UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
INTERLINE RESOURCES CORPORATION
(Name of Issuer)
Common Stock $.005 par value
(Title and Class of Securities)
458744109
(CUSIP Number)
Gearle D. Brooks, 8531 S. 700 West, Sandy, UT 84070:
(801) 562-0933
(Name Address and Phone Number of Person Authorized
to Receive Notices and Communications)
July 1, 1996 to August 28, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is subject of
the Schedule 13D, and is filing this schedule because of
Rule 13-D-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
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CUSIP NO. 458744109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Gearle D. Brooks
2. Check the appropriate box if a member of a group.
(a) [ ]
(b) [ ]
3. SEC use only.
4. Source of funds.
Not applicable
5. Check Box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e).
[ ]
6. Citizenship or Place of Organization.
USA
Number of Shares 7. Sole voting power.
Beneficially Owned 729,500 (includes 162,500
of currently exercisable options)
by Each Reporting
Person
8. Shared Voting Power
0
9. Sole Dispositive Power
729,500
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting
person.
729,500
12. Check box if the aggregate amount in row (11) excludes
certain shares
[ ]
13. Percent of class represented by amount in row (11).
5.2% (including options)
14. Type of reporting person.
IN
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Item 1. Security and Issuer
Common Stock, $.005 par value
Interline Resources Corporation
160 West Canyon Crest Road
Alpine, UT 84004
Item 2. Identity and Background
(a) Gearle D. Brooks
(b) 8531 S. 700 West
Sandy, UT 84070
(c) Employee of Interline Resources Corporation
160 West Canyon Crest Road
Alpine, UT 84004
(d) None
(e) None
(f) USA
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable
Item 4. Purpose of the Transaction
Not Applicable
Item 5. Interest in Securities of Issuer
(a) Gearle D. Brooks owns beneficially 729,500
shares of the common stock of the Issuer. As of November 10,
1994, options to purchase 162,500 shares of the common stock
of the Company are exercisable at $1.08125 per share. The
options expire August 20, 1998.
(b) Sole voting and dispositive power as to all
options and underlying shares.
(c) The reporting person made the following sales
of stock in the last 60 days (from August 28, 1996):
Date Shares Price
7/01/96 1,000 3 1/4
7/01/96 9,000 3 1/8
7/02/96 2,000 3
7/03/96 1,000 3
7/03/96 4,000 2 7/8
7/03/96 1,000 2 13/16
7/03/96 4,000 2 3/4
7/05/96 2,000 2 3/4
7/05/96 1,000 2 5/8
7/08/96 7,500 2 1/2
7/08/96 2,000 2 9/16
7/10/96 500 2 1/8
7/10/96 4,000 2 1/16
7/10/96 500 2 1/8
7/11/96 6,200 2 1/4
7/11/96 1,300 2 1/16
7/12/96 6,300 2 1/4
7/12/96 750 2 3/16
7/15/96 2,000 2 1/16
7/15/96 5,000 2 1/8
7/16/96 2,200 2 1/16
7/17/96 6,700 2 1/16
7/17/96 1,100 2 1/8
7/18/96 1,250 2 1/16
7/19/96 500 2 1/16
7/22/96 1,650 1 15/16
7/22/96 3,350 1 7/8
7/23/96 7,550 1 7/8
7/23/96 7,800 1 15/16
7/23/96 5,000 1 7/8
7/24/96 1,300 1 7/8
7/25/96 750 1 7/8
7/26/96 650 1 7/8
7/26/96 4,350 1 3/4
7/26/96 10,000 1 3/4
7/29/96 500 1 9/16
7/31/96 450 1 5/8
7/31/96 2,550 1 9/16
8/06/96 3,000 1 1/8
8/07/96 5,000 1 1/4
8/07/96 30,000 1 1/8
8/14/96 17,000 1 3/4
8/18/96 2,000 2
8/20/96 4,000 1 5/8
8/21/96 2,500 1 9/16
8/21/96 7,500 1 1/2
8/22/96 1,300 1 1/2
8/22/96 8,700 1 7/16
8/23/96 500 1 1/2
8/23/96 2,600 1 7/16
8/28/96 5,000 1 1/2
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The reporting Person was granted 162,500 options to
purchase shares of the common stock of Interline Resources
Corporation (the "Company") exercisable for $1.08125 per
share effective upon shareholder approval. The shareholders
approved the Plan on May 10, 1994 and pursuant to the terms
of the Plan, the options became exercisable Nov. 10, 1994
and are exercisable through Aug. 20, 1998.
Item 7. Exhibits
Exhibits relating to Gearle D. Brooks' shares and
options have already been filed with past forms of Schedule
13D.
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Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
September 18, 1996
/s/ Gearle D. Brooks
Gearle D Brooks
