EXHIBIT 4.8

                                        CONSENT AND REAFFIRMATION AGREEMENT


                                                   July 31, 1998


The Chase Manhattan Bank,
    as Administrative Agent
270 Park Avenue
New York, New York  10017

                  Re:      The Interlake Corporation

Ladies and Gentlemen:

         Reference is made to:

                  (i) that certain Third Amended and Restated  Credit  Agreement
         of even date herewith  among the Borrower,  the Banks parties  thereto,
         The  Chase  Manhattan  Bank,  as  Administrative  Agent,  and The First
         National Bank of Chicago,  as  Documentation  Agent (the "Third Amended
         Credit  Agreement";  terms capitalized and not otherwise defined herein
         shall be  defined  as they are  defined  in the  Third  Amended  Credit
         Agreement);

                  (ii) that  certain  Amended and  Restated  Security  Agreement
         dated as of  September  27, 1989 and amended and  restated as of August
         17, 1992,  between the  Borrower  and  Chemical  Bank (now known as The
         Chase Manhattan Bank), as Collateral Agent (as amended through the date
         hereof, the "Borrower Security Agreement");

                  (iii)  that  certain  Amended  and  Restated  Subsidiary  U.S.
         Security  Agreement  dated as of  September  27,  1989 and  amended and
         restated as of August 17,  1992,  executed by the  Subsidiaries  of the
         Borrower  parties  thereto  and  Chemical  Bank (now known as The Chase
         Manhattan  Bank), as Collateral  Agent (as amended and modified through
         the date hereof, the "Subsidiary Security Agreement");

                  (iv) that certain  Subsidiary  Guaranty  dated as of September
         27, 1989,  executed by the Subsidiaries of the Borrower parties thereto
         (as  amended and  modified  through the date  hereof,  the  "Subsidiary
         Guaranty");

                  (v)  that  certain  Company  Pledge   Agreement  dated  as  of
         September 27, 1989, executed by the Borrower in favor of Chemical Bank,
         now known as The Chase Manhattan Bank, as Collateral  Agent (as amended
         and modified through the date hereof, the "Company Pledge Agreement");

                  (vi) that certain Subsidiary U.S. Pledge Agreement dated as of
         September  27,  1989,  executed  by the  Subsidiaries  of the  Borrower
         parties  thereto  in favor of  Chemical  Bank,  now  known as The Chase
         Manhattan  Bank, as Collateral  Agent (as amended and modified  through
         the date hereof, the "Subsidiary Pledge Agreement"); and









                  (vii) that certain Subsidiary Assumption Agreement dated as of
         July 29, 1997, executed by Interlake Material Handling, Inc., a
         Delaware corporation.

         Each of the undersigned:

         (a)      consents to the Third Amended Credit Agreement;

         (b)  confirms  and  agrees  that the  Third  Amended  Credit  Agreement
constitutes the "Amended and Restated Credit  Agreement" under and as defined in
the Borrower Security Agreement and the Subsidiary Security Agreement;

         (c)  confirms  and  agrees  that the  Third  Amended  Credit  Agreement
constitutes  the "Credit  Agreement"  under and as defined in the Company Pledge
Agreement, the Subsidiary Pledge Agreement and the Subsidiary Guaranty, and that
all of the  Obligations  constitute  "Obligations"  under and as  defined in the
Subsidiary  Guaranty,  the Borrower Security Agreement,  the Subsidiary Security
Agreement, the Company Pledge Agreement and the Subsidiary Pledge Agreement; and

         (d) reaffirms  its  obligations  under each of the Credit  Documents to
which  it is a party,  including,  without  limitation,  the  Borrower  Security
Agreement, the Subsidiary Security


                                   [remainder of page intentionally left blank]







 Agreement,   the  Subsidiary  Guaranty,  the  Company  Pledge  Agreement,   the
Subsidiary Pledge Agreement,  all of which Credit Documents remain in full force
and effect and are hereby ratified and confirmed.


THE INTERLAKE CORPORATION


By:/s/Stephen Gregory
Name:  Stephen Gregory
Title:  Vice President


CHEM-TRONICS, INC.
GARY STEEL SUPPLY COMPANY
INTERLAKE ARD CORPORATION
THE INTERLAKE COMPANIES, INC.
INTERLAKE MATERIAL HANDLING, INC.
CONCO-TELLUS, INC.
INTERLAKE AUSTRALIAN MINING
     VENTURES, INC.


By: /s/Stephen R. Smith
Name:  Stephen R. Smith
Title:  Vice President


INTERLAKE DRC LIMITED


By: /s/Stephen Gregory
Name:  Stephen Gregory
Title:  Vice President