SecProbe.io

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Mail Stop 0510

March 30, 2005

By U.S. Mail and Facsimile

Mr. James F. Walsh
Executive Vice President and Chief Financial Officer
Interpool, Inc.
211 College Road East
Princeton, NJ 08540

Re:	Interpool, Inc.
      Schedule 14A filed January 26, 2005
	Form 10-K for the year ended December 31, 2003
	Form 10-Q for the period ended September 30, 2004
      File No. 001-11862

Dear Mr. Walsh:

We have reviewed your response letter dated March 7, 2005 and have
the following additional comment.  If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  After reviewing this information, we may or may
not
raise additional comments.

Form 10-K for the year ended December 31, 2003

Financial Statements

Note 19 - Quarterly Financial Data, page 122

1. We have read your response to prior comment 23.  Based upon our
analysis, we are unable to concur with your accounting treatment
for
damaged equipment at the end of an operating lease.  We believe
that
the amount billed to the customer for the damaged equipment should
be
recorded as revenue, with the cost to the depot, in an equal
amount,
recorded as lease operating expense.  Please refer to EITF 01-14
for
guidance.

	*	*	*	*

Please respond to this comment within 10 business days, or tell us
when you will provide us with a response.  Please provide us with
a
supplemental response letter that keys your response to our
comment.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
response to our comment.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

If you have any questions regarding this comment, please direct
them
to Dale Welcome, Staff Accountant, at (202) 942-2871, Nathan
Cheney,
Assistant Chief Accountant, at (202) 942-1804 or, in their
absence,
to the undersigned at (202) 824-5373.

Sincerely,

John Cash
Accounting Branch Chief

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Interpool, Inc.
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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