PROXY
                          THE INTERLAKE CORPORATION

                            550 Warrenville Road

                         Lisle, Illinois 60532-4387

        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned acknowledges receipt of the accompanying notice of meeting
and 1997 proxy statement and hereby appoints Stephen Gregory, W. Robert
Reum and Stephen R. Smith, and each of them, with power of substitution,
attorneys and proxies to vote all shares of the Company's common stock, par
value $1.00 per share, held of record by the undersigned on March 7, 1997,
on behalf of the undersigned at the annual meeting of stockholders of The
Interlake Corporation to be held at the Radisson Hotel Lisle/Naperville
located at 3000 Warrenville Road, Lisle, Illinois 60532, on Thursday, April
24, 1997, at 10:00 a.m. local time, and at any adjournment thereof, on the
following matters:

1.         ELECTION OF DIRECTORS, Nominees:

           Frederick C. Langenberg     William G. Mitchell      Erwin E. Schulze

2.         Proposal to approve the adoption of the 1997 Stock Incentive Program.

3.         Such other business as may properly come before said meeting or any
           adjournment thereof.


You are encouraged to specify your choices by marking the appropriate
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendations.  The Proxy
Committee cannot vote your shares unless you sign and return this card.

                                                         
(See Reverse Side)

           
( X )  Please mark your votes as in this example.    
           


This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for all nominees listed in Proposal 1; for Proposal 2; and in
accordance with the discretion of the proxyholders on all other business.


                      Directors recommend a vote "FOR"


1.         Election of Directors    FOR (   )           WITHHOLD AUTHORITY (   )
           (See Reverse)
           *For, except vote withheld from the following nominees:
           ________________________________

2.         Approval of 1997 Stock Incentive Program

                   (   ) FOR            (   ) AGAINST            (   ) ABSTAIN

3.         In their discretion to vote upon such other business as may properly
           come before said meeting or any adjournment thereof.

Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.


DATED:                                                      , 1997
                       
                                              Signature
                                              
                                                        
                       
                                              Signature if held jointly   
seproxcd.97b