ITEM 1 - BUSINESS
General
The Company is a multinational corporation engaged in the design, manufacture and sale or distribution of value-added metal and related products for the automotive, aerospace, materials handling and packaging industries. The Company's operations are divided into two segments: Engineered Materials and Handling/Packaging Systems. (See Note 8 of Notes to Consolidated Financial Statements.)
Engineered_Materials
The Engineered Materials segment includes Special Materials, which produces ferrous metal powder used to manufacture precision parts, and Aerospace Components, which manufactures precision jet engine components and repairs jet engine fan blades. The two units which comprise Engineered Materials generally use proprietary and patented processes to produce precise, high value-added metal powders or components.
Special_Materials
General - The Company conducts its Special Materials business through Hoeganaes Corporation, which is the North American market leader in the production of ferrous metal powder. Ferrous metal powder is used by customers primarily to manufacture precision parts for automobiles, light trucks, farm and garden equipment and appliances. Precision parts produced using powdered metal technology have certain cost and design advantages over parts produced using conventional techniques such as forging, casting or machining, as they may be manufactured with less wasted raw material, lower labor costs and little or no additional machining.
Hoeganaes' business strategy centers on research and development of new powder metal products, manufacturing processes and applications while maintaining a broad product line and cost-efficient, strategically located production facilities. This strategy allows Hoeganaes to meet its customers' quality control standards and "just in time" inventory requirements.
Production - Hoeganaes has two basic production processes. The first process is atomizing which converts selected scrap steel into powders through the use of an electric furnace steel making and spraying system. Hoeganaes has the two largest atomizing plants in North America. The second process is direct reduction which converts high purity iron ore into a unique, highly porous metal powder. Hoeganaes has the only direct reduction process facility in North America. Hoeganaes also formulates these powders into press-ready mixes for its customers. In addition, Hoeganaes produces proprietary products such as patented bonded materials.
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Market Share - The Company believes that Hoeganaes has been the largest North American producer of ferrous metal powders for the last 25 years. Hoeganaes' size provides it with economies of scale in production, marketing and research and development.
Markets - The North American market for ferrous metal powders can be divided into two segments: structural parts (metal powder to be compressed into solid parts) and powders principally used in welding, chemicals and photocopying.
Uses for structural parts comprise an estimated 80% of the North American market for ferrous metal powders. Approximately 60% of Hoeganaes' sales are for automotive applications, which include components for transmissions, engines and suspension systems. For automobile applications, Hoeganaes generally supplies metal powder to component manufacturers as opposed to directly supplying vehicle manufacturers.
The non-structural market for ferrous metal powders generally consists of applications in welding and chemicals and for use as a carrier agent for photocopier toner. Ferrous metal powders are also used by pharmaceutical companies as catalysts in blood thinning agents and for use in nutritional iron supplements.
Minority Interest - The Company owns 80% of the capital stock of Hoeganaes. The remaining 20% is owned by Hoganas AB, a Swedish corporation. Agreements between the owners of Hoeganaes define the structure of the Hoeganaes board of directors, grant to each party a right of first refusal with respect to a proposed sale of Hoeganaes stock and provide for technology exchanges and tax sharing arrangements.
Aerospace_Components
General - The Company conducts its Aerospace Components business through Chem-tronics, Inc., which manufactures precision jet engine ducts, rings and casings and other large aerospace components ("Fabrication"). Chem-tronics is also a leader in jet engine fan blade repair ("Repair"). Chem-tronics' business strategy focuses on developing and implementing advanced manufacturing technologies in order to maintain high quality standards and to satisfy customer needs on a timely basis.
Fabrication
General - Chem-tronics' Fabrication business is engaged in the production of precision jet engine ducts, rings and casings and other large aerospace components used in military and commercial aircraft engines and launch vehicles in the space program. Chem-tronics offers its customers a vertically integrated facility, thereby eliminating the need for numerous subcontractors for a single component. The principal products are sold to prime contractors under arrangements which generally establish Chem-tronics as the sole source. The strategy of the Fabrication business is to diversify and realign the aerospace component business by: reducing the dependence on military business by expanding the commercial and space segments, lowering costs to improve its competitive posture and improving its core technologies.
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Production Processes - The primary processes used in the Fabrication business are chemical milling, welding, forming, machining, non-destructive testing and inspection. The "Unistructure" chemical milling process has been used to manufacture both military and commercial jet engine ducts and is used for structures where strength and weight are critical. This "Unistructure" chemical milling process etches away unneeded metal, leaving a stiffening rib structure on the surface of the product. This patented rib structure is integral, or part of the surface metal itself, rather than being attached to the surface. Products manufactured using the "Unistructure" process are light, strong, easy to inspect and generally cost less to produce than products made solely by conventional processes.
Products and Customers - The Fabrication business produces titanium ducts which are used as part of the structural framework for jet engines and for containing the air flows used for thrust. Other products include jet engine fan containment cases, rings, complete fan case assembly modules and complex fabrications for large commercial turbofan engines. The primary customers of the Fabrication business are the original equipment manufacturers of jet engines ("OEMs"). In addition to its normal contracts for commercial and military engine components, this business also is involved in various ongoing space programs and has entered into a long-term contract for compressor cases for commuter aircraft jet engines.
Repair
General - Chem-tronics' Repair business operates Federal Aviation Administration ("FAA") approved repair facilities that serve over 100 airlines, engine overhaul centers, and OEMs with repair capabilities for fan and compressor blades for commercial and military jet aircraft. The cost of repairing a jet engine fan blade generally averages 10-20% of its replacement cost. Growth in this business through 1992 had been based on increases in market share and size but depressed market conditions in 1993 have led to revenue declines. The Company believes that Repair has a leading market share in commercial jet engine fan blade repair performed by independent blade repair facilities.
Repair Capabilities - Repair, by virtue of its FAA certification, is considered certified by the Civil Aviation Aeronautics Board and the British Civil Aviation Authority and is certified by all major OEMs (e.g., General Electric, Pratt & Whitney and Rolls-Royce) to repair substantially all commercial jet engine fan blades manufactured in the western world. Frequently, when OEMs develop a new engine, Chem-tronics assists in modification and improvements during the development stage. As a result, Chem-tronics is often the first FAA- certified repair center for such engines. The Company believes this gives Chem- tronics certain competitive advantages and also believes that Chem-tronics has a competitive advantage in terms of quality.
Customers - The Repair business services OEMs, major airlines and engine overhaul centers.
Handling/Packaging_Systems
The Handling/Packaging Systems segment is comprised of the Company's domestic and international Handling and Packaging units. Handling designs, manufactures and sells storage rack, shelving, and related equipment primarily for use in warehouses, distribution centers and for other storage applications. The PAGE
Company believes that Handling is the world's largest manufacturer of storage rack. Packaging designs and sells machinery for applying strapping and stitching wire, and also supplies strapping and stitching wire for use in these machines.
Handling
General - The Company's Handling operations are conducted through Interlake Material Handling ("Material Handling") in the U.S., Canada, and Australia and through Dexion Group in Europe. The Dexion name is well recognized in Europe and provides Handling with certain marketing advantages. The Handling operations design, manufacture, and sell storage rack, angle, conveyors, and conveyor systems both in the U.S. and in Europe, and shelving and office partitioning in Europe. Handling's entire product line (other than office partitioning) is also manufactured and sold in Australia. Certain products are also sold in Asia Pacific, South America, Africa and the Middle East.
Handling's distribution network allows it to satisfy the needs of large customers and projects, as well as smaller, geographically distant customers. Handling's design capabilities and large manufacturing capacity enable it to undertake large scale projects where these capabilities may be most advantageously utilized. Handling's large size allows it to realize significant economies of scale in product development, design and manufacturing.
Products - Handling's primary product is storage rack which is used for storing unit loads in distribution centers, warehouse facilities and factory shipping and receiving departments. Storage rack consists of two primary pieces, a vertical steel frame and a horizontal steel beam that links the frames together. Storage rack can be assembled in a variety of configurations depending on individual customer needs. Handling offers a broad range of products, including products that allow for FIFO and LIFO storage and retrieval, for the storage of bulky, awkwardly shaped items (lumber, carpet rolls, furniture, etc.) and for the storage and retrieval of very heavy items.
Handling also sells conveyors and conveyor systems which range from simple gravity conveyors to complex belt and chain powered conveyors. In Europe, Handling manufactures and sells partitioning for offices, office storage equipment, and angle and shelving.
Market Share - The Company believes Handling is the world's largest manufacturer of storage rack, with the largest market share in the U.S., the U.K., Belgium and Australia, and the second largest market share in Germany.
Product Development, Design and Manufacturing - In addition to competing on the basis of cost, Handling utilizes proprietary software, computer aided design applications and its in-house structural engineering staff to design the optimal solution for each customer's storage requirements. Furthermore, extensive technical training for its sales staff and for third-party distributors allows for a better assessment of customer needs. Handling's design software is also used to generate detailed bills of material which automatically specify the size, type and quantity of all components to be used in the project. This allows for better coordination between the sales, design and manufacturing functions.
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Handling's facilities generally purchase steel coils and then form, finish and paint the steel for various storage applications. Steel comprises approximately 60-70% of production cost. While Handling believes it is a low cost producer, continuing emphasis is placed on overhead and manufacturing cost control and the efficient utilization of raw materials.
Sales and Distribution - The Company believes that Handling's domestic and international direct sales force and extensive distributor network give it a significant competitive advantage. Domestically, Handling is represented by a network of over 180 distributors. In the U.K., Handling utilizes an independent distributor network, wholly-owned distribution centers and a direct sales force, while in Germany, Handling conducts its sales efforts exclusively through a direct sales force and wholly-owned distribution centers. Handling believes that its direct sales force allows it to satisfy the complex needs of large customers and applications, while its extensive distributor network allows it to reach smaller, geographically distant customers.
Customers - Handling's customers are primarily engaged in the retailing and wholesaling of food and consumer durables and non-durables.
Packaging
General - Packaging designs and sells machinery for applying steel and non-metallic strap in the U.S., Canada and the U.K. Packaging also sells non-metallic strap in the U.S., and both steel and non-metallic strap in the U.K. and Canada, for use in such machines. Packaging designs, manufactures and distributes wire stitching equipment. Many of the industries served by Packaging are highly cyclical. As a result, Packaging has focused on lowering or eliminating certain fixed costs and improving production efficiencies in an effort to maintain profitability even during severe cyclical downturns.
Products and Customers - Strapping markets are segmented by strapping strength requirements. Non-metallic products have cost, safety and other advantages, but are currently limited by the strength of the joint. As technology has improved, applications for non-metallic products have expanded. Due to the safety advantages and improving strength characteristics of non-metallic strapping, Packaging has focused its engineering and development efforts on the non-metallic strap market. Steel strapping is used predominantly by heavy goods manufacturers to bundle products or reinforce existing packaging. The principal end-users of steel strapping are the steel, lumber, brick, and concrete industries. Non-metallic strapping is marketed to a broad customer base, with primary emphasis on the corrugated, newspaper, graphics, can, bottle, textile and distribution industries. Wire stitching machines serve a wide customer base including the corrugated box, graphic arts, automotive, agricultural and food industries.
Packaging currently designs strapping machines which are manufactured to its specifications by third parties. Strap produced by a given manufacturer can generally be used with machines produced by another manufacturer; however, most users purchase strap and machines from the same supplier.
Production - For steel strapping, Packaging purchases raw materials in the form of steel coils which are then slit into bands. The bands are further slit into straps of various widths. The strap is then either zinc coated or painted in order to prevent rusting. Rust resistant strap is important for the lumber and brick industries where product is exposed to the elements and strap is subject to rusting. PAGE
For non-metallic strapping, Packaging purchases raw materials in the form of pelletized or flake polyester and polypropylene which is often blended with recycled materials. Non-metallic strapping is manufactured through a continuous extrusion process. This material is then shaped and chilled, then reheated and stretched to the appropriate width and thickness and, finally, annealed, relaxed and either slit or embossed, cooled to minimize shrinkage and wound into coils.
Market Share - The Company believes that the Canadian steel strapping unit generally has the largest market share in its market. The Company also believes that the U.K. steel strapping unit has the second largest market share in its market and that the U.K. non-metallic strapping and non-metallic machines units have leading market shares in certain areas. In the U.S., Packaging is a leading supplier of plastic strapping and stitching products.
Sales, Distribution and Servicing - Packaging's direct sales force services clients in the U.S., the U.K. and Canada. In the U.S., Packaging also utilizes a network of over 350 distributors to service smaller customers. Within each sales force, product specialists are trained to service the needs of specific industries such as publishing or lumber. Due to the fact that most of Packaging's customers utilize its products for high volume applications, Packaging has an extensive field service organization to allow it to respond rapidly to customer service needs. The Company believes that its sales/distributor network and its field service capabilities give it significant advantages over smaller competitors.
Customers; Order Backlogs
Engineered Materials - Sales to General Electric and United Technologies accounted for approximately 50% of Aerospace Components' sales, equivalent to 16% of Engineered Materials' sales and 5% of total Company sales in 1993. The Company is a supplier to these companies and has no other significant relationship with them. Sales to these companies are made pursuant to purchase orders.
At December 26, 1993 and December 27, 1992, the backlog of orders for Engineered Materials was $73.6 million and $82.9 million, respectively. Special Materials' backlog, which is generally short-term in nature, was up 11%. Aerospace Components' backlog was down 19% due mainly to reductions in military business. All orders for Engineered Materials at December 26, 1993 were believed to be firm, but approximately 42% of these orders are subject to renegotiation. Approximately 83% of these orders are expected to be delivered during 1994.
Handling/Packaging Systems - Handling/Packaging Systems' products are sold to a substantial number of industrial customers, none of which individually purchased a significant portion of the segment's output in 1993. The backlog of orders for this segment at December 26, 1993 was $71.6 million compared to $81.0 million at December 27, 1992 (in each case applying foreign exchange rates at December 26, 1993), due to lower orders in the European Handling business. All orders at December 26, 1993 were believed to be firm and are expected to be filled during 1994.
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Competition
Competition is vigorous in both of the Company's business segments. Factors normally affecting competitive conditions are product quality, technological development, price and service. The Company competes with a variety of other entities in each of its businesses.
Research and Development
Research activities are directed towards developing primary products and processes. Expenditures on research activities by business segment were as follows:
The Company believes that these amounts are adequate to maintain its competitive positions in the businesses in which it operates.
Patents
The Company holds domestic and foreign patents covering certain products and processes in both business segments. While these patents are considered important to the ability of the segments to compete, unpatented manufacturing expertise is considered equally important. Future profitability of these segments is therefore not considered dependent upon any one patent or group of related patents.
Environmental Matters
The Company's operations are subject to extensive and changing federal, state, local and foreign environmental laws and regulations, including those relating to the use, handling, storage, discharge and disposal of hazardous substances, and as a result the Company is from time to time involved in administrative and judicial proceedings and inquiries relating to environmental matters. In addition, the Company's future capital and operating expenditures will continue to be influenced by environmental laws and regulations; however, the Company does not believe these expenditures are likely to have a material adverse effect on its earnings or its ability to compete with other companies. In 1993, capital expenditures for environmental compliance were $2.9 million and the Company estimates that environmental capital spending for 1994 will be $1.5 million. In 1993 and 1991, the Company incurred special nonoperating charges of $4.8 million and $6.0 million, respectively, to provide for estimated environmental liabilities in connection with certain sites not related to its ongoing operations. (See Management's Discussion and Analysis - Nonoperating Items, and Note 17 of Notes to Consolidated Financial Statements.)
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Employees
At December 26, 1993 the Company employed a total of 4,619 persons, consisting of 2,059 salaried and 2,560 hourly employees. Of the hourly employees, 57% are represented by unions, with no single union representing a significant number of the hourly employees.
Raw Materials
The Company's principal raw materials are steel and steel scrap which are purchased in the open market where no shortages are anticipated. The Company also purchases large extruded metal shapes and milled products that are available from a limited number of suppliers and high quality iron ore imported from a limited foreign source. The Company believes these sources are adequate to provide for the current and future needs of each of the Company's segments and believes that, if necessary, adequate substitute supplies and suppliers could be obtained without any material adverse effect on the Company's operations or operating results. The Company's conclusions as to availability and impact are based upon the Company's general knowledge of the markets for its raw materials, and its use of alternative sources from time to time.
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ITEM 2


ITEM 2 - PROPERTIES
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ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
The nature of the Company's business is such that it is regularly involved in legal proceedings incidental to its business. Neither the Registrant nor any of its subsidiaries is a party to any legal proceedings which are `material' within the meaning of regulations of the Securities and Exchange Commission presently in effect. Additional information is contained in Notes 17 and 18 of Notes to Consolidated Financial Statements.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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				 PART II
ITEM 5
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The principal market for Interlake's common stock is the New York Stock Exchange (ticker symbol IK). The common stock is also listed on the Chicago Stock Exchange and is admitted to unlisted trading on the Pacific Coast Exchange and the Boston Exchange.
Interlake has not paid a dividend or made a distribution with respect to its common stock since the third quarter of 1989. Restrictions under Interlake's bank credit agreement (see Note 15 of Notes to Consolidated Financial Statements) will prevent it from paying any cash dividends in 1994 or in the foreseeable future.
On December 26, 1993 there were approximately 7,884 holders of record of Interlake's common stock.
High and low prices of Interlake's common stock during each of the eight calendar quarters ending on December 31, 1993 were:
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ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
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ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND 	 FINANCIAL CONDITION
See Pages 12 through 18 of the 1993 Annual Report to Shareholders.
ITEM 8

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Pages 20 through 44 of the 1993 Annual Report to Shareholders.
ITEM 9
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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					 PART III
ITEM 10


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Information about directors and nominees required by this item is incorpor- ated by reference to the Registrant's definitive proxy statement to be filed in connection with its 1994 Annual Meeting of Shareholders.
(b) The executive officers listed below are elected annually by the Board of Directors of the Registrant, to serve for a term of office of one year and until their successors are elected. Years prior to 1986 include service with Interlake, Inc.
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The Registrant has determined that the operating executives named below are "executive officers" as defined by the Securities and Exchange Commission. Mr. Gregory was appointed president of the Material Handling Division of The Interlake Companies, Inc. by that subsidiary's management. The remaining operating executives were elected by boards of directors of the subsidiaries named below. None of such operating executives is an executive of the Registrant.
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ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is incorporated into this report by reference to the information under the caption "Executive Compensation" in the Registrant's definitive proxy statement to be filed in connection with its 1994 Annual Meeting of Shareholders. Notwithstanding the foregoing sentence, the information set forth under "Executive Compensation - Report of the Compensation Committee on Executive Compensation" and "Executive Compensation - Performance Graph" in the Registrant's definitive proxy statement to be filed in connection with its 1994 Annual Meeting of Shareholders is not incorporated herein.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated into this report by reference to information under the caption "Voting Securities and Security Ownership By Certain Persons and Management" in the Registrant's definitive proxy statement to be filed in connection with its 1994 Annual Meeting of Shareholders.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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				 PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
								 Page in 								 Annual 1. Financial Statements Report*
Report of Independent Accountants 19 Consolidated Statement of Operations for the Years Ended December 26, 1993, December 27, 1992 and December 29, 1991 20 Consolidated Balance Sheet at December 26, 1993 and December 27, 1992 21 Consolidated Statement of Cash Flows for the Years Ended December 26, 1993, December 27, 1992 and December 29, 1991 22 Consolidated Statement of Shareholders' Equity for the Years Ended December 26, 1993, December 27, 1992 and December 29, 1991 23 Notes to Consolidated Financial Statements 24
* Incorporated by reference from the indicated pages of the 1993 Annual Report to Shareholders
								 Page in 2. Financial Statement Schedules Form 10-K Report of Independent Accountants on Financial Statement Schedules 25 Schedule V--Property, Plant and Equipment 26 Schedule VI--Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment 27 Schedule VIII--Valuation and Qualifying Accounts 28 Schedule X--Supplementary Income Statement Information 29
All other schedules are omitted because of the absence of conditions under which they would have been required or because the required information is disclosed in the financial statements or notes thereto.
3. Exhibits 								 Sequential 							 Numbering Exhibit System Number Item Page No.
3. Articles of Incorporation and Bylaws
3.1 Composite of the Registrant's Restated Certificate of None 	 Incorporation as amended, incorporated by reference to 	 Exhibit 3.1 of the Registrant's Annual Report on Form 10-K 	 for the year ended December 27, 1992 (the "1992 10-K"), 	 Commission File 1-6345
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3.2 Bylaws of registrant as amended and restated dated None 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 (the "1990 10-K"), Commission 	 File 1-6345
4. Instruments Defining the Rights of Security Holders including Indentures
4.1 Form of Indenture (including form of Senior Subordinated None 	 Debenture), incorporated by reference to Exhibit 4.1 of the 	 Registrant's Registration Statement on Form S-2, 	 File No. 33-46247, as amended (the "Debt S-2")
4.2 Rights Agreement dated as of January 26, 1989 between the None 	 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
4.3 Amendment to Rights Agreement dated as of August 15, 1989, None 	 incorporated by reference to Exhibit (a) of the Company's 	 Form 8 dated May 22, 1990
4.4 Amendment to Rights Agreement dated as of May 7, 1990, None 	 incorporated by reference to Exhibit (b) of the Company's 	 Form 8 dated May 22, 1990
4.5 Form of Amendment to Rights Agreement, incorporated by None 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")
4.6 Preferred Stock Purchase Agreement dated as of March 6, 1992 None 	 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
4.7 Revised Form of Registration Rights Agreement among the None 	 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")
4.8 Revised Form of Certificate of Designation of Series A-1 None 	 Convertible Exchangeable Preferred Stock, Series A-2 	 Convertible Exchangeable Preferred Stock and Series A-3 	 Convertible Exchangeable Preferred Stock, incorporated by 	 reference to Exhibit 4.5 of the IRN Post-Effective Amendment No. 4
4.9 Revised Form of Certificate of Designation of Series B-1 None 	 Convertible Exchangeable Preferred Stock, Series B-2 	 Convertible Exchangeable Preferred Stock and Series B-3 	 Convertible Exchangeable Preferred Stock, incorporated by 	 reference to Exhibit 4.5 of the IRN Post-Effective Amendment No. 4
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4.10 Form of Certificate of Amendment to the Registrant's Restated None 	 Certificate of Incorporation relating to Common Stock and 	 Non-Voting Common Stock, incorporated by reference to 	 Exhibit 4.10 of the Common Stock S-2
4.11 Form of Series 1 Junior Convertible Subordinated Debenture, None incorporated by reference to Exhibit 4.11 of the 	 Common Stock S-2
4.12 Form of Series 2 Junior Convertible Subordinated Debenture, None 	 incorporated by reference to Exhibit 4.12 of the 	 Common Stock S-2
4.13 Series A-3 Preferred Stock Purchase Agreement dated as of None 	 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
4.14 Form of Series 3 Junior Convertible Subordinated Debenture None 	 (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
4.15 Stock Purchase Agreement dated November 2, 1989 between the None 	 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 (the "1991 10-K"), 	 Commission File 1-6345
4.16 Form of Amended and Restated Credit Agreement, incorporated by None 	 reference to Exhibit 10.15 of the IRN Post-Effective 	 Amendment No. 4
4.17 First Amendment to the Amended and Restated Credit Agreement None 	 dated as of August 17, 1992, incorporated by reference to 	 Exhibit 4.18 of the 1992 10-K
4.18 Second Amendment to the Amended and Restated Credit Agreement None 	 dated as of October 30, 1992, incorporated by reference to 	 Exhibit 4.19 of the 1992 10-K
4.19 The Registrant Term Notes dated June 18, 1992, incorporated by None 	 reference to Exhibit 4.20 of the 1992 10-K
4.20 The Registrant Revolving Notes dated June 18, 1992, None 	 incorporated by reference to Exhibit 4.21 of the 1992 10-K
4.21 Subsidiary Term Notes dated June 18, 1992, incorporated by None 	 reference to Exhibit 4.22 of the 1992 10-K
4.22 Subsidiary Revolving Notes dated June 18, 1992, incorporated None by reference to Exhibit 4.23 of the 1992 10-K
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4.23 The Registrant Delayed Draw Notes dated June 18, 1992, None 	 incorporated by reference to Exhibit 4.24 of the 1992 10-K
4.24 The Registrant Deferred Term Notes dated June 18, 1992, None 	 incorporated by reference to Exhibit 4.25 of the 1992 10-K
4.25 The Registrant Pledge Agreement dated September 27, 1989, None 	 made by the Registrant and accepted by Chemical Bank, along 	 with stock certificates of the two subsidiaries, incorporated 	 by reference to Exhibit 10(t) of the Registrant's Annual Report 	 on Form 10-K for the year ended December 31, 1989 	 (the "1989 10-K") Commission File 1-6345
4.26 Amended and Restated Security Agreement dated September 27, None 	 1989 and amended and restated as of August 17, 1992 between 	 the Registrant and Chemical Bank, incorporated by reference 	 to Exhibit 4.27 of the 1992 10-K
4.27 Amended and Restated Security Agreement among Certain None 	 Subsidiaries of the Registrant and Chemical Bank dated as of 	 September 27, 1989 and amended and restated as of August 17, 	 1992, incorporated by reference to Exhibit 4.28 of the 1992 10-K
4.28 Third Amendment, dated August 20, 1993, to the Amended and None 	 Restated Credit Agreement, incorporated by reference to the 	 Registrant's quarterly report on Form 10-Q for the quarter ending September 26, 1993
4.29 Fourth Amendment, dated December 22, 1993, to the Amended and --- 	 Restated Credit Agreement
4.30 Fifth Amendment, dated February 23, 1994, to the Amended and --- 	 Restated Credit Agreement
10. Material Contracts
10.1 1994 Executive Incentive Compensation Plan ---
10.2 Form of Agreement dated August 27, 1992 for the Cancellation None 	 and Re-Granting of Non-Qualified Stock Options between the 	 Registrant and U.S. executive officers and employees, 	 incorporated by reference to Exhibit 10.7 of the 1992 10-K
10.3 Form of Agreement dated August 27, 1992 for the Cancellation None 	 and Re-Granting of Non-Qualified Stock Options between the 	 Registrant and one foreign executive officer and foreign 	 employees, incorporated by reference to Exhibit 10.8 of the 	 1992 10-K
10.4 Form of Grant of Stock Award as of May 23, 1991 - Outside None 	 Director, incorporated by reference to Exhibit 10(a) of the 	 1991 10-K
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10.5 Letter Agreement dated May 3, 1991 between the Registrant None and one U.S. executive officer, incorporated by reference to 	 Exhibit 10(g) of the 1991 10-K
10.6 Form of Grant of Stock Award as of April 26, 1990 - Outside None 	 Directors, incorporated by reference to Exhibit 10(a) of 	 the 1990 10-K
10.7 Amendment to Non-Qualified Stock Option Agreement and to Stock None 	 Appreciation Rights granted July 23, 1987 by the Registrant 	 to one U.S. executive officer, incorporated by reference to Exhibit 10(i) of the 1990 10-K
10.8 Amendment to Non-Qualified Stock Option Agreement and to None 	 Stock Appreciation Rights granted July 28, 1988 by the 	 Registrant to one U.S. executive officer, incorporated by 	 reference to Exhibit 10(j) of the 1990 10-K
10.9 1989 Stock Incentive Program, incorporated by reference to None 	 the proxy statement filed in connection with the 	 Registrant's 1990 annual meeting of shareholders
10.10 Amendment No. 1 to the Key Executive Severance Pay Plan None effective as of August 5, 1988, incorporated by reference to 	 Exhibit 10(m) of the Registrant's Annual Report on Form 10-K 	 for the year ended December 25, 1988 (the "1988 10-K") 	 Commission File 1-6345
10.11 Trust Agreement between the Registrant and Continental None 	 Illinois National Bank and Trust Company of Chicago with 	 respect to the Key Executive Severance Pay Plan dated 	 September 30, 1988, incorporated by reference to Exhibit 10(o) 	 of the 1988 10-K
10.12 Trust Agreement between the Registrant and Continental None 	 Illinois National Bank and Trust Company of Chicago with 	 respect to The Interlake Corporation Restated Directors' 	 Post-Retirement Income Plan dated September 30, 1988, 	 incorporated by reference to Exhibit 10(p) of the 1988 10-K
10.13 Trust Agreement between the Registrant and Continental None 	 Illinois National Bank and Trust Company of Chicago with 	 respect to the Deferred Compensation Agreement dated 	 May 29, 1986 (as amended August 5, 1988) between the Registrant 	 and Frederick C. Langenberg dated September 30, 1988, 	 incorporated by reference to Exhibit 10(q) of the 1988 10-K
10.14 Trust Agreement between the Registrant and Continental None Illinois National Bank and Trust Company of Chicago with 	 respect to the Deferred Compensation Agreement dated 	 May 29, 1986 (as amended August 5, 1988) between the Registrant 	 and Grant L. Johnson dated September 30, 1988, incorporated by 	 reference to Exhibit 10(r) of the 1988 10-K
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10.15 Form of Indemnification Agreement between the Registrant and None 	 Outside Directors, incorporated by reference to Exhibit 10(a) 	 of the Registrant's Annual Report on Form 10-K for the year 	 ending December 27, 1987 (the 1987 10-K), Commission File 1-6345
10.16 Form of Indemnification Agreement between the Registrant and None executive officers, including inside directors, incorporated 	 by reference to Exhibit 10(b) of the 1987 10-K
10.17 Cross Indemnification Agreement dated as of May 29, 1986, None between the Registrant and Acme Steel Company, incorporated 	 by reference to Exhibit 10(b) of the Registrant's Annual 	 Report on Form 10-K for the year ended December 28, 1986 	 (the "1986 10-K"), Commission File 1-6345
10.18 Parallel Loan Agreement dated as of May 29, 1986, between None 	 Acme Steel Company and The Interlake Companies, Inc., as 	 amended by letter agreement dated June 27, 1986, incorporated 	 by reference to Exhibit 10(c) of the 1986 10-K
10.19 Tax Indemnification Agreement dated as of May 29, 1986, None 	 between the Registrant and Acme Steel Company, incorporated 	 by reference to Exhibit 10(i) of the 1986 10-K
10.20 Deferred Compensation Agreement dated May 29, 1986, between None 	 the Registrant and Frederick C. Langenberg, incorporated 	 by reference to Exhibit 10(j) of the 1986 10-K
10.21 Deferred Compensation Agreement dated May 29, 1986, between None 	 the Registrant and Grant L. Johnson, incorporated by reference 	 to Exhibit 10(k) of the 1986 10-K
10.22 Instrument of Assumption and Release dated May 29, 1986, None 	 between the Registrant, W. R. Reum and Acme Steel Company, 	 concerning an April 12, 1982 Agreement between W. R. Reum and 	 Interlake, Inc. (n.k.a. Acme Metals, Inc.), incorporated by 	 reference to Exhibit (l) of the 1986 10-K
10.23 Key Executive Severance Pay Plan established by the None 	 Registrant on May 29, 1986, incorporated by reference 	 to Exhibit 10(n) of the 1986 10-K
13.1 Portions of the Annual Report to Shareholders for fiscal year --- ended December 26, 1993 (With the exception of the data described in Part II, Items 7 and 8, no other data appearing in the Annual Report to Shareholders for the fiscal year ended December 26, 1993, is to be deemed filed as part of this Form 10-K.)
22. Subsidiaries of the Registrant ---
23. Consent of Experts and Counsel None
23.1 Consent of Price Waterhouse ---
28. Description of Capital Stock of the Registrant, incorporated by None reference to Exhibit 28 of the 1992 10-K
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REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders of The Interlake Corporation
Our audits of the consolidated financial statements referred to in our report dated January 27, 1994 appearing on page 19 of the 1993 Annual Report to Shareholders of The Interlake Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
As discussed in the Notes to Consolidated Financial Statements appearing on pages 24 to 42 of the 1993 Annual Report to Shareholders of The Interlake Corporation, the Company changed its method of accounting for postretirement benefits other than pensions and its method of accounting for income taxes in 1992.
PRICE WATERHOUSE
Chicago, Illinois January 27, 1994
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					 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
				 THE INTERLAKE CORPORATION
				 By_________________________________ 					 W. Robert Reum 					 Chairman, President and 				 	 Chief Executive Officer February 24, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
________Signature_________ _______________Title_______________
__________________________ Director, Chairman, President and ) W. Robert Reum Chief Executive Officer ) 							 ) __________________________ Vice President - Finance, ) John J. Greisch Treasurer and ) 			 Chief Financial Officer ) 							 ) __________________________ Controller and Chief ) John P. Miller Accounting Officer ) 							 ) __________________________ Director ) John A. Canning, Jr. ) 							 ) __________________________ Director ) James C. Cotting ) 							 ) __________________________ Director ) February 24, 1994 Arthur G. Hansen ) 							 ) __________________________ Director ) John E. Jones ) 							 ) __________________________ Director ) Frederick C. Langenberg ) 							 ) __________________________ Director ) Quentin C. McKenna ) 							 ) __________________________ Director ) William G. Mitchell ) 							 ) __________________________ Director ) Erwin E. Schulze ) 							 ) PAGE
		 CONSENT_OF_INDEPENDENT_ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-4266 and 33-11428) of The Interlake Corporation of our report dated January 27, 1994 appearing on page 19 of the 1993 Annual Report to Shareholders of The Interlake Corporation which is incorporated by reference in this Annual Report on Form 10-K.
PRICE WATERHOUSE
Chicago, Illinois January 27, 1994
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					 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
				 THE INTERLAKE CORPORATION
					By_/s/_W._ROBERT_REUM________ 					 W. Robert Reum 				 	 Chairman, President and 					 Chief Executive Officer February 24, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
________Signature_________ _______________Title_______________
/s/_W._ROBERT_REUM_________ Director, Chairman, President ) W. Robert Reum and Chief Executive Officer ) 							 ) /s/_JOHN_J._GREISCH________ Vice President - Finance, ) John J. Greisch Treasurer and Chief Financial ) 			 Officer ) 							 ) /s/_JOHN_P._MILLER_________ Controller and Chief ) John P. Miller Accounting Officer ) 							 ) /s/_JOHN_A._CANNING,_JR.___ Director ) John A. Canning, Jr. ) 				 			 ) /s/_JAMES_C._COTTING_______ Director ) James C. Cotting ) 							 ) /s/_ARTHUR_G._HANSEN_______ Director )February 24, 1994 Arthur G. Hansen ) 							 ) /s/_JOHN_E._JONES__________ Director ) John E. Jones ) 							 ) /s/_FREDERICK_C._LANGENBERG Director ) Frederick C. Langenberg ) 							 ) /s/_QUENTIN_C._MCKENNA_____ Director ) Quentin C. McKenna ) 							 ) /s/_WILLIAM_G._MITCHELL____ Director ) William G. Mitchell ) 							 ) /s/_ERWIN_E._SCHULZE_______ Director ) Erwin E. Schulze ) 							 )