As filed with the Securities and Exchange Commission on May 23, 2006
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               __________________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               __________________

                             INTERLINE BRANDS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                      03-0542659
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                     Identification Number)
                               __________________

         801 W. BAY STREET                                     32204
       JACKSONVILLE, FLORIDA                                (Zip Code)
  (Address of Principal Executive
              Office)

                INTERLINE BRANDS, INC. 2004 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
                               __________________

                            LAURENCE W. HOWARD, ESQ.
                             INTERLINE BRANDS, INC.
                                801 W. BAY STREET
                           JACKSONVILLE, FLORIDA 32204

                     (Name and address of agent for service)

                                 (904) 421-1400
          (Telephone number, including area code, of agent for service)

                               __________________

                                    Copy to:
                              JOHN C. KENNEDY, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                             NEW YORK, NY 10019-6064
                                 (212) 373-3000

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM    PROPOSED MAXIMUM
     TITLE OF SECURITIES TO BE       AMOUNT TO BE  OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
            REGISTERED              REGISTERED(1)         SHARE               PRICE          REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>              <C>                     <C>
Common Stock, par value $0.01 per
     share (2)...................     2,000,000         $ 22.96          $ 45,920,000           $ 4,914
-------------------------------------------------------------------------------------------------------------

--------------
(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  this
    Registration  Statement  shall be deemed to cover any  additional  securities to be offered or issued
    from stock splits, stock dividends or similar transactions.
(2) Represents  2,000,000  shares of Common Stock reserved for issuance  under the 2004 Equity  Incentive
    Plan.  Pursuant to Rule 457(c) and (h)(1) under the  Securities  Act, the proposed  maximum  offering
    price per share was  determined  based on the average of the high and low prices of Interline  Brand,
    Inc.'s common stock reported on the New York Stock Exchange on May 22, 2006.
</TABLE>

================================================================================

<PAGE>

                                EXPLANATORY NOTE

         This   registration   statement   is  being  filed   solely  for  the
registration of additional shares of common stock of Interline Brands, Inc., a
Delaware  corporation (the "Company") for issuance  pursuant to awards granted
under the  Interline  Brands,  Inc. 2004 Equity  Incentive  Plan (the "Plan").
Accordingly,  pursuant to General  Instruction  E to Form S-8, the contents of
the earlier  registration  statement  relating to the Plan  (Registration  No.
333-121443)  are  hereby   incorporated  by  reference  in  this  registration
statement, except as revised in Part II of this registration statement.



<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents and  information  previously  filed with the
Securities and Exchange  Commission by us are hereby incorporated by reference
in this registration statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2005;

         (b)      The Company's  Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006;

         (c)      The Company's Current Reports on Form 8-K filed on March 17,
2006 and May 15, 2006; and

         (d)      The description of the Company's  common stock set forth, or
incorporated by reference, in the Company's Registration Statement on Form 8-A
filed  pursuant to the Exchange Act on December 13, 2004 and any  amendment or
report filed for the purpose of updating such description.

         All reports and other documents  subsequently filed by us pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  registered
have been sold or which  de-registers  all securities  then remaining  unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.

         Any  statement  contained  herein or in a  document  incorporated  or
deemed to be incorporated  by reference  herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement  contained herein or in any other  subsequently filed document which
also is or is  deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such  earlier  statement.   Any  such  statement  so  modified  or
superseded  shall not be  deemed,  except as so  modified  or  superseded,  to
constitute a part of this registration statement.


         ITEM 8.  EXHIBITS

         See the Exhibit  Index below for a list of Exhibits  being filed with
this registration statement.



<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Act, the Registrant
certifies that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-8 and has duly  caused  this  registration
statement  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized, in the City of Jacksonville, Florida, on May 22, 2006.


                                        INTERLINE BRANDS, INC.
                                        A DELAWARE CORPORATION


                                        By: /s/ Michael J. Grebe
                                            ----------------------------------
                                            Name:   Michael J. Grebe
                                            Title:  President, Chief Executive
                                                    Officer and Director




                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints  Michael J. Grebe,  William E. Sanford
and  Thomas  J.   Tossavainen,   and  each  of  them,   his  true  and  lawful
attorneys-in-fact   and   agents,   with  full  power  of   substitution   and
resubstitution,  for him and in his  name,  place  and  stead,  in any and all
capacities,   to  sign  any  and  all  amendments,   including  post-effective
amendments,  to this  Registration  Statement,  and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every act and thing
requisite and  necessary to be done in and about the premises,  as fully as to
intents and purposes as he might do or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his  substitute  or  substitutes,  may  lawfully  do or cause to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement  has been signed below on May 22, 2006 by the  following  persons in
the capacities indicated.


        SIGNATURES                           TITLE
        ----------                           -----


 /s/ Ernest K. Jacquet
---------------------------    Chairman of the Board and Director
     Ernest K. Jacquet


 /s/ Michael J. Grebe          President, Chief Executive Officer and Director
---------------------------    (Principal Executive Officer)
     Michael J. Grebe


/s/ Thomas J. Tossavainen      Chief Financial Officer (Principal Accounting
---------------------------    Officer and Principal Financial Officer)
    Thomas J. Tossavainen


    /s/ Gideon Argov
---------------------------    Director
       Gideon Argov


<PAGE>


        SIGNATURES                           TITLE
        ----------                           -----


/s/ Michael E. DeDomenico
---------------------------    Director
   Michael E. DeDomenico


    /s/ John J. Gavin
---------------------------    Director
       John J. Gavin


 /s/ Barry J. Goldstein
---------------------------    Director
    Barry J. Goldstein


 /s/ Charles W. Santoro
---------------------------    Director
    Charles W. Santoro


    /s/ Drew T. Sawyer
---------------------------    Director
      Drew T. Sawyer





<PAGE>

                                  EXHIBIT INDEX


    EXHIBIT
     NUMBER                          DESCRIPTION OF EXHIBIT
---------------  -------------------------------------------------------------
        5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP

       23.1      Consent of Deloitte & Touche LLP

       23.2      Consent  of Paul,  Weiss,  Rifkind,  Wharton &  Garrison  LLP
                 (included in the opinion filed as Exhibit 5.1)

       24.1      Power  of  Attorney  (included  on  signature  page  of  this
                 Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "forms-8_de.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10778}]
{"company-data": {"conformed-name": "INTERLINE BRANDS, INC./DE", "cik": "0001292900", "assigned-sic": "5070", "irs-number": "030542659", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134389", "film-number": "06859881"}, "business-address": {"street1": "801 W. BAY STREET", "city": "JACKSONVILLE", "state": "FL", "zip": "32204", "phone": "904-421-1400"}, "mail-address": {"street1": "801 W. BAY STREET", "city": "JACKSONVILLE", "state": "FL", "zip": "32204"}}
As filed with the Securities and Exchange Commission on May 23, 2006
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               __________________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               __________________

                             INTERLINE BRANDS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                      03-0542659
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                     Identification Number)
                               __________________

         801 W. BAY STREET                                     32204
       JACKSONVILLE, FLORIDA                                (Zip Code)
  (Address of Principal Executive
              Office)

                INTERLINE BRANDS, INC. 2004 EQUITY INCENTIVE PLAN
                            (Full title of the plan)
                               __________________

                            LAURENCE W. HOWARD, ESQ.
                             INTERLINE BRANDS, INC.
                                801 W. BAY STREET
                           JACKSONVILLE, FLORIDA 32204

                     (Name and address of agent for service)

                                 (904) 421-1400
          (Telephone number, including area code, of agent for service)

                               __________________

                                    Copy to:
                              JOHN C. KENNEDY, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                             NEW YORK, NY 10019-6064
                                 (212) 373-3000
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM    PROPOSED MAXIMUM
     TITLE OF SECURITIES TO BE       AMOUNT TO BE  OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
            REGISTERED              REGISTERED(1)         SHARE               PRICE          REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
     share (2)...................     2,000,000         $ 22.96          $ 45,920,000           $ 4,914
-------------------------------------------------------------------------------------------------------------

--------------
(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  this
    Registration  Statement  shall be deemed to cover any  additional  securities to be offered or issued
    from stock splits, stock dividends or similar transactions.
(2) Represents  2,000,000  shares of Common Stock reserved for issuance  under the 2004 Equity  Incentive
    Plan.  Pursuant to Rule 457(c) and (h)(1) under the  Securities  Act, the proposed  maximum  offering
    price per share was  determined  based on the average of the high and low prices of Interline  Brand,
    Inc.'s common stock reported on the New York Stock Exchange on May 22, 2006.
================================================================================
EXPLANATORY NOTE

         This   registration   statement   is  being  filed   solely  for  the
registration of additional shares of common stock of Interline Brands, Inc., a
Delaware  corporation (the "Company") for issuance  pursuant to awards granted
under the  Interline  Brands,  Inc. 2004 Equity  Incentive  Plan (the "Plan").
Accordingly,  pursuant to General  Instruction  E to Form S-8, the contents of
the earlier  registration  statement  relating to the Plan  (Registration  No.
333-121443)  are  hereby   incorporated  by  reference  in  this  registration
statement, except as revised in Part II of this registration statement.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents and  information  previously  filed with the
Securities and Exchange  Commission by us are hereby incorporated by reference
in this registration statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2005;

         (b)      The Company's  Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006;

         (c)      The Company's Current Reports on Form 8-K filed on March 17,
2006 and May 15, 2006; and

         (d)      The description of the Company's  common stock set forth, or
incorporated by reference, in the Company's Registration Statement on Form 8-A
filed  pursuant to the Exchange Act on December 13, 2004 and any  amendment or
report filed for the purpose of updating such description.

         All reports and other documents  subsequently filed by us pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  registered
have been sold or which  de-registers  all securities  then remaining  unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.

         Any  statement  contained  herein or in a  document  incorporated  or
deemed to be incorporated  by reference  herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement  contained herein or in any other  subsequently filed document which
also is or is  deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such  earlier  statement.   Any  such  statement  so  modified  or
superseded  shall not be  deemed,  except as so  modified  or  superseded,  to
constitute a part of this registration statement.

         ITEM 8.  EXHIBITS

         See the Exhibit  Index below for a list of Exhibits  being filed with
this registration statement.
SIGNATURES

         Pursuant to the  requirements  of the Securities  Act, the Registrant
certifies that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-8 and has duly  caused  this  registration
statement  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized, in the City of Jacksonville, Florida, on May 22, 2006.

                                        INTERLINE BRANDS, INC.
                                        A DELAWARE CORPORATION

                                        By: /s/ Michael J. Grebe
                                            ----------------------------------
                                            Name:   Michael J. Grebe
                                            Title:  President, Chief Executive
                                                    Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints  Michael J. Grebe,  William E. Sanford
and  Thomas  J.   Tossavainen,   and  each  of  them,   his  true  and  lawful
attorneys-in-fact   and   agents,   with  full  power  of   substitution   and
resubstitution,  for him and in his  name,  place  and  stead,  in any and all
capacities,   to  sign  any  and  all  amendments,   including  post-effective
amendments,  to this  Registration  Statement,  and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every act and thing
requisite and  necessary to be done in and about the premises,  as fully as to
intents and purposes as he might do or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his  substitute  or  substitutes,  may  lawfully  do or cause to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement  has been signed below on May 22, 2006 by the  following  persons in
the capacities indicated.

        SIGNATURES                           TITLE
        ----------                           -----

 /s/ Ernest K. Jacquet
---------------------------    Chairman of the Board and Director
     Ernest K. Jacquet

 /s/ Michael J. Grebe          President, Chief Executive Officer and Director
---------------------------    (Principal Executive Officer)
     Michael J. Grebe

/s/ Thomas J. Tossavainen      Chief Financial Officer (Principal Accounting
---------------------------    Officer and Principal Financial Officer)
    Thomas J. Tossavainen

    /s/ Gideon Argov
---------------------------    Director
       Gideon Argov
SIGNATURES                           TITLE
        ----------                           -----

/s/ Michael E. DeDomenico
---------------------------    Director
   Michael E. DeDomenico

    /s/ John J. Gavin
---------------------------    Director
       John J. Gavin

 /s/ Barry J. Goldstein
---------------------------    Director
    Barry J. Goldstein

 /s/ Charles W. Santoro
---------------------------    Director
    Charles W. Santoro

    /s/ Drew T. Sawyer
---------------------------    Director
      Drew T. Sawyer
EXHIBIT INDEX

    EXHIBIT
     NUMBER                          DESCRIPTION OF EXHIBIT
---------------  -------------------------------------------------------------
        5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP

       23.1      Consent of Deloitte & Touche LLP

       23.2      Consent  of Paul,  Weiss,  Rifkind,  Wharton &  Garrison  LLP
                 (included in the opinion filed as Exhibit 5.1)

       24.1      Power  of  Attorney  (included  on  signature  page  of  this
                 Registration Statement)