SECURITIES AND EXCHANGE COMMISSION       

                             WASHINGTON, D. C. 20549




                                    FORM 10-Q
                                 AMENDMENT NO. 1



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



                  For the quarterly period ended March 31, 1996
                          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)


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 ____



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


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
                                            
(a) Exhibits                               

    Exhibit Number                 Description
         27                  Financial Data Schedule

(b) Reports on Form 8-K

    Current report on Form 8-K dated April 15, 1996.

                                    SIGNATURE

Pursuant to the requirements 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



May 28, 1996                                 /s/STEPHEN GREGORY       
                                               Stephen Gregory
                                               Vice President - Finance
                                               and Chief Financial Officer