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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

August 24, 2015

Response of the Office of Chief Counsel
Division of Corporation Finance


Interline Brands, Inc.
Incoming letter dated August 24, 2015

Based on the facts presented, the Division will not object if Interline Brands stops filing periodic and current reports under the Exchange Act, including its quarterly report on Form 10‑Q for the quarter ended September 25, 2015. We assume that, consistent with the representations made in your letter, Interline Brands will file a certification on Form 15 making an appropriate claim under Exchange Act Rule 12h‑3 on or before the due date of its Form 10‑Q for the quarter ended September 25, 2015.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


Evan S. Jacobson
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/11/2015