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* GENERAL MOTORS INVESTMENT MANAGEMENT CORP (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/21/2004	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 X 10% Owner Officer (give title below) Other (specify below)	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	0	D
Common Stock	3,050,684	I	See notes(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. First Plaza Group Trust (the "Trust"), a group trust organized for the benefit of certain trusts under certain employee benefit plans, holds the securities referred to in line 2 of table 1 (the "Securities"). The Reporting Person ("GMIMCO") has retained under the Employee Retirement Income Security Act of 1974, as amended, the power to direct the voting and disposition of the Securities although it has no pecuniary interest therein. JPMorgan Chase Bank is the trustee (the "Trustee") with respect to the Trust. GMIMCO is serving as investment manager with respect to the Securities and in that capacity it has the sole power to direct the Trustee as to the voting and disposition of the Securities. Because of the Trustee's limited role in the voting and disposition of the Securities, beneficial ownership of the Securities by the Trustee is disclaimed.

2. Line 1 of Table I relates to GMIMCO's status as a 10% beneficial owner without pecuniary interest with respect to the Securities. Line 2 of Table I relates to the status of the Trust on behalf of which GMIMCO is making the report reflected on such line as a 10% beneficial owner that may have a pecuniary interest in the Securities. This filing should not be deemed an admission that either GMIMCO or the Trust is the beneficial owner of the Securities.

	/s/ Michael E. Klehm, Chief Financial Officer	12/23/2004
	** 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.