Exhibit 4.17
                                NOTE
                                                         New York, New York
$53,000,000.00                                            December 22, 1997


     
     FOR VALUE RECEIVED, THE INTERLAKE CORPORATION, a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of THE FIRST
NATIONAL BANK OF CHICAGO (the "Bank"), in lawful money of the United
States of America in immediately available funds, at the office of The
Chase Manhattan Bank (the "Administrative Agent") located at 270 Park
Avenue, New York, New York 10017 on the Maturity Date (as defined in the
Second Amended and Restated Credit Agreement referred to below) the
principal sum of FIFTY-THREE MILLION DOLLARS or, if less, the unpaid
principal amount of all Loans (as defined in the Second Amended and
Restated Credit Agreement) made by the Bank pursuant to the Second Amended
and Restated Credit Agreement.

     The Borrower promises also to pay interest on the unpaid principal
amount of each Loan in like money at said office from the date such Loan
is made until paid at the rates and at the times provided in Section 1.08
of the Second Amended and Restated Credit Agreement.

     This Note is one of the Notes referred to in the Second Amended and
Restated Credit Agreement, dated as of September 27, 1989 and amended and
restated as of December 22, 1997, among the Borrower, the financial
institutions named therein (including the Bank), the Administrative Agent
and the Document Agent (as so amended and restated and as the same may
hereafter be amended, modified or supplemented from time to time, the
"Second Amended and Restated Credit Agreement") and is entitled to the
benefits thereof.  This Note is issued in replacement of the Notes as
defined in and issued pursuant to the Original Credit Agreement (as
defined in the Second Amended and Restated Credit Agreement).  This Note
is guaranteed pursuant to the Subsidiary Guaranties and is secured by
certain Security Documents (as defined in the Second Amended and Restated
Credit Agreement).  As provided in the Second Amended and Restated Credit
Agreement, this Note is subject to voluntary and mandatory prepayment
prior to the Maturity Date, in whole or in part.

     In case an Event of Default (as defined in the Second Amended and
Restated Credit Agreement) shall occur and be continuing, the principal of
and accrued interest on this Note may be declared to be due and payable in
the manner and with the effect provided in the Second Amended and Restated
Credit Agreement.

     The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.


     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
                                THE INTERLAKE CORPORATION


                                By:                                        
                                   Name:                                
                                   Title: