As filed with the Securities and Exchange Commission on May 7, 1998
                                              Registration No. 33-       
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549
                                              
                                FORM S-8
                         REGISTRATION STATEMENT
                                 Under
                       THE SECURITIES ACT OF 1933
                                              
                       THE INTERLAKE CORPORATION
           (Exact name of registrant as specified in its charter)
     Delaware                                     36-3428543
(State of Incorporation)               (I.R.S. Employer Identification No.)
                           550 Warrenville Road
                          Lisle, Illinois  60532
                 (Address of Principal Executive Offices)
                                                
                       1989 STOCK INCENTIVE PROGRAM
                       1997 STOCK INCENTIVE PROGRAM
                       1998 STOCK INCENTIVE PROGRAM
                         (Full Title of the Plan)
                                                
                            STEPHEN R. SMITH,
              Vice President, Secretary and General Counsel
                        The Interlake Corporation
               550 Warrenville Road, Lisle, Illinois  60532
                 (Name and address of agent for service)
                                     
      Telephone number, including area code, of agent for service: 
                              (630) 719-7204


                      CALCULATION OF REGISTRATION FEE

Title of                        Proposed          Proposed
Securities       Amount         Maximum           Maximum         Amount of
to be             to be      Offering Price      Aggregate      Registration
Registered     Registered      Per Share*     Offering Price*        Fee

                1,045,000       $3.4375         $3,592,188       $1,059.70
Common Stock      150,000       $4.375          $  656,250       $  193.59
Par Value $1    1,728,920       $4.5625         $7,888,198       $2,327.02

* Estimated solely for purposes of calculating the amount of registration fee
pursuant to Rule 457(h) of the Securities and Exchange Commission and based on 
the exercise price of options currently outstanding, and otherwise based
on the average of the high and low prices reported in the consolidated
reporting system for the New York Stock Exchange as of May 4, 1998. 



                                  PART II.

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Throughout this registration statement "Issuer" or "Registrant" means
The Interlake Corporation.

Item 3.   Incorporation of Documents by Reference.

     The following documents previously filed with the Securities and
Exchange Commission by the Issuer are incorporated herein by reference:  

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 28, 1997 (the "1997 10-K"); and 

     (b)  The Description of Capital Stock of the Company set forth as
          Exhibit 28 to the Company's Annual Report on Form 10-K for the
          Fiscal Year ended December 27, 1992 and any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") sets forth provisions which define the extent to which a corporation
organized under the laws of Delaware may indemnify directors, officers,
employees and agents.  Article Thirteenth of the Registrant's Restated
Certificate of Incorporation and Article III, Section 8, of the Registrant's
By-laws provide for the indemnification by the Registrant of each person who
is or was or had agreed to become a director, officer, employee or agent of
the Registrant, or, at the request of the Registrant, a director, officer,
employee or agent of another enterprise, against all expenses and other
amounts for which indemnification may be made under law.  Under the GCL,
directors and officers as well as employees and individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits
and proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation as a derivative
action) if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.

     The Registrant also maintains directors' and officers' reimbursement and
liability (including fiduciary liability) insurance and has entered into
agreements with its directors and certain officers providing for
indemnification in certain events.

Item 8.   Exhibits.

The Exhibit Index is incorporated by reference into this Item 8 in its
entirety from the Exhibit Index attached hereto beginning after the signature
page below.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section (10)(a)(3)
          of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information
          set forth in the registration statement;

               (iii)     To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such information
          in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons or the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in a successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                 SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, 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 Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Village of Lisle, State of Illinois, on the 7th day of May, 1998.

                                     THE INTERLAKE CORPORATION

                                     By/s/ Stephen R. Smith 
                                       Stephen R. Smith
                                       Vice President, Secretary and General
                                         Counsel

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacities and on the date indicated.

   Signature                Title                         

                       Director, Chairman of
                       the Board, President and
/s/ W. Robert Reum     Chief Executive Officer         Date:
W. Robert Reum         (Principal Executive Officer)   May 7, 1998

                       Vice President - Finance
                       and Chief Financial Officer     Date:
/s/ Stephen Gregory    (Principal Financial Officer)   May 7, 1998
Stephen Gregory

                       
                       

John A. Canning Jr.         Director  )    By:  /s/ Stephen R. Smith
                                      )         Stephen R. Smith
James C. Cotting            Director  )         Attorney-In-Fact
                                      )
John E. Jones               Director  )    Date:  May 7, 1998
                                      )
Frederick C. Langenberg     Director  )
                                      )
Quentin C. McKenna          Director  )
                                      

*  Powers of attorney authorizing Stephen R. Smith to sign this
   registration statement on behalf of the individuals named above is on
   file with the Registrant and the Registrant undertakes to provide them
   to the  Securities and Exchange Commission upon request.


                               EXHIBIT INDEX

Exhibit
Number                      Item

4  Instruments Defining the Rights of Security Holders


   4.1    Composite of the Registrant's Restated Certificate of Incorporation
          as amended, incorporated by reference to Exhibit 3.1 of the
          Registrant's Registration Statement on Form S-2, File No. 33-59003,
          as amended (the "1995 Debt S-2")

   4.2    Bylaws of Registrant as amended and restated dated August 23,
          1990, incorporated by reference to Exhibit 3(b) of the Registrant's
          Annual Report on Form 10-K for the year ended December 30, 1990,
          File No. 1-9149 (the "1990 10-K")

   4.3    Form of Indenture (including form of  Senior Note), incorporated
          by reference to Exhibit 4.1 of the 1995 Debt S-2

   4.4    Form of Indenture (including form of Senior Subordinated
          Debenture), incorporated by reference to Exhibit 4.1 of the
          Registrant's Registration Statement on Form S-2, File No. 33-46247,
          as amended

   4.5    Rights Agreement dated as of January 26, 1989 between the
          Registrant and the First National Bank of Chicago, as Rights Agent,
          (the "Rights Agreement") incorporated by reference to Exhibit 2 of
          the Registrant's Registration Statement on Form 8-A dated as of
          January 27, 1989, File No. 1-9149

   4.6    Amendment to Rights Agreement dated as of August 15, 1989,
          incorporated by reference to Exhibit (a) of the Company's Form 8-A/A
          dated May 23, 1990, File No. 1-9149

   4.7    Amendment to Rights Agreement dated as of May 7, 1990,
          incorporated by reference to Exhibit (b) of the Company's Form 8-A/A
          dated May 23, 1990, File No. 1-9149

   4.8    Form of Amendment to Rights Agreement, incorporated by reference
          to Exhibit 4.5 of the Registrant's Registration Statement on Form
          S-2, File No. 33-46248, as amended (the "Common Stock S-2")

   4.9    Amendment to Rights Agreement dated as of April 13, 1994,
          incorporated by reference to Exhibit 7 of the Company's Form 8-A/A
          dated April 19, 1994, File No. 1-9149

   4.10   Preferred Stock Purchase Agreement dated as of March 6, 1992
          among the Registrant and the persons listed on the Schedule of
          Purchasers attached thereto, incorporated by reference to Exhibit 4.6
          of the Common Stock S-2

   4.11   Revised Form of Registration Rights Agreement among the
          Registrant and the parties listed on the signature pages thereof,
          incorporated by reference to Exhibit 4.4 of the Registrant's
          Post-Effective Amendment No. 4 to the Registration Statement on
          Form S-2, File No. 33-37041 (the "IRN Post-Effective Amendment
          No. 4")

   4.12   Form of Series 1 Junior Convertible Subordinated Debenture,
          incorporated by reference to Exhibit 4.11 of the Common Stock S-2

   4.13   Form of Series 2 Junior Convertible Subordinated Debenture,
          incorporated by reference to Exhibit 4.12 of the Common Stock S-2

   4.14   Series A-3 Preferred Stock Purchase Agreement dated as of May 7,
          1992 by and between the Registrant and the persons listed on the
          signature pages thereto, incorporated by reference to Exhibit 4.9 of
          the IRN Post-Effective Amendment No. 4

   4.15   Form of Series 3 Junior Convertible Subordinated Debenture
          (Exchange Debentures relating to the Series A-3 Preferred Stock),
          incorporated by reference to Exhibit 4.10 of the IRN Post-Effective
          Amendment No. 4

   4.16   Stock Purchase Agreement dated November 2, 1989 between the
          Registrant and LaSalle National Bank, trustee for The Interlake
          Corporation Employee Stock Ownership Plan, incorporated by reference
          to Exhibit 10(v) of the Registrant's Annual Report on Form 10-K for
          the year ended December 29, 1991, File No. 1-9149 (the "1991 10-K")

   4.17   Second Amended and Restated Credit Agreement dated as of
          December 22, 1997, among the Registrant, The Chase Manhattan Bank and
          The First National Bank of Chicago, incorporated by reference to
          Exhibit 4.15 of the Registrant's Annual Report on Form 10-K for the
          year ended December 28, 1997 File No. 1-9149 (the "1997 10-K").

   4.18   Note dated December 22, 1997, payable from the Registrant to The
          Chase Manhattan Bank, incorporated by reference to Exhibit 4.16 of
          the 1997 10-K.

   4.19   Note dated December 22, 1997, payable from the Registrant to The
          First National Bank of Chicago, incorporated by reference to Exhibit
          4.17 of the Registrant's 1997 10-K.

   4.20   Pledge Agreement dated September 27, 1989, made by the
          Registrant and accepted by The Chase Manhattan Bank, incorporated by
          reference to Exhibit 10(t) of the Registrant's Annual Report on Form
          10-K for the year ended December 31, 1989, File No. 1-9149

   4.21   Amended and Restated Security Agreement dated September 27, 1989
          and amended and restated as of August 17, 1992 between the Registrant
          and The Chase Manhattan Bank, incorporated by reference to Exhibit
          4.27 of the Registrant's Annual Report on Form 10-K for the year
          ended December 27, 1992, File No. 1-9149 (the "1992 10-K")

   4.22   Amended and Restated Security Agreement dated as of September
          27, 1989 and amended and restated as of August 17, 1992, among
          certain Subsidiaries of the Registrant and The Chase Manhattan Bank,
          incorporated by reference to Exhibit 4.28 of the 1992 10-K

   4.23   Confirmation and Guaranty of Security Interest dated December
          22, 1997, made by certain Subsidiaries of the Registrant and accepted
          by The Chase Manhattan Bank, incorporated by reference to Exhibit
          4.21 of the Registrant's 1997 10-K.

   4.24   The Interlake Corporation 1986 Stock Incentive Program, as
          amended, incorporated by reference to Exhibit 4.10 of the
          Registrant's Amendment No. 1 to Form S-8 filed March 1, 1997
          (No. 33-58908).

   4.25   The Interlake Corporation 1989 Stock Incentive Program, as
          amended, incorporated by reference to Exhibit 4.10 of the
          Registrant's Amendment No. 1 to Form S-8 filed March 1, 1997
          (No. 33-58908).

   4.26   The Interlake Corporation 1997 Stock Incentive Program,
          incorporated by reference to Exhibit 10.18 of the 1997 10-K.

   4.27+  The Interlake Corporation's 1998 Stock Incentive Program.

   4.28   Form of Non-Qualified Stock Option Agreement dated as of January
          22, 1998, incorporated by reference to Exhibit 10.12 of the
          Registrant's 1997 10-K.

   4.29   Form of Non-Qualified Stock Option Agreement dated as of January
          28, 1997, incorporated by reference to Exhibit 10.10 of the 
          Registrant's Annual Report on Form 10-K for the year ended
          December 29, 1996, File No. 1-9149 (the "1996 10-K")

   4.30   Form of Non-Qualified Stock Option Agreement dated as of January
          25, 1996, incorporated by reference to Exhibit 10.9 of the 
          Registrant's Annual Report on Form 10-K for the year ended
          December 25, 1995, File no. 1-9149 (the "1995 10-K")

   5      Opinion of John M. O'Donnell, Associate General Counsel and
          Assistant Secretary of the Registrant, regarding the validity of the
          shares offered

   23     Consents of Experts and Counsel
    
          23.1  Consent of John M. O'Donnell (included in Exhibit 5)

          23.2  Consent of Price Waterhouse LLP

   24     Power of Attorney

+Denotes Exhibits filed herewith



                                                               Exhibit 4.27

                                      


                         THE INTERLAKE CORPORATION
                        1998 STOCK INCENTIVE PROGRAM


             1.   Purpose.  The purpose of The Interlake Corporation 1998 Stock
Incentive Program (the "Program") is to attract and retain outstanding
individuals as directors, officers and key employees of The Interlake
Corporation (the "Corporation") and its Subsidiaries (as defined herein)
and to furnish incentives for superior performance by providing such
persons opportunities ("Benefits") to acquire shares of the Corporation's
common stock, $1 par value, or any security into which such shares may be
changed by reason of any transaction or event of the type described in
Paragraph 15(a) hereof ("Common Stock").

             2.   Administration.  The Program will be administered by the
Management Development and  Compensation Committee (the "Committee") of
the Corporation's Board of Directors (the "Board").  The Committee shall
consist of not less than three directors as the Board may designate from
time to time, each of whom shall be a "Non-Employee Director" within the
meaning of Rule 16b-3 of the Securities and Exchange Commission and an
"Outside Director" within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code").  The interpretation and
construction by the Committee of any provision of the Program or of any
agreement, notification or document evidencing the grant of any Benefits
and any determination by the Committee pursuant to any provision of this
Program or of any such agreement, notification or document shall be final
and conclusive.  No member of the Committee shall be liable for any such
action or determination made in good faith.

             3.   Participants.  Participants in the Program will consist of
such directors, officers or key employees of the Corporation or any Subsidiary
(or any person who has agreed to commence serving in any of such
capacities within 90 days following the granting of Benefits to such
person) as the committee in its sole discretion may designate from time to
time to receive Benefits hereunder  (each a "Participant").  The
Committee's designation of a Participant at any time shall not require the
Committee to designate such person to receive a Benefit at any other time,
or, if so designated, to receive the same type or amount of Benefit at any
other time, or as may be received by any other Participant at any time. 
The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of their
respective Benefits.

             4.   Types of Benefits.  Benefits under the Program may be granted
in any one or a combination of (a) Stock Options, (b) Restricted Shares,
and (c) Shares in Lieu of Certain Cash Payments, all as described below in
Paragraphs 6 through 9 hereof.

             5.   Shares Reserved Under the Program.  (a) Subject to adjustment
as provided in Section 15(a) of this Program, the number of shares of
Common Stock that may be issued or transferred (I) upon the exercise of
Stock Options, (ii) as Restricted Shares and released from substantial
risks of forfeiture thereof, or (iii) as Shares in Lieu of Certain Cash
Payments shall not exceed in the aggregate 1,150,000 shares plus any
shares relating to Benefits that expire or are forfeited or cancelled. 
Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing.  Upon the payment of any Option Price by the
transfer to the Corporation of shares of Common Stock or upon satisfaction
of any withholding amount by means of transfer or relinquishment of shares
of Common Stock, there shall be deemed to have been issued or transferred
under this Program only the net number of shares of Common Stock actually
issued or transferred by the Corporation.       

             (b)  Notwithstanding anything in this Section 5, or elsewhere in
this Program, to the contrary, the aggregate number of shares of Common
Stock actually issued or transferred by the Corporation upon the exercise
of Incentive Stock Options shall not exceed 1,150,000 shares, subject to
adjustments as provided in Section 15(a) of this Program.  Further, no
Participant shall be granted Stock Options for more than 575,000 shares of
Common Stock during any three year period, subject to adjustments as
provided in Section 15(a) of this Program.

             (c)  Notwithstanding any other provision of this Program to the
contrary, in no event shall any Participant in any calendar year receive
more than 100,000 Restricted Shares, subject to adjustments as provided in
Section 15(a) of this Program.

             6.   Definitions.  As used in the Program,

                  (a)  The term "Date of Grant" means the date specified by the
             Committee on which a grant of a Stock Option, Restricted Shares or
             Shares in Lieu of Certain Cash Payments shall become effective
             (which date shall not be earlier than the date on which the
             Committee takes action with respect thereto).

                  (b)  The term "Effective Date" shall be the date on which the
             1998 Stock Incentive Program is approved by the stockholders of
             the Corporation in accordance with Section 18.

                  (c)  The term "Incentive Stock Options" means Stock Options
             that are intended to qualify as "incentive stock options" under
             Section 422 of the Code or any successor provision.

                  (d)  The term "Management Objectives" means measurable
             performance objectives established by the Committee pursuant to
             this Program for Participants who have received, when so
             determined by the Committee, Stock Options or Restricted Shares.
             Management Objectives may be described in terms of
             Corporation-wide objectives or objectives that are related to the
             performance of the Common Stock, the individual Participant or of
             the Subsidiary, division, department, region or function within
             the Corporation or Subsidiary in which the Participant is
             employed.  The Management Objectives may be made relative to the
             performance of other corporations.  If the Committee determines
             that a change in the business, operations, corporate structure
             or capital structure of the Corporation, or the manner in which
             it conducts its business, or other events or circumstances render
             the Management Objectives unsuitable, the Committee may in its
             discretion modify such Management Objectives, in whole or in part,
             as the Committee deems appropriate and equitable.

                  (e)  The term "Market Value per Share" means, at any date,
             the average of the high and low price of the Common Stock on that
             date (or, if there are no sales on that date, the last preceding
             date on which there was a sale) on (i) the New York Stock Exchange
             Composite Transactions or (ii) any national securities exchange
             on which the Common Stock is traded if it is not traded on the
             New York Stock Exchange or (iii) The Nasdaq Stock Market if the
             Common Stock is listed thereon and is not traded on any national
             securities exchange, in each case as reported by The Wall Street
             Journal, corrected for reporting errors.

                  (f)  The term "Optionee" means the optionee named in an
             agreement evidencing an outstanding Stock Option.

                  (g)  The term "Option Price" means the purchase price per
             share payable on exercise of a Stock Option.

                  (h)  The term "Restricted Shares" means an award of shares
             of Common Stock granted pursuant to Paragraph 8 of the Program.

                  (i)  The term "Shares in Lieu of Certain Cash Payments" means
             shares of Common Stock granted pursuant to Paragraph 9 hereof.

                  (j)  The term "Stock Option" means an option to purchase
             Common Stock granted pursuant to Paragraph 7 of the Program.

                  (k)  The term "Subsidiary" means a corporation, company or
             other entity (i) more than 50 percent of whose outstanding shares
             or securities (representing the right to vote for the election of
             directors or other managing authority) are, or (ii) which does not
             have outstanding shares or securities (as may be the case in a
             partnership, joint venture or unincorporated association), but
             more than 50 percent of whose ownership interest representing the
             right generally to make decisions for such other entity is, now or
             hereafter, owned or controlled, directly or indirectly, by the
             Corporation except that for purposes of determining whether any
             person may be a Participant for purposes of any grant of Incentive
             Stock Options, "Subsidiary" means any corporation in which at the
             time the Corporation owns or controls, directly or indirectly,
             more than 50 percent of the total combined voting power
             represented by all classes of stock issued by such corporation.

             7.   Stock Options.  The Committee may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
Participants of options to purchase shares of Common Stock.  Each such
grant may utilize any or all the authorizations, and shall be subject to
all of the limitations, contained in the following provisions:

                  (a)  Each grant shall specify the number of shares of Common
             Stock to which it pertains, subject to limitations set forth in
             Section 5 of this Program.  

                  (b)  Each grant shall specify an Option Price which shall not
             be less than the Market Value per Share on the Date of Grant.

                  (c)  Each grant shall specify that the Option Price shall be
             payable at the time of exercise in cash or by check acceptable to
             the Corporation.  Any grant may also provide for payment of the
             Option Price by the transfer to the Corporation of (i) shares of
             Common Stock owned by the Optionee and having a Market Value at
             the time of exercise equal to the total Option Price or (ii) a
             combination of cash and shares of Common Stock owned by the
             Optionee and having a combined Market Value equal to the total
             Option Price.

                  (d)  The Committee may also determine, at or after the Date
             of Grant, that payment of the Option Price of any option (other
             than an Incentive Stock Option) may also be made in whole or in
             part in the form of Restricted Shares or other shares of Common
             Stock that are forfeitable or subject to restrictions on transfer
             (based, in each case, on the Market Value per Share on the date
             of exercise) or other Stock Options (based on the difference
             (the "Spread") between the Market Value and the exercise price of
             such option on the date of exercise).  Unless otherwise determined
             by the Committee at or after the Date of Grant, whenever any
             Option Price is paid in whole or in part by means of any of the
             forms of consideration specified in this paragraph, the shares of
             Common Stock received upon the exercise of the Stock Options shall
             be subject to such risks of forfeiture or restrictions on transfer
             as may correspond to any that apply to the consideration
             surrendered, but only to the extent of (i) the number of shares
             so surrendered, or (ii) the Spread of any unexercisable portion
             of Stock Options.

                  (e)  Any grant may provide for deferred payment of the Option
             Price from the proceeds of sale through a bank or broker on a date
             satisfactory to the Corporation of some or all of the shares to
             which such exercise relates.

                  (f)  Successive grants may be made to the same Participant
             whether or not any Stock Options previously granted to such
             Participant remain unexercised.

                  (g)  Each grant shall specify the period or periods of
             continuous employment by the Optionee with the Corporation or of
             continuous service by the Optionee as a director of the
             Corporation which is necessary before a Stock Option or any
             installment thereof will become exercisable and may provide that
             the exercise of a Stock Option or any installment thereof will
             be accelerated for any reason stated therein.  Any grant may
             specify Management Objectives that must be achieved as a condition
             to the exercise of such Stock Option.

                  (h)  Stock Options granted under the Program may be
             (i) options which are intended to qualify under particular
             provisions of the Code (including Incentive Stock Options),
             (ii) options which are not intended to so qualify, or
             (iii) combinations of the foregoing.

                  (i)  No Stock Option shall be exercisable more than ten years
             from the Date of Grant.

                  (j)  Each grant of Stock Options shall be evidenced by an
             agreement executed on behalf of the Corporation by an officer
             thereof and delivered to the Optionee and containing such terms
             and provisions, consistent with the Program, as the Committee may
             approve.

             8.   Restricted Shares.  The Committee may from time to time and
upon such terms and conditions as it may determine, authorize the granting
to Participants of Restricted Shares.  A Restricted Share constitutes an
immediate transfer of ownership of Common Shares to the Participant in
consideration of the performance of services, entitling such Participant
to voting, dividend and other ownership rights, but subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.  Each grant may utilize any or all of the authorizations, and
shall be subject to all of the limitations, contained in the following
provisions:

                  (a)  Subject to the provisions of Section 5, each such grant
             shall specify the number of shares of Common Stock to which it
             relates.  

                  (b)  Each such grant or sale may be made without additional
             consideration or in consideration of a payment by such Participant
             that is less than Market Value per Share at the Date of Grant.

                  (c)  Each such grant shall be subject to such conditions,
             limitations, restrictions and other matters, and shall be subject
             to forfeiture or lapse in such circumstances, as the Committee may
             prescribe; provided, however, that all or a portion of the shares
             of Common Stock covered by such grant shall be subject, for a
             period to be determined by the Committee at the Date of Grant, to
             a substantial risk of forfeiture within the meaning of Section 83
             of the Code or any successor or substitute provision thereof and
             of the regulations issued thereunder.  Any grant of Restricted
             Shares may specify Management Objectives which, if achieved,
             will result in termination or early termination of the
             restrictions applicable to such shares.  The Committee shall
             have authority to cause a grant of Restricted Shares to provide
             that termination of restrictions applicable to such Restricted
             Shares or any installment thereof will be accelerated for any
             reason stated therein.

                  (d)  Each such grant shall specify that the Committee may at
             any time amend, suspend or terminate the Restricted Share grant
             covered thereby, provided that, in the case of an amendment, the
             amended grant of Restricted Shares shall conform to the provisions
             of the Program.

                  (e)  Each such grant or sale shall provide that during the
             period for which such substantial risk of forfeiture is to
             continue, the transferability of the Restricted Shares shall be
             prohibited or restricted in the manner and to the extent
             prescribed by the Committee at the Date of Grant (which
             restrictions may include, without limitation, rights of repurchase
             or first refusal in the Corporation or provisions subjecting the
             Restricted Shares to a continuing substantial risk of forfeiture
             in the hands of any transferee).

                  (f)  Any such grant or sale of Restricted Shares may require
             that any or all dividends or other distributions paid thereon
             during the period of such restrictions be automatically deferred
             and reinvested in additional Restricted Shares, which may be
             subject to the same restrictions and substantial risks of
             forfeiture as the underlying award.

                  (g)  Each grant or sale of Restricted Shares shall be
             evidenced by an agreement executed on behalf of the Corporation
             by any officer and delivered to and accepted by the Participant
             and shall contain such terms and provisions, consistent with
             this Program, as the Committee may approve.  Unless otherwise
             directed by the Committee, all certificates representing
             Restricted Shares shall be held in custody by the Corporation
             until all restrictions thereon shall have lapsed, together with a
             stock power executed by the Participant in whose name such
             certificates are registered, endorsed in blank and covering such
             Shares.

             9.   Shares in Lieu of Certain Cash Payments.  The Committee may
also authorize the granting of shares of Common Stock in lieu of cash
which would otherwise be payable as a bonus, pursuant to any incentive
compensation plan or otherwise, to Participants.  Each such grant may
utilize any or all of the authorizations, and shall be subject to all of
the limitations, contained in the following provisions:

                  (a)  The proportion of any such bonus to be paid in shares of
             Common Stock shall be as determined by the Committee.

                  (b)  The number of whole shares to be delivered in lieu of
             cash shall be determined by dividing the value of the portion of
             the bonus to be paid in shares of Common Stock by the Market Value
             per Share as of a date selected by the Committee. The value of
             fractional shares shall be added to the cash portion of the bonus.

                  (c)  None of the shares of Common Stock granted pursuant to
             this Paragraph 9 shall be subject to a substantial risk of
             forfeiture within the meaning of Section 83 of the Code or any
             successor or substitute provision thereof and of the regulations
             issued thereunder.

                  (d)  Each grant shall be evidenced by a written notification
             executed on behalf of the Corporation by an officer thereof and
             delivered to the Participant.

                  (e)  Except to the extent provided in this Paragraph 9, no
             cash bonus, whether payable pursuant to an incentive compensation
             plan or otherwise, shall constitute a part of the Program or be
             affected by the Program.

             10.  Limitation of Transferability.  Except as otherwise
determined y the Committee, no Stock Option shall be transferable otherwise
than by will or the laws of descent and distribution and Stock Options shall be
exercisable during the lifetime of the Participant to whom such Stock
Option has been granted only by him or by his guardian or legal
representative, and after such Participant's death shall be exercisable
only by his legal representative.  

             11.  Other Provisions.  The award of any Benefit under the Program
may also be subject to other provisions (whether or not applicable to the
Benefit awarded to any other Participant) as the Committee determines
appropriate, including, without limitation, restrictions on resale or
other disposition, such provisions as may be appropriate to comply with
federal and state securities laws and stock exchange requirements, and
understandings or conditions as to the Participant's employment, in
addition to those specifically provided for under the Program.

             12.  Manner of Action by the Corporation.  The Secretary of the
Corporation (or such other officer as the Chief Executive Officer of the
Corporation may from time to time designate) shall supervise the
maintenance of records for all Participants in the Program.  Any
determination of such officer, if approved by the Committee, shall be
binding and conclusive for all purposes.

             13.  Taxes.  To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under
this Plan, and the amounts available to the Corporation for the
withholding are insufficient, it shall be a condition to the receipt of
any such payment or the realization of any such benefit that the
Participant or such other person make arrangements satisfactory to the
Corporation for payment of the balance of any taxes required to be
withheld.  At the discretion of the Committee, any such arrangements may
include relinquishment of a portion of any such payment or benefit.  The
Corporation and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to
which withholding is not required.

             14.  Tenure.  A Participant's right, if any, to continue to serve
the Corporation as a director, officer or employee shall not be enlarged
or otherwise affected by the establishment of the Program or his
designation as a Participant.

             15.  Adjustment Provisions.  (a) The Committee shall make or
provide for such adjustments in the number of shares of Common Stock covered
by outstanding Stock Options granted hereunder, in the Option Price
applicable to such Stock Options, and in the kind of securities covered
thereby, as the Committee in its sole discretion, exercised in good faith,
determines is equitably required to prevent dilution or enlargement of the
rights of Optionees that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation, or (b) any merger,
consolidation, spin-off, reorganization, partial or complete liquidation,
repurchase or exchange of shares, issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing.  Moreover, in the event
of any such transaction or event, the Committee, in its discretion, may
provide in substitution for any or all outstanding Benefits under this
Program such alternative consideration as it, in good faith, may determine
to be equitable in the circumstances and may require in connection
therewith the surrender of all Benefits so replaced.  The Committee shall
also make or provide for such adjustments in the numbers of shares
specified in Section 5 of the Program as the Committee in its sole
discretion, exercised in good faith, determines is appropriate to reflect
any transaction or event described in the preceding sentence.

             (b)  Notwithstanding any other provision of the Program, and
without affecting the number of shares available hereunder, the Committee may
authorize the issuance or assumption of Benefits in connection with any
merger, consolidation, acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem appropriate.

             16.  Fractional Shares.  The Corporation shall not be required to
issue any fractional shares of Common Stock pursuant to this Program.  The
Corporation may provide for the elimination of fractions or for the
settlement of fractions in cash.

             17.  Amendment and Termination of Benefits and the Program.
(a) The Committee may at any time and from time to time amend, suspend or
terminate the Program; provided, however, that any amendment which must be
approved by the stockholders of the Corporation in order to comply with
applicable law or the rules of the principal national securities exchange
upon which the shares of Common Stock are traded or quoted shall not be
effective unless and until such approval has been obtained. No Benefit
shall be granted pursuant to the Program after the tenth anniversary of
the Effective Date.

             (b)  The Committee may, with the concurrence of the affected
Optionee, amend or cancel any agreement evidencing Stock Options granted
under this Program; provided, however, that no such amendment will lower
the exercise price of any outstanding option, and no such amendment will
cause any Stock Option to cease to qualify as "performance-based" within
the meaning of Section 162(m) of the Code.  In the event of cancellation,
the Committee may authorize the granting of new Stock Options (which may
or may not cover the same number of shares which had been the subject of
the prior agreement) in such manner, at such Option Price, and subject to
the same terms, conditions and descriptions, as under the Program would
have been applicable had the cancelled Stock Options not been granted;
provided, however, that in the event of a cancellation of a holders' Stock
Options, such Stock Options may not be reissued to such holder at a lower
price.

             (c)  In case of termination of employment or cessation of services
as a director, in each case by reason of death, disability or retirement
under a retirement plan of the Corporation or any Subsidiary or in the
case of hardship or other special circumstances of a Participant who holds
a Stock Option not immediately exercisable in full, or any Restricted
Shares as to which a condition, limitation, restriction or substantial
risk of forfeiture has not lapsed, the Committee may, in its sole
discretion, accelerate the time at which such Stock Option may be
exercised or the time at which such condition, limitation, restriction or
substantial risk of forfeiture will lapse.

             (d)  Presentation of the Program or any amendment to the Program
for stockholder approval is not to be construed to limit the Corporation's
authority to offer similar or dissimilar benefits through plans or
programs that are not subject to stockholder approval.

             18.  Effective Date.  This 1998 Stock Incentive Program shall
become effective on the date (the "Effective Date") that it is approved by the
affirmative vote of a majority of the shares present or represented at an
annual or special meeting of stockholders of the Corporation and entitled
to vote on the subject matter; provided that such stockholder approval is
obtained within 12 months after the adoption of this 1998 Stock Incentive
Program by the Board.  
                                      


                                                                  Exhibit 5





                               May 7, 1998




The Board of Directors of
The Interlake Corporation
550 Warrenville Road
Lisle, Illinois 60532

                     Re:  1989 Stock Incentive Program
                          1997 Stock Incentive Program
                          1998 Stock Incentive Program

Ladies and Gentlemen:

             I am Associate General Counsel and Assistant Secretary of The
Interlake Corporation, a Delaware corporation (the "Company") and as such
I am familiar with the circumstances surrounding the adoption and
administration of the Company's 1989 Stock Incentive Program (the "1989
Program"), the Company's 1997 Stock Incentive Program (the "1997 Program")
and the Company's 1998 Stock Incentive Program (the "1998 Program").  In
my capacity as counsel, I or a member of my staff have examined the
originals, or certified, conformed or reproduction copies of all records,
agreements, instruments and documents, and have reviewed such matters of
law as I have deemed necessary for purposes of this opinion, and based
thereupon I am of the opinion that the shares of the Company's Common
Stock, par value $1.00 per share (not to exceed #623,920 shares), that may
be issued and sold pursuant to the 1989 Program, and like shares (not to
exceed 1,150,000 shares) that may be issued and sold pursuant to the 1997
Program, and like shares (not to exceed 1,150,000 shares) that may be
issued and sold pursuant to the 1998 Program will be, when issued and sold
in accordance with each Program and upon the Company's receipt of legal
consideration therefor, duly authorized, validly issued, fully paid and
nonassessable.

             I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-8 dated the date hereof.

                                            Very truly yours,


                                            /s/John M. O'Donnell

                                            John M. O'Donnell



                                                               Exhibit 23.2


                     CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1998 appearing
on page 19 of The Interlake Corporation's Annual Report on Form 10-K for
the year ended December 28, 1997.



/s/PRICE WATERHOUSE LLP

Chicago, Illinois
May 7, 1998


                                                                 Exhibit 24

                                DIRECTORS OF
                         THE INTERLAKE CORPORATION

                             POWER OF ATTORNEY

        The undersigned directors of The Interlake Corporation ("Company")
hereby constitute and appoint W. Robert Reum, Stephen Gregory and Stephen
R. Smith, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney of the undersigned, to sign and
file under the Securities Act of 1933, as amended, (i) the Company's
registration statements on Form S-8 relating to the registration of shares
of common stock, par value $1, of the Company to be issued pursuant to
stock options which have been granted under the Company's 1989 Stock
Incentive Program, 1997 Stock Incentive Program or 1998 Stock Incentive
Program; (ii) one or more registration statements on Form S-8 relating to
the registration of shares of common stock, par value $1, of the Company
to be issued pursuant to stock options which may in the future be granted
under the Company's 1989 Stock Incentive Program, 1997 Stock Incentive
Program or 1998 Stock Incentive Program, (iii) any and all amendments and
exhibits thereto, including post-effective amendments, and (iv) any and
all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration statements or
amendments, with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the
premises, hereby ratifying and approving the acts of said attorney and any
of them and any such substitute.


EXECUTED this 23rd day of April, 1998.


/s/John A. Canning                         /s/James C. Cotting
John A. Canning, Director                  James C. Cotting, Director

/s/John E. Jones                           /s/Frederick C. Langenberg
John E. Jones, Director                    Frederick C. Langenberg, Director

/s/Quentin C. McKenna                      
Quentin C. McKenna, Director               William G. Mitchell, Director

                                     
Erwin E. Schulze, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 52461}]
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As filed with the Securities and Exchange Commission on May 7, 1998
                                              Registration No. 33-       
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549
                                              
                                FORM S-8
                         REGISTRATION STATEMENT
                                 Under
                       THE SECURITIES ACT OF 1933
                                              
                       THE INTERLAKE CORPORATION
           (Exact name of registrant as specified in its charter)
     Delaware                                     36-3428543
(State of Incorporation)               (I.R.S. Employer Identification No.)
                           550 Warrenville Road
                          Lisle, Illinois  60532
                 (Address of Principal Executive Offices)
                                                
                       1989 STOCK INCENTIVE PROGRAM
                       1997 STOCK INCENTIVE PROGRAM
                       1998 STOCK INCENTIVE PROGRAM
                         (Full Title of the Plan)
                                                
                            STEPHEN R. SMITH,
              Vice President, Secretary and General Counsel
                        The Interlake Corporation
               550 Warrenville Road, Lisle, Illinois  60532
                 (Name and address of agent for service)
                                     
      Telephone number, including area code, of agent for service: 
                              (630) 719-7204

                      CALCULATION OF REGISTRATION FEE

Title of                        Proposed          Proposed
Securities       Amount         Maximum           Maximum         Amount of
to be             to be      Offering Price      Aggregate      Registration
Registered     Registered      Per Share*     Offering Price*        Fee

                1,045,000       $3.4375         $3,592,188       $1,059.70
Common Stock      150,000       $4.375          $  656,250       $  193.59
Par Value $1    1,728,920       $4.5625         $7,888,198       $2,327.02

* Estimated solely for purposes of calculating the amount of registration fee
pursuant to Rule 457(h) of the Securities and Exchange Commission and based on 
the exercise price of options currently outstanding, and otherwise based
on the average of the high and low prices reported in the consolidated
reporting system for the New York Stock Exchange as of May 4, 1998. 

                                  PART II.

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Throughout this registration statement "Issuer" or "Registrant" means
The Interlake Corporation.

Item 3.   Incorporation of Documents by Reference.

     The following documents previously filed with the Securities and
Exchange Commission by the Issuer are incorporated herein by reference:  

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 28, 1997 (the "1997 10-K"); and 

     (b)  The Description of Capital Stock of the Company set forth as
          Exhibit 28 to the Company's Annual Report on Form 10-K for the
          Fiscal Year ended December 27, 1992 and any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") sets forth provisions which define the extent to which a corporation
organized under the laws of Delaware may indemnify directors, officers,
employees and agents.  Article Thirteenth of the Registrant's Restated
Certificate of Incorporation and Article III, Section 8, of the Registrant's
By-laws provide for the indemnification by the Registrant of each person who
is or was or had agreed to become a director, officer, employee or agent of
the Registrant, or, at the request of the Registrant, a director, officer,
employee or agent of another enterprise, against all expenses and other
amounts for which indemnification may be made under law.  Under the GCL,
directors and officers as well as employees and individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits
and proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation as a derivative
action) if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.

     The Registrant also maintains directors' and officers' reimbursement and
liability (including fiduciary liability) insurance and has entered into
agreements with its directors and certain officers providing for
indemnification in certain events.

Item 8.   Exhibits.

The Exhibit Index is incorporated by reference into this Item 8 in its
entirety from the Exhibit Index attached hereto beginning after the signature
page below.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section (10)(a)(3)
          of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information
          set forth in the registration statement;

               (iii)     To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such information
          in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons or the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in a successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Village of Lisle, State of Illinois, on the 7th day of May, 1998.

                                     THE INTERLAKE CORPORATION

                                     By/s/ Stephen R. Smith 
                                       Stephen R. Smith
                                       Vice President, Secretary and General
                                         Counsel

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacities and on the date indicated.

   Signature                Title                         

                       Director, Chairman of
                       the Board, President and
/s/ W. Robert Reum     Chief Executive Officer         Date:
W. Robert Reum         (Principal Executive Officer)   May 7, 1998

                       Vice President - Finance
                       and Chief Financial Officer     Date:
/s/ Stephen Gregory    (Principal Financial Officer)   May 7, 1998
Stephen Gregory

                       
                       

John A. Canning Jr.         Director  )    By:  /s/ Stephen R. Smith
                                      )         Stephen R. Smith
James C. Cotting            Director  )         Attorney-In-Fact
                                      )
John E. Jones               Director  )    Date:  May 7, 1998
                                      )
Frederick C. Langenberg     Director  )
                                      )
Quentin C. McKenna          Director  )
                                      

*  Powers of attorney authorizing Stephen R. Smith to sign this
   registration statement on behalf of the individuals named above is on
   file with the Registrant and the Registrant undertakes to provide them
   to the  Securities and Exchange Commission upon request.

                               EXHIBIT INDEX

Exhibit
Number                      Item

4  Instruments Defining the Rights of Security Holders

   4.1    Composite of the Registrant's Restated Certificate of Incorporation
          as amended, incorporated by reference to Exhibit 3.1 of the
          Registrant's Registration Statement on Form S-2, File No. 33-59003,
          as amended (the "1995 Debt S-2")

   4.2    Bylaws of Registrant as amended and restated dated August 23,
          1990, incorporated by reference to Exhibit 3(b) of the Registrant's
          Annual Report on Form 10-K for the year ended December 30, 1990,
          File No. 1-9149 (the "1990 10-K")

   4.3    Form of Indenture (including form of  Senior Note), incorporated
          by reference to Exhibit 4.1 of the 1995 Debt S-2

   4.4    Form of Indenture (including form of Senior Subordinated
          Debenture), incorporated by reference to Exhibit 4.1 of the
          Registrant's Registration Statement on Form S-2, File No. 33-46247,
          as amended

   4.5    Rights Agreement dated as of January 26, 1989 between the
          Registrant and the First National Bank of Chicago, as Rights Agent,
          (the "Rights Agreement") incorporated by reference to Exhibit 2 of
          the Registrant's Registration Statement on Form 8-A dated as of
          January 27, 1989, File No. 1-9149

   4.6    Amendment to Rights Agreement dated as of August 15, 1989,
          incorporated by reference to Exhibit (a) of the Company's Form 8-A/A
          dated May 23, 1990, File No. 1-9149

   4.7    Amendment to Rights Agreement dated as of May 7, 1990,
          incorporated by reference to Exhibit (b) of the Company's Form 8-A/A
          dated May 23, 1990, File No. 1-9149

   4.8    Form of Amendment to Rights Agreement, incorporated by reference
          to Exhibit 4.5 of the Registrant's Registration Statement on Form
          S-2, File No. 33-46248, as amended (the "Common Stock S-2")

   4.9    Amendment to Rights Agreement dated as of April 13, 1994,
          incorporated by reference to Exhibit 7 of the Company's Form 8-A/A
          dated April 19, 1994, File No. 1-9149

   4.10   Preferred Stock Purchase Agreement dated as of March 6, 1992
          among the Registrant and the persons listed on the Schedule of
          Purchasers attached thereto, incorporated by reference to Exhibit 4.6
          of the Common Stock S-2

   4.11   Revised Form of Registration Rights Agreement among the
          Registrant and the parties listed on the signature pages thereof,
          incorporated by reference to Exhibit 4.4 of the Registrant's
          Post-Effective Amendment No. 4 to the Registration Statement on
          Form S-2, File No. 33-37041 (the "IRN Post-Effective Amendment
          No. 4")

   4.12   Form of Series 1 Junior Convertible Subordinated Debenture,
          incorporated by reference to Exhibit 4.11 of the Common Stock S-2

   4.13   Form of Series 2 Junior Convertible Subordinated Debenture,
          incorporated by reference to Exhibit 4.12 of the Common Stock S-2

   4.14   Series A-3 Preferred Stock Purchase Agreement dated as of May 7,
          1992 by and between the Registrant and the persons listed on the
          signature pages thereto, incorporated by reference to Exhibit 4.9 of
          the IRN Post-Effective Amendment No. 4

   4.15   Form of Series 3 Junior Convertible Subordinated Debenture
          (Exchange Debentures relating to the Series A-3 Preferred Stock),
          incorporated by reference to Exhibit 4.10 of the IRN Post-Effective
          Amendment No. 4

   4.16   Stock Purchase Agreement dated November 2, 1989 between the
          Registrant and LaSalle National Bank, trustee for The Interlake
          Corporation Employee Stock Ownership Plan, incorporated by reference
          to Exhibit 10(v) of the Registrant's Annual Report on Form 10-K for
          the year ended December 29, 1991, File No. 1-9149 (the "1991 10-K")

   4.17   Second Amended and Restated Credit Agreement dated as of
          December 22, 1997, among the Registrant, The Chase Manhattan Bank and
          The First National Bank of Chicago, incorporated by reference to
          Exhibit 4.15 of the Registrant's Annual Report on Form 10-K for the
          year ended December 28, 1997 File No. 1-9149 (the "1997 10-K").

   4.18   Note dated December 22, 1997, payable from the Registrant to The
          Chase Manhattan Bank, incorporated by reference to Exhibit 4.16 of
          the 1997 10-K.

   4.19   Note dated December 22, 1997, payable from the Registrant to The
          First National Bank of Chicago, incorporated by reference to Exhibit
          4.17 of the Registrant's 1997 10-K.

   4.20   Pledge Agreement dated September 27, 1989, made by the
          Registrant and accepted by The Chase Manhattan Bank, incorporated by
          reference to Exhibit 10(t) of the Registrant's Annual Report on Form
          10-K for the year ended December 31, 1989, File No. 1-9149

   4.21   Amended and Restated Security Agreement dated September 27, 1989
          and amended and restated as of August 17, 1992 between the Registrant
          and The Chase Manhattan Bank, incorporated by reference to Exhibit
          4.27 of the Registrant's Annual Report on Form 10-K for the year
          ended December 27, 1992, File No. 1-9149 (the "1992 10-K")

   4.22   Amended and Restated Security Agreement dated as of September
          27, 1989 and amended and restated as of August 17, 1992, among
          certain Subsidiaries of the Registrant and The Chase Manhattan Bank,
          incorporated by reference to Exhibit 4.28 of the 1992 10-K

   4.23   Confirmation and Guaranty of Security Interest dated December
          22, 1997, made by certain Subsidiaries of the Registrant and accepted
          by The Chase Manhattan Bank, incorporated by reference to Exhibit
          4.21 of the Registrant's 1997 10-K.

   4.24   The Interlake Corporation 1986 Stock Incentive Program, as
          amended, incorporated by reference to Exhibit 4.10 of the
          Registrant's Amendment No. 1 to Form S-8 filed March 1, 1997
          (No. 33-58908).

   4.25   The Interlake Corporation 1989 Stock Incentive Program, as
          amended, incorporated by reference to Exhibit 4.10 of the
          Registrant's Amendment No. 1 to Form S-8 filed March 1, 1997
          (No. 33-58908).

   4.26   The Interlake Corporation 1997 Stock Incentive Program,
          incorporated by reference to Exhibit 10.18 of the 1997 10-K.

   4.27+  The Interlake Corporation's 1998 Stock Incentive Program.

   4.28   Form of Non-Qualified Stock Option Agreement dated as of January
          22, 1998, incorporated by reference to Exhibit 10.12 of the
          Registrant's 1997 10-K.

   4.29   Form of Non-Qualified Stock Option Agreement dated as of January
          28, 1997, incorporated by reference to Exhibit 10.10 of the 
          Registrant's Annual Report on Form 10-K for the year ended
          December 29, 1996, File No. 1-9149 (the "1996 10-K")

   4.30   Form of Non-Qualified Stock Option Agreement dated as of January
          25, 1996, incorporated by reference to Exhibit 10.9 of the 
          Registrant's Annual Report on Form 10-K for the year ended
          December 25, 1995, File no. 1-9149 (the "1995 10-K")

   5      Opinion of John M. O'Donnell, Associate General Counsel and
          Assistant Secretary of the Registrant, regarding the validity of the
          shares offered

   23     Consents of Experts and Counsel
    
          23.1  Consent of John M. O'Donnell (included in Exhibit 5)

          23.2  Consent of Price Waterhouse LLP

   24     Power of Attorney

+Denotes Exhibits filed herewith

                                                               Exhibit 4.27

                                      

                         THE INTERLAKE CORPORATION
                        1998 STOCK INCENTIVE PROGRAM

             1.   Purpose.  The purpose of The Interlake Corporation 1998 Stock
Incentive Program (the "Program") is to attract and retain outstanding
individuals as directors, officers and key employees of The Interlake
Corporation (the "Corporation") and its Subsidiaries (as defined herein)
and to furnish incentives for superior performance by providing such
persons opportunities ("Benefits") to acquire shares of the Corporation's
common stock, $1 par value, or any security into which such shares may be
changed by reason of any transaction or event of the type described in
Paragraph 15(a) hereof ("Common Stock").

             2.   Administration.  The Program will be administered by the
Management Development and  Compensation Committee (the "Committee") of
the Corporation's Board of Directors (the "Board").  The Committee shall
consist of not less than three directors as the Board may designate from
time to time, each of whom shall be a "Non-Employee Director" within the
meaning of Rule 16b-3 of the Securities and Exchange Commission and an
"Outside Director" within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code").  The interpretation and
construction by the Committee of any provision of the Program or of any
agreement, notification or document evidencing the grant of any Benefits
and any determination by the Committee pursuant to any provision of this
Program or of any such agreement, notification or document shall be final
and conclusive.  No member of the Committee shall be liable for any such
action or determination made in good faith.

             3.   Participants.  Participants in the Program will consist of
such directors, officers or key employees of the Corporation or any Subsidiary
(or any person who has agreed to commence serving in any of such
capacities within 90 days following the granting of Benefits to such
person) as the committee in its sole discretion may designate from time to
time to receive Benefits hereunder  (each a "Participant").  The
Committee's designation of a Participant at any time shall not require the
Committee to designate such person to receive a Benefit at any other time,
or, if so designated, to receive the same type or amount of Benefit at any
other time, or as may be received by any other Participant at any time. 
The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of their
respective Benefits.

             4.   Types of Benefits.  Benefits under the Program may be granted
in any one or a combination of (a) Stock Options, (b) Restricted Shares,
and (c) Shares in Lieu of Certain Cash Payments, all as described below in
Paragraphs 6 through 9 hereof.

             5.   Shares Reserved Under the Program.  (a) Subject to adjustment
as provided in Section 15(a) of this Program, the number of shares of
Common Stock that may be issued or transferred (I) upon the exercise of
Stock Options, (ii) as Restricted Shares and released from substantial
risks of forfeiture thereof, or (iii) as Shares in Lieu of Certain Cash
Payments shall not exceed in the aggregate 1,150,000 shares plus any
shares relating to Benefits that expire or are forfeited or cancelled. 
Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing.  Upon the payment of any Option Price by the
transfer to the Corporation of shares of Common Stock or upon satisfaction
of any withholding amount by means of transfer or relinquishment of shares
of Common Stock, there shall be deemed to have been issued or transferred
under this Program only the net number of shares of Common Stock actually
issued or transferred by the Corporation.       

             (b)  Notwithstanding anything in this Section 5, or elsewhere in
this Program, to the contrary, the aggregate number of shares of Common
Stock actually issued or transferred by the Corporation upon the exercise
of Incentive Stock Options shall not exceed 1,150,000 shares, subject to
adjustments as provided in Section 15(a) of this Program.  Further, no
Participant shall be granted Stock Options for more than 575,000 shares of
Common Stock during any three year period, subject to adjustments as
provided in Section 15(a) of this Program.

             (c)  Notwithstanding any other provision of this Program to the
contrary, in no event shall any Participant in any calendar year receive
more than 100,000 Restricted Shares, subject to adjustments as provided in
Section 15(a) of this Program.

             6.   Definitions.  As used in the Program,

                  (a)  The term "Date of Grant" means the date specified by the
             Committee on which a grant of a Stock Option, Restricted Shares or
             Shares in Lieu of Certain Cash Payments shall become effective
             (which date shall not be earlier than the date on which the
             Committee takes action with respect thereto).

                  (b)  The term "Effective Date" shall be the date on which the
             1998 Stock Incentive Program is approved by the stockholders of
             the Corporation in accordance with Section 18.

                  (c)  The term "Incentive Stock Options" means Stock Options
             that are intended to qualify as "incentive stock options" under
             Section 422 of the Code or any successor provision.

                  (d)  The term "Management Objectives" means measurable
             performance objectives established by the Committee pursuant to
             this Program for Participants who have received, when so
             determined by the Committee, Stock Options or Restricted Shares.
             Management Objectives may be described in terms of
             Corporation-wide objectives or objectives that are related to the
             performance of the Common Stock, the individual Participant or of
             the Subsidiary, division, department, region or function within
             the Corporation or Subsidiary in which the Participant is
             employed.  The Management Objectives may be made relative to the
             performance of other corporations.  If the Committee determines
             that a change in the business, operations, corporate structure
             or capital structure of the Corporation, or the manner in which
             it conducts its business, or other events or circumstances render
             the Management Objectives unsuitable, the Committee may in its
             discretion modify such Management Objectives, in whole or in part,
             as the Committee deems appropriate and equitable.

                  (e)  The term "Market Value per Share" means, at any date,
             the average of the high and low price of the Common Stock on that
             date (or, if there are no sales on that date, the last preceding
             date on which there was a sale) on (i) the New York Stock Exchange
             Composite Transactions or (ii) any national securities exchange
             on which the Common Stock is traded if it is not traded on the
             New York Stock Exchange or (iii) The Nasdaq Stock Market if the
             Common Stock is listed thereon and is not traded on any national
             securities exchange, in each case as reported by The Wall Street
             Journal, corrected for reporting errors.

                  (f)  The term "Optionee" means the optionee named in an
             agreement evidencing an outstanding Stock Option.

                  (g)  The term "Option Price" means the purchase price per
             share payable on exercise of a Stock Option.

                  (h)  The term "Restricted Shares" means an award of shares
             of Common Stock granted pursuant to Paragraph 8 of the Program.

                  (i)  The term "Shares in Lieu of Certain Cash Payments" means
             shares of Common Stock granted pursuant to Paragraph 9 hereof.

                  (j)  The term "Stock Option" means an option to purchase
             Common Stock granted pursuant to Paragraph 7 of the Program.

                  (k)  The term "Subsidiary" means a corporation, company or
             other entity (i) more than 50 percent of whose outstanding shares
             or securities (representing the right to vote for the election of
             directors or other managing authority) are, or (ii) which does not
             have outstanding shares or securities (as may be the case in a
             partnership, joint venture or unincorporated association), but
             more than 50 percent of whose ownership interest representing the
             right generally to make decisions for such other entity is, now or
             hereafter, owned or controlled, directly or indirectly, by the
             Corporation except that for purposes of determining whether any
             person may be a Participant for purposes of any grant of Incentive
             Stock Options, "Subsidiary" means any corporation in which at the
             time the Corporation owns or controls, directly or indirectly,
             more than 50 percent of the total combined voting power
             represented by all classes of stock issued by such corporation.

             7.   Stock Options.  The Committee may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
Participants of options to purchase shares of Common Stock.  Each such
grant may utilize any or all the authorizations, and shall be subject to
all of the limitations, contained in the following provisions:

                  (a)  Each grant shall specify the number of shares of Common
             Stock to which it pertains, subject to limitations set forth in
             Section 5 of this Program.  

                  (b)  Each grant shall specify an Option Price which shall not
             be less than the Market Value per Share on the Date of Grant.

                  (c)  Each grant shall specify that the Option Price shall be
             payable at the time of exercise in cash or by check acceptable to
             the Corporation.  Any grant may also provide for payment of the
             Option Price by the transfer to the Corporation of (i) shares of
             Common Stock owned by the Optionee and having a Market Value at
             the time of exercise equal to the total Option Price or (ii) a
             combination of cash and shares of Common Stock owned by the
             Optionee and having a combined Market Value equal to the total
             Option Price.

                  (d)  The Committee may also determine, at or after the Date
             of Grant, that payment of the Option Price of any option (other
             than an Incentive Stock Option) may also be made in whole or in
             part in the form of Restricted Shares or other shares of Common
             Stock that are forfeitable or subject to restrictions on transfer
             (based, in each case, on the Market Value per Share on the date
             of exercise) or other Stock Options (based on the difference
             (the "Spread") between the Market Value and the exercise price of
             such option on the date of exercise).  Unless otherwise determined
             by the Committee at or after the Date of Grant, whenever any
             Option Price is paid in whole or in part by means of any of the
             forms of consideration specified in this paragraph, the shares of
             Common Stock received upon the exercise of the Stock Options shall
             be subject to such risks of forfeiture or restrictions on transfer
             as may correspond to any that apply to the consideration
             surrendered, but only to the extent of (i) the number of shares
             so surrendered, or (ii) the Spread of any unexercisable portion
             of Stock Options.

                  (e)  Any grant may provide for deferred payment of the Option
             Price from the proceeds of sale through a bank or broker on a date
             satisfactory to the Corporation of some or all of the shares to
             which such exercise relates.

                  (f)  Successive grants may be made to the same Participant
             whether or not any Stock Options previously granted to such
             Participant remain unexercised.

                  (g)  Each grant shall specify the period or periods of
             continuous employment by the Optionee with the Corporation or of
             continuous service by the Optionee as a director of the
             Corporation which is necessary before a Stock Option or any
             installment thereof will become exercisable and may provide that
             the exercise of a Stock Option or any installment thereof will
             be accelerated for any reason stated therein.  Any grant may
             specify Management Objectives that must be achieved as a condition
             to the exercise of such Stock Option.

                  (h)  Stock Options granted under the Program may be
             (i) options which are intended to qualify under particular
             provisions of the Code (including Incentive Stock Options),
             (ii) options which are not intended to so qualify, or
             (iii) combinations of the foregoing.

                  (i)  No Stock Option shall be exercisable more than ten years
             from the Date of Grant.

                  (j)  Each grant of Stock Options shall be evidenced by an
             agreement executed on behalf of the Corporation by an officer
             thereof and delivered to the Optionee and containing such terms
             and provisions, consistent with the Program, as the Committee may
             approve.

             8.   Restricted Shares.  The Committee may from time to time and
upon such terms and conditions as it may determine, authorize the granting
to Participants of Restricted Shares.  A Restricted Share constitutes an
immediate transfer of ownership of Common Shares to the Participant in
consideration of the performance of services, entitling such Participant
to voting, dividend and other ownership rights, but subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.  Each grant may utilize any or all of the authorizations, and
shall be subject to all of the limitations, contained in the following
provisions:

                  (a)  Subject to the provisions of Section 5, each such grant
             shall specify the number of shares of Common Stock to which it
             relates.  

                  (b)  Each such grant or sale may be made without additional
             consideration or in consideration of a payment by such Participant
             that is less than Market Value per Share at the Date of Grant.

                  (c)  Each such grant shall be subject to such conditions,
             limitations, restrictions and other matters, and shall be subject
             to forfeiture or lapse in such circumstances, as the Committee may
             prescribe; provided, however, that all or a portion of the shares
             of Common Stock covered by such grant shall be subject, for a
             period to be determined by the Committee at the Date of Grant, to
             a substantial risk of forfeiture within the meaning of Section 83
             of the Code or any successor or substitute provision thereof and
             of the regulations issued thereunder.  Any grant of Restricted
             Shares may specify Management Objectives which, if achieved,
             will result in termination or early termination of the
             restrictions applicable to such shares.  The Committee shall
             have authority to cause a grant of Restricted Shares to provide
             that termination of restrictions applicable to such Restricted
             Shares or any installment thereof will be accelerated for any
             reason stated therein.

                  (d)  Each such grant shall specify that the Committee may at
             any time amend, suspend or terminate the Restricted Share grant
             covered thereby, provided that, in the case of an amendment, the
             amended grant of Restricted Shares shall conform to the provisions
             of the Program.

                  (e)  Each such grant or sale shall provide that during the
             period for which such substantial risk of forfeiture is to
             continue, the transferability of the Restricted Shares shall be
             prohibited or restricted in the manner and to the extent
             prescribed by the Committee at the Date of Grant (which
             restrictions may include, without limitation, rights of repurchase
             or first refusal in the Corporation or provisions subjecting the
             Restricted Shares to a continuing substantial risk of forfeiture
             in the hands of any transferee).

                  (f)  Any such grant or sale of Restricted Shares may require
             that any or all dividends or other distributions paid thereon
             during the period of such restrictions be automatically deferred
             and reinvested in additional Restricted Shares, which may be
             subject to the same restrictions and substantial risks of
             forfeiture as the underlying award.

                  (g)  Each grant or sale of Restricted Shares shall be
             evidenced by an agreement executed on behalf of the Corporation
             by any officer and delivered to and accepted by the Participant
             and shall contain such terms and provisions, consistent with
             this Program, as the Committee may approve.  Unless otherwise
             directed by the Committee, all certificates representing
             Restricted Shares shall be held in custody by the Corporation
             until all restrictions thereon shall have lapsed, together with a
             stock power executed by the Participant in whose name such
             certificates are registered, endorsed in blank and covering such
             Shares.

             9.   Shares in Lieu of Certain Cash Payments.  The Committee may
also authorize the granting of shares of Common Stock in lieu of cash
which would otherwise be payable as a bonus, pursuant to any incentive
compensation plan or otherwise, to Participants.  Each such grant may
utilize any or all of the authorizations, and shall be subject to all of
the limitations, contained in the following provisions:

                  (a)  The proportion of any such bonus to be paid in shares of
             Common Stock shall be as determined by the Committee.

                  (b)  The number of whole shares to be delivered in lieu of
             cash shall be determined by dividing the value of the portion of
             the bonus to be paid in shares of Common Stock by the Market Value
             per Share as of a date selected by the Committee. The value of
             fractional shares shall be added to the cash portion of the bonus.

                  (c)  None of the shares of Common Stock granted pursuant to
             this Paragraph 9 shall be subject to a substantial risk of
             forfeiture within the meaning of Section 83 of the Code or any
             successor or substitute provision thereof and of the regulations
             issued thereunder.

                  (d)  Each grant shall be evidenced by a written notification
             executed on behalf of the Corporation by an officer thereof and
             delivered to the Participant.

                  (e)  Except to the extent provided in this Paragraph 9, no
             cash bonus, whether payable pursuant to an incentive compensation
             plan or otherwise, shall constitute a part of the Program or be
             affected by the Program.

             10.  Limitation of Transferability.  Except as otherwise
determined y the Committee, no Stock Option shall be transferable otherwise
than by will or the laws of descent and distribution and Stock Options shall be
exercisable during the lifetime of the Participant to whom such Stock
Option has been granted only by him or by his guardian or legal
representative, and after such Participant's death shall be exercisable
only by his legal representative.  

             11.  Other Provisions.  The award of any Benefit under the Program
may also be subject to other provisions (whether or not applicable to the
Benefit awarded to any other Participant) as the Committee determines
appropriate, including, without limitation, restrictions on resale or
other disposition, such provisions as may be appropriate to comply with
federal and state securities laws and stock exchange requirements, and
understandings or conditions as to the Participant's employment, in
addition to those specifically provided for under the Program.

             12.  Manner of Action by the Corporation.  The Secretary of the
Corporation (or such other officer as the Chief Executive Officer of the
Corporation may from time to time designate) shall supervise the
maintenance of records for all Participants in the Program.  Any
determination of such officer, if approved by the Committee, shall be
binding and conclusive for all purposes.

             13.  Taxes.  To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under
this Plan, and the amounts available to the Corporation for the
withholding are insufficient, it shall be a condition to the receipt of
any such payment or the realization of any such benefit that the
Participant or such other person make arrangements satisfactory to the
Corporation for payment of the balance of any taxes required to be
withheld.  At the discretion of the Committee, any such arrangements may
include relinquishment of a portion of any such payment or benefit.  The
Corporation and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to
which withholding is not required.

             14.  Tenure.  A Participant's right, if any, to continue to serve
the Corporation as a director, officer or employee shall not be enlarged
or otherwise affected by the establishment of the Program or his
designation as a Participant.

             15.  Adjustment Provisions.  (a) The Committee shall make or
provide for such adjustments in the number of shares of Common Stock covered
by outstanding Stock Options granted hereunder, in the Option Price
applicable to such Stock Options, and in the kind of securities covered
thereby, as the Committee in its sole discretion, exercised in good faith,
determines is equitably required to prevent dilution or enlargement of the
rights of Optionees that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation, or (b) any merger,
consolidation, spin-off, reorganization, partial or complete liquidation,
repurchase or exchange of shares, issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing.  Moreover, in the event
of any such transaction or event, the Committee, in its discretion, may
provide in substitution for any or all outstanding Benefits under this
Program such alternative consideration as it, in good faith, may determine
to be equitable in the circumstances and may require in connection
therewith the surrender of all Benefits so replaced.  The Committee shall
also make or provide for such adjustments in the numbers of shares
specified in Section 5 of the Program as the Committee in its sole
discretion, exercised in good faith, determines is appropriate to reflect
any transaction or event described in the preceding sentence.

             (b)  Notwithstanding any other provision of the Program, and
without affecting the number of shares available hereunder, the Committee may
authorize the issuance or assumption of Benefits in connection with any
merger, consolidation, acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem appropriate.

             16.  Fractional Shares.  The Corporation shall not be required to
issue any fractional shares of Common Stock pursuant to this Program.  The
Corporation may provide for the elimination of fractions or for the
settlement of fractions in cash.

             17.  Amendment and Termination of Benefits and the Program.
(a) The Committee may at any time and from time to time amend, suspend or
terminate the Program; provided, however, that any amendment which must be
approved by the stockholders of the Corporation in order to comply with
applicable law or the rules of the principal national securities exchange
upon which the shares of Common Stock are traded or quoted shall not be
effective unless and until such approval has been obtained. No Benefit
shall be granted pursuant to the Program after the tenth anniversary of
the Effective Date.

             (b)  The Committee may, with the concurrence of the affected
Optionee, amend or cancel any agreement evidencing Stock Options granted
under this Program; provided, however, that no such amendment will lower
the exercise price of any outstanding option, and no such amendment will
cause any Stock Option to cease to qualify as "performance-based" within
the meaning of Section 162(m) of the Code.  In the event of cancellation,
the Committee may authorize the granting of new Stock Options (which may
or may not cover the same number of shares which had been the subject of
the prior agreement) in such manner, at such Option Price, and subject to
the same terms, conditions and descriptions, as under the Program would
have been applicable had the cancelled Stock Options not been granted;
provided, however, that in the event of a cancellation of a holders' Stock
Options, such Stock Options may not be reissued to such holder at a lower
price.

             (c)  In case of termination of employment or cessation of services
as a director, in each case by reason of death, disability or retirement
under a retirement plan of the Corporation or any Subsidiary or in the
case of hardship or other special circumstances of a Participant who holds
a Stock Option not immediately exercisable in full, or any Restricted
Shares as to which a condition, limitation, restriction or substantial
risk of forfeiture has not lapsed, the Committee may, in its sole
discretion, accelerate the time at which such Stock Option may be
exercised or the time at which such condition, limitation, restriction or
substantial risk of forfeiture will lapse.

             (d)  Presentation of the Program or any amendment to the Program
for stockholder approval is not to be construed to limit the Corporation's
authority to offer similar or dissimilar benefits through plans or
programs that are not subject to stockholder approval.

             18.  Effective Date.  This 1998 Stock Incentive Program shall
become effective on the date (the "Effective Date") that it is approved by the
affirmative vote of a majority of the shares present or represented at an
annual or special meeting of stockholders of the Corporation and entitled
to vote on the subject matter; provided that such stockholder approval is
obtained within 12 months after the adoption of this 1998 Stock Incentive
Program by the Board.  
                                      

                                                                  Exhibit 5

                               May 7, 1998

The Board of Directors of
The Interlake Corporation
550 Warrenville Road
Lisle, Illinois 60532

                     Re:  1989 Stock Incentive Program
                          1997 Stock Incentive Program
                          1998 Stock Incentive Program

Ladies and Gentlemen:

             I am Associate General Counsel and Assistant Secretary of The
Interlake Corporation, a Delaware corporation (the "Company") and as such
I am familiar with the circumstances surrounding the adoption and
administration of the Company's 1989 Stock Incentive Program (the "1989
Program"), the Company's 1997 Stock Incentive Program (the "1997 Program")
and the Company's 1998 Stock Incentive Program (the "1998 Program").  In
my capacity as counsel, I or a member of my staff have examined the
originals, or certified, conformed or reproduction copies of all records,
agreements, instruments and documents, and have reviewed such matters of
law as I have deemed necessary for purposes of this opinion, and based
thereupon I am of the opinion that the shares of the Company's Common
Stock, par value $1.00 per share (not to exceed #623,920 shares), that may
be issued and sold pursuant to the 1989 Program, and like shares (not to
exceed 1,150,000 shares) that may be issued and sold pursuant to the 1997
Program, and like shares (not to exceed 1,150,000 shares) that may be
issued and sold pursuant to the 1998 Program will be, when issued and sold
in accordance with each Program and upon the Company's receipt of legal
consideration therefor, duly authorized, validly issued, fully paid and
nonassessable.

             I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-8 dated the date hereof.

                                            Very truly yours,

                                            /s/John M. O'Donnell

                                            John M. O'Donnell

                                                               Exhibit 23.2

                     CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1998 appearing
on page 19 of The Interlake Corporation's Annual Report on Form 10-K for
the year ended December 28, 1997.

/s/PRICE WATERHOUSE LLP

Chicago, Illinois
May 7, 1998

                                                                 Exhibit 24

                                DIRECTORS OF
                         THE INTERLAKE CORPORATION

                             POWER OF ATTORNEY

        The undersigned directors of The Interlake Corporation ("Company")
hereby constitute and appoint W. Robert Reum, Stephen Gregory and Stephen
R. Smith, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney of the undersigned, to sign and
file under the Securities Act of 1933, as amended, (i) the Company's
registration statements on Form S-8 relating to the registration of shares
of common stock, par value $1, of the Company to be issued pursuant to
stock options which have been granted under the Company's 1989 Stock
Incentive Program, 1997 Stock Incentive Program or 1998 Stock Incentive
Program; (ii) one or more registration statements on Form S-8 relating to
the registration of shares of common stock, par value $1, of the Company
to be issued pursuant to stock options which may in the future be granted
under the Company's 1989 Stock Incentive Program, 1997 Stock Incentive
Program or 1998 Stock Incentive Program, (iii) any and all amendments and
exhibits thereto, including post-effective amendments, and (iv) any and
all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration statements or
amendments, with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the
premises, hereby ratifying and approving the acts of said attorney and any
of them and any such substitute.

EXECUTED this 23rd day of April, 1998.

/s/John A. Canning                         /s/James C. Cotting
John A. Canning, Director                  James C. Cotting, Director

/s/John E. Jones                           /s/Frederick C. Langenberg
John E. Jones, Director                    Frederick C. Langenberg, Director

/s/Quentin C. McKenna                      
Quentin C. McKenna, Director               William G. Mitchell, Director

                                     
Erwin E. Schulze, Director