SecProbe.io

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<FILENAME>filename1.txt
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May 26, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (609) 951-0362

Kathleen Francis, Esq.
Corporate Counsel
Interpool, Inc.
211 College Road East
Princeton, New Jersey 08540

      Re: 	Interpool, Inc.
Amendment No. 1 to Schedule 14A
Filed April 27, 2005
Form 10-K/A for Fiscal Year Ended December 31, 2004
Form 10-K for Fiscal Year Ended December 31, 2003
      File No. 001-11862

Dear Ms. Francis:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K/A for the year ended December 31, 2004
General

1. Please update your Schedule 14A to include the financial
statements for the period ended March 31, 2005.
Form 10-K for the Year Ended December 31, 2003
Item 9A. Controls and Procedures

2. We note your response to comment 25 in our letter dated
February
24, 2005.  However, we request that you revise your disclosure in
Item 9(a) of Form 10-K for the year ended December 31, 2003 and
Item
4 of Forms 10-Q for the periods ended March 31, 2004, June 30,
2004,
and September 30, 2004 to address our previous comment.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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.

      You may contact Dale Welcome, Staff Accountant, at (202)
551-
3865 or Nathan Cheney, Assistant Chief Accountant, at (202) 551-
3714
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Matt Franker, Staff Attorney,
at
(202) 551-3749 or Lesli Sheppard, Senior Staff Attorney, at (202)
551-3708 with any other questions.  Alternatively, you may contact
me
at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Jeffrey S. Lowenthal, Esq. (via facsimile 212/806-2509)
      Stroock & Stroock & Lavan LLP
      180 Maiden Lane
      New York, New York 10038-4982
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Kathleen Francis
Interpool, Inc.
May 26, 2005
Page 1

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

           DIVISION OF
CORPORATION FINANCE

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