SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Bravo Frederico M

(Last)

(First)

(Middle)

C/O INTERLINE BRANDS, INC.

801 W. BAY STREET

(Street)

JACKSONVILLE

32004-1605

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2004

3. Issuer Name and Ticker or Trading Symbol
INTERLINE BRANDS, INC./DE [ IBI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Field Sales

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾⁽²⁾	103	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right) to buy Common Stock	⁽³⁾	⁽³⁾	Common Stock	14	$43.78	D

Explanation of Responses:

1. Currently, the reporting person beneficially owns shares of common stock of Interline Brands, Inc., a New Jersey corporation ("Interline Opco"). In connection with the merger of Interline Opco with and into a wholly-owned subsidiary of Interline Brands, Inc., a Delaware corporation (the "Company"), each outstanding share of common stock of Interline Opco will be exchanged for 0.01142 shares of common stock of the Company. In accordance with Rule 16b-7 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), the exchange will be exempt under Section 16(b) of the Exchange Act.

2. Reflects shares of common stock that are subject to a Restricted Stock Award Agreement, of which 62 shares have vested and 21 shares will vest on January 1, 2005 and 20 shares will vest on January 1, 2006.

3. Currently, the reporting person holds options to purchase common stock of Interline Opco. Upon completion of the merger described above, and in accordance with the terms of the applicable plan, the options will be converted into options to purchase shares of common stock of the Company. Options to purchase 8 shares are immediately exercisable. Options to purchase 3 shares become exercisable on each of January 1, 2005 and January 1, 2006. All options become immediately exercisable upon a change in control (as defined). Options to purchase the 14 shares expire 10 years from the date of grant of such options.

	/s/ Laurence W. Howard, Attorney-in-Fact	12/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.