SecProbe.io

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August 29, 2005

Mail Stop 7010

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

Martin Tuchman
Chairman and Chief Executive Officer
Interpool, Inc.
211 College Road East
Princeton, New Jersey 08540

Re: 	Interpool Inc.
	Registration Statement on Form S-4
Filed August 2, 2005
	File No. 333-127087

Dear Mr. Tuchman:

      We have limited our review of your filing to those issues we
have addressed in our 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.

General

1. Prior to effectiveness, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance on the staff`s position enunciated in the Exxon Capital
Holdings Corporation (May 13, 1988), Shearman & Sterling (July 2,
1993), and Morgan Stanley & Co. Incorporated (June 5, 1991) no-
action
letters.  Also include the supplemental representations from
Shearman
& Sterling and Morgan Stanley & Co. Incorporated.  Please be sure
to
file this letter on Edgar.

2. Please include interim financial statements for the period
ended
June 30, 2005.  Please similarly update your financial information
throughout the filing.  See Rule 3-12 of Regulation S-X.

Cover Page

3. Please confirm supplementally that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.

4. As currently represented, the offer could be open for less than
twenty full business days due to the 5:00 p.m. expiration time
instead of an expiration time of midnight on what ultimately may
be
the twentieth business day following commencement.  See Question
and
Answer 8 in Exchange Act Release No. 16623 (March 5, 1980).
Please
confirm that the offer will be open at least through midnight on
the
twentieth business day.  See Rule 14d-1(g)(3).

Ranking

5. Please update your disclosures and quantify as of the most
recent
practicable date the amount of debt that is senior, equal, and
junior
to these notes.  Also quantify the extent to which you may incur
additional indebtedness

Risk Factors

6. Under distinct risk factor subheadings, please discuss the
risks
that:
* Investors may not be able to determine when a change of control
giving rise to their right have the exchange notes repurchased by
the
company has occurred following a sale of "substantially all" of
the
company`s assets; and
* The company can enter into transactions like recapitalizations,
reorganizations and other highly leveraged transactions that do
not
constitute a change of control but that could adversely affect the
holders of the notes.
      We note your disclosures under the subheading "Change of
Control."

A substantial portion of our future cash flows will be needed to
service . . . .

7. Please state your current annual debt service payment
obligations.

8. Please confirm to us supplementally that you are in compliance
with all of the terms of your outstanding debt and required
ratios.
In the event you are not in compliance, please disclose the terms
you
do not meet and potential consequences.

Increases in interest rates may increase our debt service
obligations
. . . .

9. Please indicate how much your interest expense will increase
for
each 1% increase in interest rates.

Use of Proceeds, page 20

10. Please revise your disclosure in this section to state the
interest rate and maturity of the indebtedness repaid with the
proceeds of the September 2004 offering of the notes being
exchanged.
See Instruction 4 to Item 504 of Regulation S-K.

11. We note your disclosure that you have used and intend to
continue
to use proceeds from the September 2004 and November 2004
offerings
for acquisitions.  Please provide the information required by
Instruction 6 to Item 504 of Regulation S-K.  Identify any
businesses
acquired or if these identities are not known, the nature of the
business(es) to be sought and the status of any negotiations with
respect to a material acquisition.  Otherwise, please confirm to
us
that you have complied with  Instruction 6.

The Exchange Offer, page 103
Expiration Date; Extensions; Amendments

12. Please advise us as to how oral notice of any extension is
reasonably calculated to reach registered holders of outstanding
notes or otherwise satisfies the requirements of Rule 14e-1(d).

13. You reserve the right to delay acceptance of any tendered
notes.
Clarify in what circumstances you will delay acceptance and
confirm
that any such delay will be consistent with Rule 14e-1(c).  For
example, if you are referring to the right to delay acceptance
only
due to an extension of the exchange offer, so state.

14. We note your reservation of the right to amend the terms of
the
offer.  Please revise to indicate that, in the event of a material
change in the offer, including the waiver of a material condition,
you will extend the offer period if necessary so that at least
five
business days remain in the offer following notice of the material
change.

Conditions to the Exchange Offer

15. Please revise the first sentence of this section to indicate
that
all conditions to the offer, other than those subject to
government
approval, will be satisfied or waived prior to expiration of the
offer, not merely before acceptance of the outstanding notes for
exchange.

16. Please revise your statement in the third paragraph of this
section stating that you will return any improperly tendered notes
"as soon as practicable following expiration or termination of the
exchange offer."  Please note that Rule 14e-1(c) requires that you
issue the exchange notes or return the initial notes "promptly"
upon
expiration or termination of the offer, as applicable.  Please
revise
here and throughout the document, as necessary.

Description of Exchange Notes, page 113
Events of Default, Notice and Waiver

17. We note your statement that a cross-default on your other debt
could constitute an event of default under the indenture.  Please
elaborate on the terms of your outstanding indebtedness relating
to
events of default if a default could result in the acceleration of
such indebtedness and therefore an event of default under the
indenture.  If the violation of financial covenants you have made
in
connection with other indebtedness would ultimately result in an
event of default under the indenture, please describe those
covenants
as they would be in effect from time to time throughout the term
of
the exchange notes.  Finally, if a default in any of the terms of
your outstanding indebtedness could result in the acceleration of
that indebtedness and therefore an event of default under the
indenture, please include a risk factor discussing this
possibility
and the company`s ability to repay all accelerated indebtedness,
including the exchange notes, simultaneously.

Exchange Agent

18. Please revise to complete the missing information in this
section.

Legal Matters

19. Please state that Stroock & Stroock & Lavan has passed on the
enforceability of the company`s obligations under the exchange
notes.
Available Information

20. Please delete reference to the regional public reference
facilities formerly maintained by the SEC in New York and Chicago.

Part II
Undertakings

21. Provide the undertakings listed in Item 512(a) of Regulation
S-K,
as required by paragraph (a)(3) to Rule 415 of Regulation C.

Exhibits
Letter of Transmittal

22. Delete language in the letter of transmittal requiring the
note
holder to acknowledge or certify that he has "read,"
"understands,"
or "recognizes" all of the terms of the exchange offer.

      As appropriate, please amend your registration statement in
response to these comments.  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 Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date

      Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or Lesli Sheppard, Senior Staff Attorney, at (202) 551-3708 with
any
questions.  Alternatively, you may contact me at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Jeffrey S. Lowenthal, Esq. (via facsimile 212/806-6006)
      Stroock & Stroock & Lavan LLP
      180 Maiden Lane
      New York, New York 10038
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Martin Tuchman
Interpool, Inc.
August 29, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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