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CORRESP
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CORRESP

211 College Road East

Princeton, New Jersey 08540
Telephone: (609) 452-8900

Facsimile: (609) 452-8211

http://www.interpool.com

April 27, 2005

VIA FAX

Ms. Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:
Interpool, Inc.

Schedule 14A filed January 26, 2005

Form 10-Q for the period ended September 30, 2004

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

     File No. 001-11862

Dear Ms. Long:

          We have prepared this
letter in response to the staff's comment letter dated February 24, 2005
regarding Interpool, Inc.'s Schedule 14A, filed January 26, 2005 (the
"Proxy Statement"), Form 10-Q for the period ended September 30, 2004
and Form 10-K for the year ended December 31, 2003 (the "2003 Form
10-K"). This letter supplements our letter to you dated March 7, 2005.

          Set forth below are our
responses to the comments of the staff communicated in the February 24, 2005
letter. For your convenience we have included the text of each of the
staff's numbered comments immediately before the applicable response.

          We have prepared an amended
version of our Proxy Statement in response to the staff's comments (a copy
of which is attached to this letter). We would appreciate receiving any comments
which the staff may have on the amended Proxy Statement prior to filing it with
the SEC. Once the amended Proxy Statement is in final form, we will be filing it
electronically via Edgar.

          Please note that, after we
received the staff's February 24, 2005 comment letter, we completed and
filed our Form 10-K for the year ended December 31, 2004 (the "2004 Form
10-K") with the SEC. As indicated below, we have taken the staff's
comments into account in preparing the 2004 10-K. We will, to the extent the
staff requires us to do so, file amendments to our 2003 Form 10-K and our Form
10-Q filings for 2004 to incorporate corresponding changes.

SCHEDULE 14A

General

1.
Please furnish the information required to be in the proxy statement by Rule
14a-5(e).

Response: Our amended Proxy Statement discloses, under the caption
"Stockholder Proposals for the 2005 Annual Meeting," that any proposal of a
stockholder intended to be presented at our 2005 Annual Meeting of Stockholders
must be received by our Secretary by May 13, 2005, for inclusion in our proxy,
notice of meeting and proxy statement relating to the 2005 Annual Meeting and
that any proposals received after that date will be considered untimely.

2.
Please be sure that your Edgar filed version shows page numbers for your amended
proxy statement, all other amended filings, and future filings.

          Response: We confirm
to the staff that, to the extent required, the Edgar filed version of our
amended Proxy Statement, as well as all future filings, will show page numbers.

3.
Please submit a proxy card with your amended filing and mark it as preliminary.

          Response: Attached
hereto is a form of proxy card, which will be filed with our amended Proxy
Statement.

4.
If the audited financial statements for the year ended December 31, 2004 are
available, they should be incorporated by reference into the proxy material. If
the audited financial statements are not yet available, please supplementally
tell us if there is any material adverse information, not previously disclosed,
of which you are aware.

          Response: Our
audited financial statements for the year ended December 31, 2004, which are
included in our 2004 Form 10-K, have been incorporated by reference into our
amended Proxy Statement. As noted below, a copy of the 2004 Form 10-K other than
exhibits thereto (as amended to include our assessment of the effectiveness of
our internal controls over financial reporting and the related auditor's
report) will be included with each copy of the Proxy Statement sent to
stockholders.

Item 1. Approval of the Issuance

6.
Please disclose the approximate amount of consideration to be received by the
company upon exercise of the warrants and the use of this amount, if
determinable.

          Response: In our
amended Proxy Statement, we disclose that we would receive cash proceeds of $150
million if all the outstanding warrants were exercised for cash by the holders
thereof. Any such proceeds would be used for general corporate purposes,
including, but not limited to, the purchase of equipment, retirement of debt,
acquisitions and/or working capital.

7.
Please confirm whether the Voting Agreement is in writing and whether you have
filed a copy on Edgar.

          Response: The Voting
Agreement is in writing. We do not believe that the Company has any material
obligations under the Voting Agreement. We have filed the Voting Agreement as
exhibit 10.59 to our 2004 Form 10-K. A copy of the Voting Agreement is being
furnished supplementally to the staff herewith.

Selected Financial Data

8.
Please provide the statement regarding whether representatives of the principal
accountants for the current year and for the most recently completed fiscal year
will be at the shareholders' meeting, as specified in Item 13(a)(6) to Schedule
14A.

          Response: A
representative of KPMG LLP, our independent registered public accounting firm
for the current year and for the most recently completed fiscal year, is
expected to be at the special shareholders' meeting. A statement to this
effect has been included in our amended Proxy Statement, under the caption
"Other Information."

Pro Forma Financial Information

9.
It appears that footnote (a) to the pro forma condensed consolidated statement
of income, for both periods presented, may be incorrect. You mention that you
have repaid "$31,605 of 7.20% notes due in 2007 and $17,490 of 7.35% notes due
in 2007." However, in Note 4, Debt and Capital Lease Obligations, of your Form
10-Q for the period ended September 30, 2004, you say that $31.6 million was
repaid on the 7.35% notes and $17.5 million was repaid on the 7.20% notes.
Please clarify this and make any appropriate changes to your pro forma financial
statements.

          Response: We have
corrected the error in footnote (a) to the pro forma condensed consolidated
statement of income. This footnote now reads as follows in our amended Proxy
Statement:

"(a) Amount reflects the incremental interest expense incurred on the issuance
of $150,000 of 6% notes, partially reduced by the interest expense savings on
the repayment of $31,605 of 7.35% notes due in 2007 and $17,490 of 7.20% notes
due in 2007 for the period from January 1 through September 14, 2004, the
effective date of the transaction."

10.
Please supplementally tell us whether the pro forma adjustment for interest
expense in each of the periods you have presented includes the effects of
amortization of debt issuance costs related to the $150 million of 6% notes.

          Response: We confirm
to the staff that the pro forma adjustment for interest expense in each of the
periods we have presented includes the effects of amortization of all debt
issuance costs related to the $150 million of 6% notes, including amortization
of original issue discount and amortization of all related fees and expenses.

11.
We do not believe it is appropriate to include an adjustment for interest income
earned from excess proceeds of the debt offering. Please revise your pro forma
condensed consolidated statements of income, for both periods presented, to
eliminate adjustment (b). You may, however, disclose this information in a
footnote to your pro forma condensed consolidated statements of income.

          Response: In the
revised pro forma financial information that has been included in our amended
Proxy Statement (which now covers the year ended December 31, 2004), we have
eliminated any interest income on excess proceeds of the debt offering.

12.
We assume that the 40% tax rate you have used represents a combined federal,
state, and local tax rate. Please confirm this assumption and/or expand footnote
(c) to describe what the tax rate represents.

          Response: We confirm
to the staff that the 40% tax rate used represents a combined federal, state,
and local tax rate. To clarify this point, we have expanded footnote (b) to our
pro forma condensed consolidated statement of income in the amended Proxy
Statement to read as follows: "(b) Amount reflects the tax effect of the
above items tax affected at 40%, which represents a combined federal, state and
local rate."

Other Information

13.
If you intend to deliver one proxy statement or annual report to two or more
shareholders who share an address, please provide the information specified in
item 23 to Schedule 14A.

          Response: We confirm
to the staff that we do not intend to deliver one proxy statement or annual
report to two or more shareholders who share an address.

FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 2003

Risk Factors

Our internal controls and procedures may require further improvements

14.
We note your use of the term "adequate" rather than "effective" when you refer
to the adequacy of your internal controls in the third to last sentence. Please
revise to state "effective" or explain in more detail whether you mean something
else. Make a similar revision in your section on Controls and Procedures where
you repeat this disclosure.

          Response: In
response to the staff's comment, we modified this disclosure in the
"Risk Factors" section of our 2004 Form 10-K, by replacing the term
"adequate" with "effective". We made this same revision in
our section on Controls and Procedures in the 2004 Form 10-K.

Management's Discussion and Analysis

Results of Operations, page 32

16.
For each of your segments discussed in Note 14, Segment and Geographic Data,
please discuss in your results of operations the material changes between
periods for revenue, lease operating, administrative and other expenses, and
income (loss) before income taxes. In doing so, please disclose the amount of
each significant change in line items between periods and the business reasons
for the change. In circumstances where there is more than one business reason
for the change, please attempt to quantify the incremental impact of each
individual business reason discussed on the overall change in the line item. See
Financial Reporting Codification, section 501.06(a).

          In
addition, please describe in your results of operations the method you use to
 allocate interest by segment and discuss the difference in the amounts
leveraged between the  two segments.

          Response: Please see
Annex A-1 to this letter, which sets forth our revised disclosure as requested
by the first paragraph of this comment, and Annex A-2 to this letter, which sets
forth our revised disclosure as requested by the second paragraph of this
comment. These revised disclosures were included in our 2004 Form 10-K. To the
extent applicable, similar disclosure will be included in our annual and
quarterly reports for future periods.

Liquidity and Capital Resources, page 41

17.
To enhance your disclosure, please provide a more robust discussion and analysis
of your cash inflows from both your direct financing and operating leases. This
discussion should include material changes in any underlying drivers of cash
flows from your leases, as well as discussion and analysis of known material
trends and uncertainties and prospective information regarding your cash inflows
from your leases. See Section IV of Release No 33-8350 Interpretation -
Commission's Guidance Regarding Management's Discussion and Analysis of
Financial Condition and Results of Operations for guidance.

Response: Please see Annex B to this letter, which provides more
discussion and analysis of our cash inflows from direct financing leases and
operating leases, as requested by this comment. This expanded disclosure was
included in our 2004 Form 10-K. To the extent applicable, similar disclosure
will be included in our annual and quarterly reports for future periods.

Contractual Obligations and Commercial Commitments, page 44

18.

Please expand your table of contractual commitments, or provide footnote
disclosure to the table, to address the cash requirement for interest. Refer to
footnote 46 of Release No 33-8350 Interpretation - Commission's Guidance
Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Response: Please see Annex C to this letter, which sets forth our
expanded disclosure addressing the cash requirements for interest, as requested
by this comment. This expanded disclosure was included in our 2004 Form 10-K. To
the extent applicable, similar disclosure will be included in our annual and
quarterly reports for future periods.

Financial Statements

Consolidated Statements of Cash Flows, page 70

19.

In your reconciliation of net income to net cash provided by operating
activities, you have combined changes in certain balance sheet accounts into the
line item "other, net". Please show separately all major classes of reconciling
items as stipulated in paragraph 29 of SFAS 95, Statement of Cash Flows.

Response: In our consolidated statements of cash flows, we are no longer
combining changes in balance sheet accounts into the line item "other, net."
Instead, we will show separately all major classes of reconciling items, as
requested. This revised presentation, set forth on Annex D hereto, was included
in our 2004 Form 10-K and will be included in our annual and quarterly reports
for future periods.

Note 1 - Nature of Operations and Significant Accounting Policies - Basis of
Consolidation, page 72

20.

Please revise your disclosure of accounting for investments under the equity
method to state that although you do not own a majority interest, you do have
the ability to assert significant influence over the investee as stated in APB
18, The Equity Method of Accounting for Investments in Common Stock.

Response: Please see Annex E to this letter, which sets forth our revised
disclosure as requested by this comment. This revised disclosure was included in
our 2004 Form 10-K. To the extent applicable, similar disclosure will be
included in our annual and quarterly reports for future periods.

Note 1 - Nature of Operations and Significant Accounting
Policies - Leasing Equipment, page 75

21.

We note that during 2002 and 2003, you recorded impairment charges related to
your container and chassis fleet. Please disclose the methodology you used to
determine the fair value of the impaired equipment as provided in paragraph
25(c) of SFAS 144, Accounting for the Impairment or Disposal of Long-Lived
Assets.

Response: Please see Annex F to this letter, which sets forth our revised
disclosure of the methodology used to determine the fair value of impaired
equipment as requested by this comment. This new disclosure was included in our
2004 Form 10-K. To the extent applicable, similar disclosure will be included in
our annual and quarterly reports for future periods.

Note 9 - Other Contingencies and Commitments - Guarantees,
page 100

22.

Please confirm to us that transactions for which you provide various tax-related
indemnifications for other parties are not "listed transactions" as defined by
the Internal Revenue Service.

Response: We confirm to the staff that none of the transactions for which
we provide various tax-related indemnification for other parties are "listed
transactions" as defined by the Internal Revenue Service.

Note 19 - Quarterly Financial Data, page
122

23.

You have indicated that when accounting for damaged equipment at the end of an
operating lease, amounts billed to customers "are not recorded in revenue when
invoiced; rather, they are used to establish a liability to cover the repair of
the equipment." Please supplementally tell us how you support this accounting
treatment (i.e.,