994; Executive
Vice President and Chief Operating
Officer of Doehler- Jarvis from 1990 to
1992

John J. Greisch 40 1991 President-Material Handling Group since
December 1994; Vice President since
December 1994; Vice President--Finance,
Treasurer and Chief Financial Officer
from February 1993 to December 1994;
Vice President from January through
February 1993; Managing Director of
Dexion Group plc from May 1991 through
December 1992; Managing Director of
Dexion Limited from February 1990 to
November 1992

James Legler 47 1988 President, Chem-tronics, Inc., the
subsidiary which manufactures
precision engine components and
provides jet engine component repairs

Wayne M. Osman 45 1995 Managing Director, Dexion Limited since
August 1995; Managing Director, Pakseal
Limited from August 1994 to August
1995;Acting Managing Director, Beaufort
Electronics Limited from September 1993
to August 1994; Managing Director,
Prestwick Holdings Plc from August 1990
to June 1993

Robert A. Pedersen 50 1986 President, Interlake Packaging
Corporation, the subsidiary which
produces and distributes strapping, and
strapping products and equipment

Bernd Stiller 55 1993 Managing Director, Dexion Continental
Europe since December 1994; Managing
Director, Dexion Group plc from January
1993 to December 1994; Managing
Director, Dexion GmbH since 1986

Daniel P. Wilson 51 1994 President Material Handling Division,
since January 1994; Vice President--
Sales, Material Handling Division, from
1988 to 1993

ITEM 11--EXECUTIVE COMPENSATION
The information required by this item is incorporated into this report by
reference to the information under the caption "Executive Compensation" in the
Registrant's definitive proxy statement to be filed in connection with its 1996
Annual Meeting of Shareholders. Notwithstanding the foregoing sentence, the
information set forth under "Executive Compensation - Report of the
Compensation Committee on Executive Compensation" and "Executive Compensation -
Performance Graph" in the Registrant's definitive proxy statement to be filed
in connection with its 1996 Annual Meeting of Shareholders is not incorporated
herein.

ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item and information regarding compliance with
Section 16 (a) of the Securities Exchange Act of 1934 to the extent required to
be disclosed, is incorporated into this report by reference to the information
under the caption "Voting Securities and Security Ownership By Certain Persons
and Management" in the Registrant's definitive proxy statement to be filed in
connection with its 1996 Annual Meeting of Shareholders.

ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the
information under the caption "General --Certain Relationships" in the
Registrant's definitive proxy statement to be filed in connection with its 1996
Annual Meeting of Shareholders.
PART IV

ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this
report:

1. Financial Statements *
Report of Independent Accountants . . . . . . .
Consolidated Statement of Operations for the Years
Ended December 31, 1995, December 25, 1994 and
December 26, 1993

Consolidated Balance Sheet at December 31, 1995 and
December 25, 1994

Consolidated Statement of Cash Flows for the Years
Ended December 31, 1995, December 25, 1994 and
December 26, 1993

Consolidated Statement of Shareholders' Equity
(Deficit) for the Years Ended December 31, 1995,
December 25, 1994 and December 26, 1993

Notes to Consolidated Financial Statements

*Incorporated by reference from the 1995
Annual Report to Shareholders
Page in
2. Financial Statement Schedules Form 10-K
Report of Independent Accountants on Financial Statement
Schedule 22
Schedule VIII--Valuation and Qualifying Accounts 23

All other schedules are omitted because of the absence of
conditions under which they would have been required or because
the required information is disclosed in the financial statements
or notes thereto.

3. Exhibits

Sequential
Numbering
Exhibit System
Number Item Page Number

3. Articles of Incorporation and Bylaws

3.1 Composite of the Registrant's Restated Certificate of
Incorporation as amended, incorporated by reference to Exhibit
3.1 of the Registrant's Registration Statement on Form S-2,
File No. 33-59003, as amended (the "1995 Debt S-2") None

3.2 Bylaws of Registrant as amended and restated dated August 23,
1990, incorporated by reference to Exhibit 3(b) of the
Registrant's Annual Report on Form 10-K for the year ended
December 30, 1990 (the "1990 10-K") None

4. Instruments Defining the Rights of Security Holders, including Indentures

4.1 Form of Indenture (including form of Senior Note),
incorporated by reference to Exhibit 4.1 of the 1995 Debt S-2 None

4.2 Form of Indenture (including form of Senior Subordinated
Debenture), incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-2, File No.
33-46247, as amended None

4.3 Rights Agreement dated as of January 26, 1989 between the
Registrant and the First National Bank of Chicago, as Rights
Agent, (the "Rights Agreement") incorporated by reference to
Exhibit 2 of the Registrant's Registration Statement on Form
8-A dated as of January 27, 1989 None

4.4 Amendment to Rights Agreement dated as of August 15,1989,
incorporated by reference to Exhibit (a) of the Company's
Form 8 dated May 22, 1990 None

4.5 Amendment to Rights Agreement dated as of May 7, 1990,
incorporated by reference to Exhibit (b) of the Company's
Form 8 dated May 22, 1990 None

4.6 Form of Amendment to Rights Agreement, incorporated by
reference to Exhibit 4.5 of the Registrant's Registration
Statement on Form S-2, File No. 33-46248, as amended (the
"Common Stock S-2") None

4.7 Amendment to Rights Agreement dated as of April 13, 1994,
incorporated by reference to Exhibit 7 of the Company's Form
8-A/A dated April 19, 1994 None

4.8 Preferred Stock Purchase Agreement dated as of March 6, 1992
among the Registrant and the persons listed on the Schedule of
Purchasers attached thereto, incorporated by reference to
Exhibit 4.6 of the Common Stock S- 2 None

4.9 Revised Form of Registration Rights Agreement among the
Registrant and the parties listed on the signature pages
thereof, incorporated by reference to Exhibit 4.4 of the
Registrant's Post-Effective Amendment No. 4 to the
Registration Statement on Form S-2, File No. 33-37041 (the
"IRN Post-Effective Amendment No. 4") None

4.10 Form of Series 1 Junior Convertible Subordinated Debenture,
incorporated by reference to Exhibit 4.11 of the Common Stock
S- 2 None

4.11 Form of Series 2 Junior Convertible Subordinated Debenture,
incorporated by reference to Exhibit 4.12 of the Common Stock
S- 2 None

4.12 Series A-3 Preferred Stock Purchase Agreement dated as of
May 7, 1992 by and between the Registrant and the persons
listed on the signature pages thereto, incorporated by
reference to Exhibit 4.9 of the IRN Post-Effective Amendment
No. 4 None

4.13 Form of Series 3 Junior Convertible Subordinated Debenture
(Exchange Debentures relating to the Series A-3 Preferred
Stock), incorporated by reference to Exhibit 4.10 of the IRN
Post-Effective Amendment No. 4 None

4.14 Stock Purchase Agreement dated November 2, 1989 between the
Registrant and LaSalle National Bank, trustee for The
Interlake Corporation Employee Stock Ownership Plan,
incorporated by reference to Exhibit 10(v) of the Registrant's
Annual Report on Form 10-K for the year ended December 29,
1991 ( the "1991 10-K") None

4.15 Form of Amended and Restated Credit Agreement, incorporated by
reference to Exhibit 10.15 of the IRN Post-Effective Amendment
No. 4 None

4.16 First Amendment, dated as of August 17, 1992, to the Amended
and Restated Credit Agreement, incorporated by reference to
Exhibit 4.18 of the Registrant's Annual Report on Form 10-K
for the year ended December 27, 1992 (the "1992 10-K") None

4.17 Second Amendment, dated as of October 30, 1992, to the Amended
and Restated Credit Agreement, incorporated by reference to
Exhibit 4.19 of the 1992 10-K None

4.18 Third Amendment, dated August 20, 1993, to the Amended and
Restated Credit Agreement, incorporated by reference to the
Registrant's quarterly report on Form 10-Q for the quarter
ending September 26, 1993 None

4.19 Fourth Amendment, dated December 22, 1993, to the Amended and
Restated Credit Agreement, incorporated by reference to
Exhibit 4.29 of the Registrant's Annual Report on Form 10-K
for the year ended December 26, 1993 ("1993 10-K") None

4.20 Fifth Amendment, dated February 23, 1994, to the Amended and
Restated Credit Agreement, incorporated by reference to
Exhibit 4.30 of the 1993 10- K None

4.21 Sixth Amendment, dated as of August 16, 1994, to the Amended
and Restated Credit Agreement, incorporated by reference to
Exhibit 4.20 of the Registrant's Annual Report on Form 10-K
for the year ended December 25, 1994 (the "1994 10-K") None

4.22 Seventh Amendment, dated as of January 24, 1995, to the Amended
and Restated Credit Agreement, incorporated by reference to
Exhibit 4.21 of the 1994 Form 10-K None

4.23 Eighth Amendment, dated as of February 1, 1995, to the Amended
and Restated Credit Agreement, incorporated by reference to
Exhibit 4.22 of the 1994 Form 10-K None

4.24 Ninth Amendment, dated as of June 1, 1995, to the Amended and
Restated Credit Agreement

4.25 The Registrant Term Notes dated June 18, 1992, incorporated by
reference to Exhibit 4.20 of the 1992 10-K None

4.26 The Registrant Revolving Notes dated June 18, 1992,
incorporated by reference to Exhibit 4.21 of the 1992 10-K None

4.27 Subsidiary Term Notes dated June 18, 1992, incorporated by
reference to Exhibit 4.22 of the 1992 10-K None

4.28 Subsidiary Revolving Notes dated June 18, 1992, incorporated
by reference to Exhibit 4.23 of the 1992 10-K None

4.29 The Registrant Delayed Draw Notes dated June 18, 1992,
incorporated by reference to Exhibit 4.24 of the 1992 10-K None

4.30 The Registrant Deferred Term Notes dated June 18, 1992,
incorporated by reference to Exhibit 4.25 of the 1992 10-K None

4.31 The Registrant Pledge Agreement dated September 27, 1989, made
by the Registrant and accepted by Chemical Bank, along with
stock certificates of the two subsidiaries, incorporated by
reference to Exhibit 10(t) of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1989 None

4.32 Amended and Restated Security Agreement dated September 27,
1989 and amended and restated as of August 17, 1992 between
the Registrant and Chemical Bank, incorporated by reference
to Exhibit 4.27 of the 1992 10-K None

4.33 Amended and Restated Security Agreement among Certain
Subsidiaries of the Registrant and Chemical Bank dated as of
September 27, 1989 and amended and restated as of August 17,
1992, incorporated by reference to Exhibit 4.28 of the 1992
10-K None

10. Material Contracts
10.1* 1996 Senior Executive Incentive Compensation Program

10.2* 1995 Executive Incentive Compensation Plan, incorporated by
reference to Exhibit 10.1 to the 1994 10-K None

10.3* 1994 Executive Incentive Compensation Plan, incorporated by
reference to Exhibit 10.1 of the 1993 10-K None

10.4* Key Executive Retention Program adopted February 23, 1995,
incorporated by reference to Exhibit 10.3 of the 1994 10-K None

10.5* Amendment to Key Executive Retention Program, adopted
December 1, 1995

10.6* Form of Grant of Stock Award dated as of January 30, 1996

10.7* Form of Grant of Stock Award as of February 23, 1995,
incorporated by reference to Exhibit 10.4 of the 1994 10-K None

10.8* Form of Agreement dated August 27, 1992 for the Cancellation
and Re- Granting of Non-Qualified Stock Options between the
Registrant and U.S. executive officers and employees,
incorporated by reference to Exhibit 10.7 of the 1992 10-K None

10.9* Form of Non-Qualified Stock Option Agreement dated as of
January 25, 1996

10.10* Form of Non-Qualified Stock Option Agreement dated January
26, 1995 between the Registrant and one executive officer,
incorporated by reference to Exhibit 10.6 of the 1994 10-K None

10.11* Form of Grant of Stock Award as of May 23, 1991 - Outside
Director, incorporated by reference to Exhibit 10(a) of the
1991 10- K None

10.12* Form of Grant of Stock Award as of April 26, 1990 - Outside
Directors, incorporated by reference to Exhibit 10(a) of the
1990 10- K None

10.13* Amendment to Non-Qualified Stock Option Agreement and to
Stock Appreciation Rights granted July 23, 1987 by the
Registrant to one U.S. executive officer, incorporated by
reference to Exhibit 10(i) of the 1990 10- K None

10.14* Amendment to Non-Qualified Stock Option Agreement and to
Stock Appreciation Rights granted July 28, 1988 by the
Registrant to one U.S. executive officer, incorporated by
reference to Exhibit 10(j) of the 1990 10- K None

10.15* 1989 Stock Incentive Program, incorporated by reference to
the proxy statement filed in connection with the
Registrant's 1990 annual meeting of shareholders None

10.16* 1986 Stock Incentive Program, incorporated by reference to
Appendix D to the Registrant's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission
on March 26, 1986 None

10.17 Trust Agreement between the Registrant and Continental
Illinois National Bank and Trust Company of Chicago with
respect to The Interlake Corporation Restated Directors'
Post-Retirement Income Plan dated September 30, 1988,
incorporated by reference to Exhibit 10(p) of the
Registrant's Annual Report on Form 10-K for the year ended
December 25, 1988 (the "1988 10- K") None

10.18 Trust Agreement between the Registrant and Continental
Illinois National Bank and Trust Company of Chicago with
respect to the Deferred Compensation Agreement dated May
29, 1986 (as amended August 5, 1988) between the Registrant
and Frederick C. Langenberg dated September 30, 1988,
incorporated by reference to Exhibit 10(q) of the 1988 10-K None

10.19 Form of Indemnification Agreement between the Registrant and
Outside Directors, incorporated by reference to Exhibit 10(a)
of the Registrant's Annual Report on Form 10-K for the year
ending December 27, 1987 (the "1987 10-K") None

10.20*Form of Indemnification Agreement between the Registrant
and executive officers, including inside directors,
incorporated by reference to Exhibit 10(b) of the 1987 10-K None

10.21*Form of Severance Pay Agreement between the Registrant and
12 executive officers, incorporated by reference to Exhibit
10.18 of the 1994 10-K None

10.22*Form of Severance Pay Agreement between the Registrant and
two executive officers, incorporated by reference to Exhibit
10.19 of the 1994 10-K None

10.23 Cross Indemnification Agreement dated as of May 29, 1986,
between the Registrant and Acme Steel Company, incorporated
by reference to Exhibit 10(b) of the Registrant's Annual
Report on Form 10-K for the year ended December 28, 1986
(the "1986 10-K") None

10.24 Parallel Loan Agreement dated as of May 29, 1986, between
Acme Steel Company and The Interlake Companies, Inc., as
amended by letter agreement dated June 27, 1986, incorporated
by reference to Exhibit 10(c) of the 1986 10-K None

10.25 Tax Indemnification Agreement dated as of May 29, 1986,
between the Registrant and Acme Steel Company, incorporated
by reference to Exhibit 10(i) of the 1986 10-K None

10.26*Deferred Compensation Agreement dated May 29, 1986, between
the Registrant and Frederick C. Langenberg, incorporated by
reference to Exhibit 10(j) of the 1986 10-K None

10.27 Instrument of Assumption and Release dated May 29, 1986,
between the Registrant, W. R. Reum and Acme Steel Company,
concerning an April 12, 1982 Agreement between W. R. Reum
and Interlake, Inc. (n.k.a. Acme Metals, Inc.), incorporated
by reference to Exhibit 10(l) of the 1986 10-K None

13. Portions of the Annual Report to Shareholders for fiscal year ended
December 31, 1995. (With the exception of the data described in
Part II, Items 6, 7 and 8, no other data appearing in the Annual
Report to Shareholders for fiscal year ended December 31, 1995 is
deemed filed as part of this Form 10-K.)

21. Subsidiaries of the Registrant

23. Consents of Experts and Counsel

23.1 Consent of Price Waterhouse LLP

27. Financial Data Schedule None

* Management contract or compensatory plan or arrangement

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of The Interlake Corporation

Our audits of the consolidated financial statements referred to in our report
dated January 24, 1996 appearing in the 1995 Annual Report to Shareholders of
The Interlake Corporation (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

As discussed in Note 2 to the consolidated financial statements appearing
in the 1995 Annual Report to Shareholders of The Interlake Corporation, the
Company changed its method of evaluating the recoverability of goodwill and
other long-lived assets in 1994.

PRICE WATERHOUSE LLP

Chicago, Illinois
January 24, 1996

THE INTERLAKE CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS

Additions
Balance at Charged to Charged Balance at
Beginning Costs and to Other End of
Description of Year Expenses Accounts(a) Deductions Year
(in thousands)

Valuation accounts deducted from assets to which they apply:

Allowance for doubtful accounts receivable--

Year ended--
December 31, 1995 . . $ 2,977 $ 916 $ 91 $ (559)(b) $ 3,425

December 25, 1994 . . $ 2,775 $ 873 $ 89 $ (760)(b) $ 2,977

December 26, 1993 . . $ 3,989 $ 179 $ 163 $ (1,556)(b) $ 2,775

(a) consists principally of recoveries of accounts charged off in prior years
(b) consists principally of uncollectible accounts charged off and foreign
exchange rate fluctuations

Amortization of goodwill--

Year ended--
December 31, 1995 . . $ 6,622 $ 536 $ -- $ -- $ 7,158

December 25, 1994 . . $20,141 $35,652 $ -- $(49,171)(c) $ 6,622

December 26, 1993 . . $18,646 $ 1,495 $ -- $ -- $ 20,141

Valuation accounts from deferred tax assets--

Year ended--
December 31, 1995 . . $18,165 $ 3,067 $ -- $ -- $21,232

December 25, 1994 . . $23,489 $ (5,324) $ -- $ -- $18,165

December 26, 1993 . . $17,178 $ 6,311 $ -- $ -- $23,489

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

THE INTERLAKE CORPORATION

By
/S/ W. ROBERT REUM

W. Robert Reum
Chairman, President and Chief
Executive Officer
February 23, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.

Signature
Title

/S/ W. ROBERT REUM Director, Chairman, President and
W. Robert Reum Chief Executive Officer

/S/ STEPHEN GREGORY
Vice President--Finance
Stephen Gregory Chief Financial Officer

/S/ JOHN P. MILLER Controller and Chief
John P. Miller Accounting Officer

/S/ JOHN A. CANNING JR.
Director
John A. Canning, Jr.

/S/ JAMES C. COTTING
Director
James C. Cotting
February 23, 1996
/S/ JOHN E. JONES
Director
John E. Jones

/S/ FREDERICK C. LANGENBERG Director
Frederick C. Langenberg

/S/ QUENTIN C. McKENNA Director
Quentin C. McKenna

/S/ WILLIAM G. MITCHELL Director
William G. Mitchell

/S/ ERWIN E. SCHULZE Director
Erwin E. Schulze

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-4266 and 33-11428) of The Interlake Corporation
of our report dated January 24, 1996 appearing in the 1995 Annual Report to
Shareholders of The Interlake Corporation which is incorporated in this Annual
Report on Form 10-K. We also consent to the incorporation of our report on the
Financial Statement Schedule, which appears elsewhere in this Form 10-K.

PRICE WATERHOUSE LLP

Chicago, Illinois
February 22, 1996