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)
Michael R. Williams, 160 W. Canyon Crest Rd., Alpine, UT
84004: (801) 756-3031
(Name Address and Phone Number of Person Authorized
to Receive Notices and Communications)
July 1, 1996 to August 14, 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
Michael R. Williams
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. Solve voting power.
Beneficially Owned 3,181,198 (includes 380,500 of
by Each Reporting currently exercisable options)
Person
8. Shared Voting Power
0
9. Sole Dispositive Power
3,181,198
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting
person.
3,181,198
12. Check box if the aggregate amount in row (11) excludes
certain shares
[ ]
13. Percent of class represented by amount in row (11).
22%
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) Michael R. Williams
(b) 160 West Canyon Crest Road
Alpine, UT 84004
(c) President, CEO and Chairman 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) Michael R. Williams owns beneficially
2,800,698 shares of the common stock of the Issuer. As of
November 1994, options to purchase 7,500 shares of the
common stock of the Company which he held became exercisable
for $5.65 per share. The options to purchase an additional
357,000 shares of the common stock of the Company are
exercisable at $1.08125 per share. The options expire August
20, 1998. According to an Officer and Director Stock Option
Plan, Mr. Williams was also granted 7,500 shares in March
1995 at $4.50 per share and another 7,500 shares in March
1996 at $4.50 per share.
(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 14,
1996):
Date Shares Price
7/02/96 2,500 2 1/2
7/03/96 10,000 2 1/4
7/05/96 4,500 2 1/16
7/05/96 1,000 2 1/8
7/08/96 3,600 2 1/8
7/08/96 3,100 2 5/16
7/08/96 1,000 2 3/16
7/09/96 6,300 2 1/4
7/09/96 750 2 3/16
7/10/96 2,100 2 1/16
7/10/96 5,000 2 1/8
7/11/96 2,200 2 1/16
7/12/96 6,700 2 1/16
7/12/96 1,100 2 1/8
7/15/96 1,250 2 1/16
7/16/96 500 2 1/16
7/17/96 1,650 1 15/16
7/17/96 3,350 1 7/8
7/18/96 5,000 1 7/8
7/18/96 7,550 1 7/8
7/18/96 7,800 1 15/16
7/19/96 1,300 1 7/8
7/22/96 750 1 7/8
7/23/96 650 1 7/8
7/23/96 4,350 1 3/4
7/24/96 500 1 9/16
7/26/96 450 1 5/8
7/26/96 2,550 1 9/16
8/01/96 12,000 1 1/16
8/02/96 500 1 9/16
8/14/96 3,000 1 11/16
(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 357,000 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.
The Company adopted a 1994 Officer and Director Stock
Option Plan on Feb. 24, 1994 and reserved 350,000 shares for
issuance under the plan. Pursuant to the formula provisions
of the plan each officer and director of the Company,
including the Reporting Person, is entitled to receive
options to purchase 7,500 share of the common stock of the
Company each year they continue to serve in a capacity as an
officer of director which options are exercisable at the
then fair market value. The Plan was approved by the
shareholders of the corporation May 10, 1994 and the
Reporting Person has received three sets of options of 7,500
shares under the Plan exercisable at $5.65, $4.50 and $4.50
per share, respectively, through February 24, 1999, March 1,
2000 and March 1, 2001, respectively.
Item 7. Exhibits
Exhibits relating to Michael R. Williams 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/ Michael R. Williams
Michael R. Williams
