SECURITIES AND EXCHANGE COMMISSION
                                
                    WASHINGTON, D. C. 20549
                                
                                
                                
                                
                           FORM 10-Q
                                
                                
                                
                                
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                                
                                
          For the quarterly period ended June 29, 1997
                 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)
                                
                        (630)   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 July 15, 1997, 23,151,792 shares of the Registrant's common stock were
outstanding.

                     THE INTERLAKE CORPORATION
                                
                 PART 1. FINANCIAL INFORMATION
                                
                                
ITEM 1. FINANCIAL STATEMENTS
                                
The following consolidated financial statements as of June 29,
1997 and for the periods ended June 29, 1997 and June 30, 1996
are unaudited, but include all adjustments which the Registrant
considers necessary for a fair presentation of results of
operations and financial position for the applicable periods. 
Except as noted, all adjustments are of a normal recurring nature.


                    THE INTERLAKE CORPORATION
               Consolidated Statement of Operations
                      For the Periods Ended
                 June 29, 1997 and June 30, 1996
             (In thousands except per share amounts)


                                                    Second Quarter           Six Months
                                                    1997     1996          1997      1996

                                                                         
Net Sales from Continuing Operations              $185,845   $174,651     $356,019   $339,873
Cost of Products Sold                              144,745    134,971      276,577    262,680
Selling & Administrative Expense                    25,080     25,467       49,515     50,263

Operating Profit                                    16,020     14,213       29,927     26,930
Non-operating (Income) Expense                         (78)    (1,064)        (533)    (1,279)

Earnings Before Interest & Taxes                    16,098     15,277       30,460     28,209
Interest Expense                                    11,421     11,760       22,961     23,663
Interest Income                                       (621)      (339)      (1,389)      (829)

Income  from Continuing Operations Before Taxes,
  Minority Interest, Extraordinary Loss & Accounting
  Change                                             5,298      3,856        8,888      5,375
Provision for Income Taxes                           3,364      2,168        5,609      3,590

Income from Continuing Operations Before Minority 
   Interest, Extraordinary Loss & Accounting Change  1,934      1,688        3,279      1,785
Minority Interest in Net Income of Subsidiaries      1,266      1,080        2,530      2,043

Income (Loss) from Continuing Operations Before
   Extraordinary Loss & Accounting Change              668        608          749       (258)
Income from Discontinued Operations, Net of Income
  Taxes                                                  -      1,184        1,484      2,494
Extraordinary Loss, Net of Income Taxes                  -          -       (1,482)         -
Cumulative Effect of Change in Accounting Principle      -          -            -      1,610
Net Income                                        $    668   $  1,792     $    751   $  3,846

Net Income (Loss) Per Share of Common Stock:
   Continuing Operations Before Extraordinary Loss
       & Accounting Change                          $  .02     $  .01      $   .02     $ (.01)
   Discontinued Operations, Net of Income Taxes          -        .04          .05        .08
   Extraordinary Loss, Net of Income Taxes               -          -         (.05)         -
   Cumulative Effect of  Change  in 
     Accounting Principle                                -          -            -        .05
Net Income                                          $  .02     $  .05        $ .02      $ .12

Average Shares Outstanding                          32,319     31,456       32,319     31,456

 

                     THE INTERLAKE CORPORATION
                    Consolidated Balance Sheet
               June 29, 1997 and  December 29, 1996
                       (Dollars in thousands)


Assets                                                               1997          1996

                                                                          
Current Assets:
  Cash and cash equivalents                                       $  40,289     $  70,228
  Receivables, less allowances for doubtful accounts of
  $1,950 at June 29, 1997 and $2,037 at December 29, 1996           124,281       128,990
  Inventories  - Raw materials and supplies                          19,405        22,144
               - Semi-finished and finished products                 41,054        37,842
  Other current assets                                               13,687        12,893
          Total Current Assets                                      238,716       272,097

Other Assets                                                         44,878        40,527
                                                         
Property, Plant and Equipment, at cost                              392,494       387,546
Less - Depreciation and amortization                               (247,334)     (242,447)
                                                                    145,160       145,099

          Total Assets                                             $428,754      $457,723


Liabilities and Shareholders' Equity (Deficit)

Current Liabilities:
  Accounts payable                                                $  63,489     $  65,366
  Accrued liabilities                                                29,223        33,921
  Interest payable                                                   10,584        10,824
  Accrued salaries and wages                                         13,904        15,675
  Income taxes payable                                               32,252        29,591
  Debt due within one year                                            3,765         3,759
          Total Current Liabilities                                 153,217       159,136

Long-Term Debt                                                      375,785       395,060

Other Long-Term Liabilities and Deferred Credits                     90,558        92,506

Preferred Stock - 2,000,000 shares authorized
  Convertible Exchangeable Preferred Stock - Redeemable,
   par value $1 per share, issued 40,000 shares (liquidation
   value $62,310 at June 29, 1997 and $59,626 at
   December 29, 1996)                                                39,155        39,155
Shareholders' Equity (Deficit):
  Common stock, par value $1 per share, authorized
   100,000,000 shares, issued 23,228,695 shares                      23,229        23,229
  Additional paid-in capital                                          2,296         3,741
  Cost of common stock held in treasury (76,903 shares at
   June 29, 1997 and 115,696 shares at December 29, 1996)            (1,794)       (2,700)
  Accumulated deficit                                              (237,204)     (237,955)
  Unearned compensation                                              (3,882)       (5,102)
  Accumulated foreign currency translation adjustments              (12,606)       (9,347)
                                                                   (229,961)     (228,134)

          Total Liabilities and Shareholders' Equity (Deficit)     $428,754      $457,723




                     THE INTERLAKE CORPORATION
               Consolidated Statement of Cash Flows
       For the Periods Ended June 29, 1997 and June 30, 1996
                          (In thousands)


                                                           1997          1996

                                                                 
Cash flows from (for) operating activities:
  Net income                                             $    751      $  3,846
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                           9,851        10,294
    Discontinued operations                                (1,484)            -
    Extraordinary loss                                      1,482             -
    Cumulative effect of change in accounting principle         -         (1,876)
    Other operating adjustments                             1,232            822
    (Increase) decrease in working capital:
      Accounts receivable                                   4,269            159
      Inventories                                            (634)        (1,068)
      Other current assets                                   (810)          (842)
      Accounts payable                                     (3,057)        (2,914)
      Other accrued liabilities                            (7,851)       (10,247)
      Income taxes payable                                  2,601             73
          Total working capital change                     (5,482)       (14,839)

Net cash provided (used) by operating activities            6,350         (1,753)

Cash flows from (for) investing activities:
  Capital expenditures                                     (9,918)       (10,013)
  Proceeds from disposal of PP&E                               70            135
  Acquisitions                                             (4,853)          (310)
  Divestitures                                              1,703              - 
  Other investment flows                                      194            266

Net cash provided (used) by investing activities          (12,804)        (9,922)

Cash flows from (for) financing activities:
  Retirements of long-term debt                           (21,682)        (2,028)
  Debt retirement costs                                    (1,504)             - 
  Other financing flows                                       345          1,005

Net cash provided (used) by financing activities          (22,841)        (1,023)

Effect of exchange rate changes                              (644)           342

Increase (Decrease) in cash and cash equivalents          (29,939)       (12,356)

Cash and cash equivalents, beginning of period             70,228         41,562

Cash and cash equivalents, end of period                 $ 40,289       $ 29,206


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Financial Statements

The interim information furnished in these financial statements is
unaudited.

The Registrant and its subsidiaries are referred to herein on a
consolidated basis as the Company.

Note 2 - Discontinued Operations

In the first quarter of 1997, the Company received additional
proceeds from the October, 1996 sale of its packaging
businesses resulting in income from discontinued operations of
$1.5 million, net of applicable income taxes.

Note 3 - Extraordinary Loss

In the first quarter of 1997, the Company repurchased $14.5
million in principal amount of its 12% Senior Notes at a premium
of $1.5 million.  In addition, deferred debt issuance costs of $.3 million
related to the repurchased Notes were written off.  An extraordinary
loss of $1.5 million, net of applicable income taxes, was reported
in the quarter.

Note 4 - Accounting Change

In the second quarter of 1996, the Company changed its method of
amortizing unrecognized actuarial gains and losses with respect to
its postretirement benefits to amortize them over a five-year
period.  The method previously used was to amortize any
unrecognized gain or loss in excess of 10% of the Accumulated
Postretirement Benefit Obligation amount over 15 years.  This
change was accounted for as a change in accounting principle, the
cumulative effect of which was recorded as of the beginning of
1996.  As a result, net income for the first quarter of 1996 was
increased by $1.6 million for continuing operations and
$.3 million for discontinued operations.

Note 5 - Computation of Common Share Data

The weighted average number of common shares outstanding used to
compute net income per share was 32,319,000 for 1997 and
31,456,000 for 1996.

Note 6 - Income Taxes

The effective tax rate on income from continuing operations was
63.1% and 66.8% for the 1997 and 1996 six month periods, 
respectively.  Because most of the Company's interest expense is
borne in the United States at the parent company, the
Company had substantial taxable income in foreign and state
jurisdictions.  Taxes due to foreign authorities were not offset
by U.S. federal income tax benefits.

Note 7 - Acquisitions

In the first quarter of 1997, the Company acquired the assets of
ARC Metals Inc. for $5.0 million in cash and a promissory note in
the amount of $2.8 million.

Note 8 - Environmental Matters

In connection with the reorganization of the old Interlake, Inc.
(now Acme Steel Company ("Acme")) in 1986, the Company, then
newly-formed, indemnified Acme against certain environmental
liabilities relating to properties which had been shut down or
disposed of by Acme's iron and steel division prior to the 1986
reorganization.  As of June 29, 1997, the Company's reserves for
environmental liabilities totaled $1.6 million, most of which
relates to the Acme indemnification.

Based on its current estimate of its potential environmental
liabilities, including all contingent liabilities, individually
and in the aggregate, asserted and unasserted, the Company
believes that, subject to the uncertainty with respect to the
Duluth Site discussed below, the costs of environmental matters
have been fully provided for or are unlikely to have a material
adverse effect on the Company's business, future results of
operations, liquidity or financial condition.  In arriving at its
current estimate of its potential environmental liabilities, the
Company has relied upon the estimates and analysis of its
environmental consultants and legal advisors, as well as its own
evaluation, and has considered: the probable scope and cost of
investigations and remediations for which the Company expects to
have liability; the likelihood of the Company being found liable
for the claims asserted or threatened against it; and the risk of
other responsible parties not being able to meet their obligations
with respect to clean-ups.  The Company's estimate has not been
discounted to reflect the time-value of money, although a
significant delay in implementation of certain of the remedies
thought to be probable could result in cost estimates increasing
due to inflation.

In May 1994, the Company instituted an action seeking a
declaratory judgment against and recoveries from insurers under
policies covering nearly 30 years.  This action has been stayed
pending appeal of a ruling that the Company's notice to the
insurers of environmental claims in connection with the Duluth
Site was late.  The Company has entered into settlement agreements
with certain of the defendants in the litigation pursuant to which
the Company has recovered certain amounts.

The Company's current estimates of its potential environmental
liabilities are subject to considerable uncertainty due to
continuing uncertainty surrounding one of the sites for which the
Company is responsible pursuant to its indemnity of Acme --
namely, the Superfund site on the St. Louis River in Duluth,
Minnesota (the "Duluth Site").  These uncertainties primarily
relate to whether remediation of certain underwater sediments will
be required and, if so, the nature of any remedy.  In the light of
these uncertainties, the Company's estimates could be subject to
change in the future.  The Minnesota Pollution Control Agency
("MPCA") has requested the Company to undertake an investigation
and to evaluate remedial alternatives for the underwater
sediments.  The Company's consultants have substantially completed
their initial investigation.  Based on this investigation, the
Company is reviewing possible remedial alternatives for the
underwater sediments.  The Company believes that, until this
review is completed, any estimate of remediating the underwater
sediments will not be meaningful.  The Company also continues to
believe that the range of reasonable remedial alternatives for the
underwater sediments includes that of taking no action, thereby
avoiding the disruption of the natural remediation of the
underwater sediments which has been underway for over 30 years. 
Thus, the Company believes the minimum of the range of costs of
remedial alternatives to be zero, and to date has made provision
for only the investigation, and not for the clean-up, of
underwater sediments.  If a clean-up is ultimately determined to
be appropriate, the range of costs would likely be dependent in
part upon the extent to which the remedy selected called for the
removal and/or treatment of contaminated sediments and could run
from several millions to tens of millions of dollars.

In March 1996, the citizens' board of the MPCA named the
successors to certain coal tar processors at the Duluth Site (the
"tar companies") as additional responsible parties for a portion
of the underwater sediments operable unit.  The Company believes
that the tar companies are the cause of a significant portion of
the underwater contamination at the site, while the tar companies
to date have  maintained that their contributions were minimal.

The Company's current expectation is that cash outlays related to
its outstanding reserves for environmental matters largely will be
made during 1997 and 1998.  If the Company ultimately determines
that additional charges are necessary in connection with the
underwater sediments at the Duluth Site, the Company believes it
is likely that cash outlays would occur near the end of the
decade, or later.

Note 9 - Commitments and Contingencies

The Company is engaged in certain routine litigation arising in
the ordinary course of business.  Based upon its evaluation of
available information, management does not believe that any such
matters are likely, individually or in the aggregate, to have a
material adverse effect upon the Company's business, future
results of operations, liquidity or financial condition.

On July 9, 1990, the City of Toledo, Ohio (the "City"), brought an
action (the "Primary Action") in federal district court (the
"Court") in Toledo against the Company, Acme (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. 
Pursuant to a memorandum of understanding dated September 30,
1996, among Beazer, the City, and the Toledo-Lucas County Port
Authority (the "Port Authority"), setting forth certain
obligations of Beazer, the City and the Port Authority for the
completion and funding of the road widening project and related
environmental work, the City, Beazer and the Interlake defendants
entered into a settlement agreement pursuant to which the City
released the Interlake defendants and Beazer from, and agreed to
dismiss with prejudice, all claims in the Primary Action.  On
October 10, 1996, the Court entered a consent order dismissing
with prejudice all claims in the Primary Action, leaving only
pending cross-claims between Beazer and the Interlake defendants
at issue in the litigation.  In May 1997, Beazer and the Interlake
defendants reached a tentative settlement of their cross-claims,
which if finalized would not have a material effect on the
financial condition of the Company.

On March 10, 1995, SC Holdings, Inc., a subsidiary of Waste
Management International Plc ("SC Holdings"), filed a complaint in
federal district court in Trenton, New Jersey, against Hoeganaes
Corporation, an Interlake subsidiary, and numerous other
defendants, seeking to recover amounts expended or to be expended
in the remediation of the Cinnaminson Groundwater Contamination
Site in Burlington County, New Jersey.  SC Holdings claims to have
spent approximately $10 million in investigation and remediation,
and purportedly estimates the total costs of investigation and
remediation to be approximately $60 million.  The site is a
broadly-defined Superfund site which encompasses a landfill
formerly operated by SC Holdings 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 parties to the litigation are
presently engaged in a court-supervised non-binding allocation
process which is presently expected to be completed in late 1997. 
The Company believes Hoeganaes has meritorious defenses to both of
the alleged bases of liability.

Note 10 - Possible Sale of Handling Businesses

As previously announced, the Company is presently exploring the
sale of all of its Handling businesses.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

Results of Operations
Second Quarter 1997 Compared with Second Quarter 1996

Net sales from continuing operations of $185.8 million in the
quarter ended June 29,1997 compared with sales of $174.7 million
in the prior year period.  Sales in the Engineered Materials
segment grew by 15% to $77.4 million, due to increased sales of
metal powder at Special Materials and higher fabrication sales at
Aerospace Components.  In the Handling segment, sales increased 1%
to $108.4 million.  Operating profit increased 13% to $16.0
million, from $14.2 million in 1996.  Income from continuing
operations was $.7 million, compared with $.6 million in the 1996
quarter.  Net income of $.7 million for the 1997 quarter compared
to $1.8 million in 1996.  The 1996 quarter included income from
discontinued operations of $1.2 million.

Segment Results

The Company's businesses are organized into two segments:
Engineered Materials and Handling.  Businesses in Engineered
Materials are Special Materials (ferrous metal powders) and
Aerospace Components (precision aerospace component fabrication
and aviation repair).  Businesses in Handling are North American,
European and Asia Pacific handling operations.

                                           Second Quarter Segment Results   
                                             Net Sales       Operating Profit
                                           1997     1996     1997       1996 
                                                   (in millions)
Engineered Materials
     Special Materials                   $ 50.7   $ 43.8
     Aerospace Components                  26.7     23.7
                                           77.4     67.5    $13.6      $11.0

Handling                                  108.4    107.2      2.5        4.2

Corporate Items                                               (.1)      (1.0)

Consolidated Totals                      $185.8   $174.7   $ 16.0     $ 14.2


Engineered Materials

Sales in the Engineered Materials segment for the second quarter
increased 15% to $77.4 million, due to stronger metal powder sales
at Special Materials and higher fabrication sales at Aerospace
Components. 

Special Materials' metal powder sales increased 16% compared with
the same period last year, reflecting increased industry demand. 
Earnings increased 16% in the quarter as flowthrough from the
additional volume was somewhat offset by lower selling prices.

Aerospace Components' sales improved 13% compared with the 1996
period, as shipments increased on several engine programs in the
fabricated components business. Profit for the quarter increased
39%, reflecting additional volume and lower  manufacturing costs in 
the fabrication business.

Order backlogs in this segment were $176.7 million at the end of
the quarter, up from $151.3 million at the end of the second
quarter of 1996.  Special Materials' backlog, which is generally
short term in nature, was up 11%.  Aerospace Components' backlog
increased 18%, to a record level, with new and follow-on orders on
a number of commercial, military and space programs.

Handling

Second quarter sales in the Handling segment increased 1% to $108.4
million, due mainly to higher sales in the Asia Pacific region. 
Lower prices were partially offset by higher volume in North
America and Europe leading to a 1% decline in sales at each
location.  Sales in the Asia Pacific region increased 14% due
mainly to higher shipments within Australia.  

Handling's profit declined 40% compared with the second quarter of
1996.  North American profit was down 73% as a result of lower
prices which were somewhat mitigated by higher volume.  European
profits improved 75% as lower steel costs, reduced selling and
administrative costs and higher volume more than offset lower
prices.  Changes in exchange rates did not have a material impact
on profits during the quarter.

Order backlogs in this segment were $121.7 million at the end of
the second quarter, up 30% from $93.9 million at the end of the
second quarter of 1996. Backlog at North America increased 12% and 
Europe 10%, while Asia Pacific was up 88% to a record level.

First Half 1997 Compared with First Half 1996

For the first six months of 1997, net sales from continuing
operations of $356.0 million were up 5% , compared with net sales
of $339.9 million in the 1996 period. Sales in the Engineered
Materials segment grew by 16% to $150.2 million, due to increased
sales of metal powder at Special Materials and higher fabrication
sales at Aerospace Components.  In the Handling segment, sales
declined 2% to $205.8 million, due to lower sales in North America
and Europe somewhat offset by higher sales in Asia Pacific. 
Operating profit increased 11% to $29.9 million, from $26.9 million
in 1996.  Income from continuing operations was $.7 million,
compared with a loss of $.3 million in the 1996 period.  Selling,
general and administrative expenses were 13.9% of sales for the
first half of 1997 as compared to 14.8% in the 1996 period.  Net
income of $.8 million, or $.02 per share compared, with net income
of $3.8 million or $.12 per share for the 1996 period.  Net income
in the 1997 period included income from discontinued operations of
$1.5 million and an extraordinary loss of $1.5 million on the early
retirement of a portion of the Company's debt.  Net income in the
first half of 1996 included $2.5 million income from discontinued
operations and a $1.6 million benefit from the cumulative effect of
a change in accounting principle.



Segment Results
                                                 First Half Segment Results   
                                            Net Sales         Operating Profit
                                         1997     1996        1997        1996
                                                   (in millions)
Engineered Materials
     Special Materials                 $101.2   $ 87.1
     Aerospace Components                49.0     42.1
                                        150.2    129.2       $25.8       $19.8

Handling                                205.8    210.7         4.6         8.2
                                                     
Corporate Items                                                (.5)       (1.1)

Consolidated Totals                    $356.0   $339.9       $29.9       $26.9


Engineered Materials

Sales in the Engineered Materials segment for the first half of
1997 increased 16% to $150.2  million, due to stronger metal powder
sales at Special Materials and higher fabrication sales at
Aerospace Components.  Profit for the segment increased 30%.

Special Materials' metal powder sales increased 16% compared with
the same period last year, reflecting increased industry demand. 
Profits increased 25% for the first half of 1997 as flowthrough
from the additional volume was partially offset by lower prices.

Aerospace Components' sales improved 16% compared with the 1996
period, as shipments increased  on several engine programs in the
fabricated components business. Profit for the first half increased
30%, reflecting additional volume and lower manufacturing costs.

Handling

Sales in the Handling segment for the first half of 1997 declined
2% to $205.8 million, due mainly to lower prices in North America
and Europe partially offset by higher volumes in North America and
Asia Pacific.  Lower prices more than offset higher volume in North
America and, as a result, sales declined 6%.  Sales in Europe were
down 3% because of lower prices and volumes.  Sales in the Asia
Pacific region increased 11% due mainly to higher shipments
within Australia.

Handling's profit declined 44% compared with the first half of
1996.  North American profit declined 63% because of  lower selling
prices and a less profitable mix of business partially offset by
higher volume and lower costs.   European profits improved 80% as
lower steel costs and reduced selling and administrative costs were
somewhat offset by lower prices. Changes in exchange rates did not
have a material effect on profits during the period.





Discontinued Operations

In the first quarter of 1997, the Company received additional
proceeds from the October 1996 sale of its packaging
businesses resulting in income from discontinued operations of $1.5
million, net of applicable income taxes.

Extraordinary Loss

An extraordinary loss of $1.5 million, net of applicable income
taxes, was recorded in the first quarter of 1997 for the premium
incurred and the write-off of deferred debt issuance costs related
to the repurchase and early retirement of $14.5 million in
principal amount of the Company's 12% Senior Notes.

Financial Condition

The Company's total debt at the end of the second quarter was
$379.6 million, down $19.3 million from year-end 1996.  Cash
totaled $40.3 million at the end of the quarter, compared with
$70.2 million at the end of 1996, principally due to the repurchase
of $14.5 million of 12% Senior Notes in the open market, the
acquisition of ARC Metals by Special Materials, the repayment of
bank debt, increased working capital requirements and capital
expenditures.  Capital expenditures of $9.9 million during the
first half of 1997 were comparable with capital spending in the
1996 period.  The Company anticipates that 1997 capital spending
will be approximately $25.0 million.

Under its bank credit agreement, the Company has available
revolving facilities of up to an additional $22.1 million over the
June 29, 1997 revolving indebtedness.  If current levels of
performance are maintained, the Company anticipates it will be in
compliance with the covenants under its bank credit agreement.  The
Company believes that it will have adequate liquidity to meet its
debt service and operating requirements in 1997, based on expected
operating cash flow, cash on hand, and the availability of
additional revolver borrowings under the Company's bank credit
agreement.

Sale of Handling Businesses

As previously announced, the Company is presently exploring the
sale of all of its Handling businesses.


                    PART II. - OTHER INFORMATION

ITEM 1.  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.

The Company is a party in certain litigation and a proceeding
before a governmental agency which relate to the contamination of
the environment.  These matters are described in Note 8 and Note 9
of Notes to Consolidated Financial Statements included herein. 
Reference is also made to the Company's Annual Report on Form 10-K
for the fiscal year ended December 29, 1996, Part I, Item 3--Legal
Proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 24, 1997, at the annual meeting of the Corporation,
Frederick C. Langenberg, William G. Mitchell and Erwin E. Schulze
were reelected as directors to serve until the year 2000 annual
meeting of the Corporation.  The vote tally was:

Election of Directors:            For         Withheld       Broker non-votes
Frederick C. Langenberg       15,471,391     1,594,238                0
William G. Mitchell           15,668,043     1,457,986                0
Erwin E. Schulze              15,663,763     1,462,266                0

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit 4.1    Eleventh Amendment, dated as of January 10,
                    1997, to the Amended and Restated Credit
                    Agreement

     Exhibit 4.2    Twelfth Amendment, dated as of June 27, 1997,
                    to the Amended and Restated Credit Agreement

     Exhibit 27     Financial Data Schedule for the quarter ended June 29, 1997

(b)  Reports on Form 8-K

     No reports on Form 8-K have been filed during the quarter for
which this report is filed.



                              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



July 25, 1997                    /s/STEPHEN GREGORY                
     
                                 Stephen Gregory
                                 Vice President - Finance
                                 and Chief Financial Officer