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corresp

May 10, 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:

This letter supplements our letter to you of April 27, 2005, in which we
responded to the staff’s February 24, 2005 comment letter regarding the
preliminary proxy statement filed by Interpool, Inc.

In our April 27, 2005 response to comments 24 and 25 from the staff’s
February 24, 2005 letter, we referred you to Annex G, attached thereto, which
set forth an excerpt from our expanded disclosure with respect to Item 9A.
Controls and Procedures that was included in our Form 10-K for the year ended
December 31, 2004 (the "2004 Form 10-K"). Subsequent to the date of
our April 27, 2005 letter, we amended our 2004 Form 10-K by filing a Form 10-K/A
on May 2, 2005 (the "Form 10-K/A") in which we added the required
reports on internal controls (as contemplated by Release No. 34-50754) and also
amended our disclosure under Item 9A Controls and Procedures.

Attached hereto is the revised version of our expanded disclosure for Item 9A.
Controls and Procedures as it was included in our Form 10-K/A filed on May 2,
2005. Similar disclosure will be included in our annual reports for future
periods and, to the extent applicable, in our quarterly reports for future
periods. The attachment should be substituted for Annex G to our April 27, 2005
letter.

Once you have had an opportunity to review the attached, please contact the
undersigned at (609) 452-8900 or our counsel, Jeffrey Lowenthal, Esq. of Stroock
& Stroock & Lavan LLP at (212) 806-5509, with any questions or further
comments relating to this matter.

Very truly yours,

/s/ James F. Walsh

James F. Walsh

Executive Vice President and

Chief Financial Officer

Attachment

ITEM 9A.      CONTROLS AND PROCEDURES

(a) Management's Conclusion Regarding the Effectiveness of Disclosure
Controls and Procedures

The Company maintains
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in its reports filed or submitted pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, and that
information required to be disclosed by the Company in its Exchange Act reports
is accumulated and communicated to management, including the Company’s
Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.

Under the supervision and
with the participation of its management, including the Company’s Chief
Executive Officer and Chief Financial Officer, the Company carried out an
evaluation of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(e) and 15d-15(e) as of December 31, 2004.  Based upon that
evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures
were not effective as of such date due to the material weaknesses described
below in Management's Report on Internal Control Over Financial Reporting.

           In
light of these material weaknesses, in preparing its consolidated financial
statements as of and for the fiscal year ended December 31, 2004, the Company
performed additional analyses and other post-closing procedures in regard to the
material weaknesses noted below to ensure the Company's consolidated financial
statements included in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 have been prepared in accordance with U.S. generally accepted
accounting principles.

(b) Management's Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is identified
in Exchange Act Rule 13a-15(f). The Company’s internal control system is a
process designed to provide reasonable assurance to the Company’s
management, Board of Directors and shareholders regarding the reliability of
financial reporting and the preparation and fair presentation of financial
statements for external reporting purposes in accordance with U.S. generally
accepted accounting principles.

The Company’s internal
control over financial reporting includes policies and procedures that pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect transactions and disposition of assets; provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. generally accepted accounting principles, and
that receipts and expenditures are being made only in accordance with the
authorization of its management and directors; and provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on
its financial statements.

All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Management assessed the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2004. In making this assessment, the
Company used the control criteria framework of the Committee of Sponsoring
Organizations ("COSO") of the Treadway Commission published in its report
entitled Internal Control-Integrated Framework. As a result of their assessment,
management identified material weaknesses in the Company’s internal control
over financial reporting. Based on the material weaknesses identified as
described below, management concluded that the Company’s internal control
over financial reporting was not effective as of December 31, 2004. The
independent registered public accounting firm that audited the Company’s
consolidated financial statements has issued an audit report on
management’s assessment of, and the effectiveness of, the Company’s
internal control over financial reporting as of December 31, 2004. This report
appears in Item 9A(c).

A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. As a result of its assessment, the Company has identified the
following material weaknesses in internal control over financial reporting as of
December 31, 2004:

•

Financial reporting policies and procedures. The Company lacked sufficient
policies and procedures to ensure preparation of financial information in
accordance with U.S. generally accepted accounting principles, as follows:

•

Non-routine transactions. The Company lacked effective communication and review
of the accounting for certain non-routine transactions. As an example, there was
inadequate communication regarding the exercise of stock options between
management and the accounting and tax departments. As a result, the tax benefit
associated with the exercise of the stock options was not correctly accounted
for as additional paid in capital. In addition, the Company did not consider all
of the factors and assumptions in determining the fair value of two series of
warrants issued in connection with a long-term debt agreement. These errors
resulted in material misstatements which were detected and corrected prior to
issuance of the Company’s 2004 consolidated financial statements.

•

Elimination of intercompany transactions. The Company lacked policies and
procedures for identifying and reviewing the propriety of the elimination
entries within its consolidation on a timely basis. During the preparation of
its Form 10-Q for the third quarter of 2004, the Company identified an entry
that was recorded historically to eliminate intercompany profits generated from
the sale of equipment to a wholly-owned subsidiary. These profits should have
been amortized over the period in which the equipment was being depreciated by
that subsidiary. No such amortization was recorded in the Company’s
accounting records. The amortization would have ended prior to any period being
reported on by the Company in its December 31, 2004 Form 10-K. The effect of
this error was to understate earnings during the period that the equipment was
being depreciated. The Company determined the correction of this error should be
reported as an adjustment to opening retained earnings of the earliest year
presented.

•

Inadequate review procedures and segregation of duties. There was inadequate
management review of transactions generated in the billing and procurement
processes to ensure the accuracy and completeness of transactions administered
by those departments. Specifically, there was incomplete documentation
supporting the authorization of certain equipment purchases and an inadequate
process to ensure that equipment purchases were recorded on a timely basis. In
addition, the review of manual invoicing and manual credits was not always
documented. There was inadequate segregation of duties in the billing, accounts
receivable and accounts payable departments. Specifically, one individual had
the ability to create invoices and apply cash while another individual was able
to add vendors and process accounts payable. These deficiencies represented more
than a remote likelihood that a material misstatement of the Company’s
annual or interim financial statements would not have been prevented or
detected.

•

Technical accounting expertise. The Company did not employ accounting personnel
possessing an appropriate level of technical expertise in U.S. generally
accepted accounting principles, as follows:

•

Interest rate swap transactions. The Company lacked adequate technical expertise
related to accounting for derivative instruments, including the preparation of
the formal documentation required under SFAS 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). Specifically, the
Company did not accurately identify in its documentation the forecasted
transactions and used an inappropriate method to measure the ineffectiveness of
certain interest rate swap agreements. As a result of this deficiency, these
interest rate swap agreements did not qualify for hedge accounting. Accordingly,
the Company restated its consolidated interim financial information for the
first three quarters of 2004 by reclassifying amounts previously recorded in
other comprehensive income to fair value adjustment for derivative instruments.

•

Income taxes. The Company lacked adequate technical expertise related to
accounting for income taxes. Specifically, the Company did not apply the correct
tax treatment related to the minority interest of a non-wholly- owned
subsidiary. This deficiency resulted in a material misstatement in income tax
expense which was detected and corrected prior to issuance of the Company’s
September 30, 2004 consolidated financial statements.

Additionally,
the Company lacked adequate and effective analysis and management review of the
relevant documentation supporting the deferred tax asset and liability accounts.
This deficiency represents more than a remote likelihood that a material
misstatement of the Company’s annual or interim financial statements would
not have been prevented or detected.

•

Account reconciliations. The Company’s accounting department was not
adequately staffed with trained personnel, which resulted in a lack of complete
and timely reconciliations between the subsidiary and general ledger for
accounts receivable and intercompany accounts. This deficiency represented more
than a remote likelihood that a material misstatement related to the accuracy
and completeness of these account balances in the Company’s annual or
interim financial statements would not have been prevented or detected.

•

Information technology systems. The Company’s information technology
systems were inadequate to ensure accurate reporting of transactions, as
follows:

•

Direct financing leases. The Company’s lease accounting system was not
designed to adequately account for all types of direct financing lease
transactions in accordance with U.S. generally accepted accounting principles.
Specifically, the system did not correctly account for earnings on direct
financing leases with purchase options greater than $1. This deficiency
represented more than a remote likelihood that a material misstatement of the
Company’s annual or interim financial statements would not have been
prevented or detected.

•

Security of information technology. The Company’s information systems
lacked security policies and procedures, including appropriate encryption and
standard security settings. Additionally, the Company did not have system access
controls over certain spreadsheets supporting financial information and other
information systems. These deficiencies represented more than a remote
likelihood that a material misstatement of the Company’s annual or interim
financial statements would not have been prevented or detected.

•

Design of equipment leasing systems. The Company's systems for equipment leasing
did not have certain automated interfaces thereby requiring significant manual
intervention for the billing and processing of lease equipment transactions.
Further, the system to track the cost of remanufacturing equipment at the end of
the lease term was not designed to appropriately identify costs directly related
to the underlying equipment. As a result, the accounting for these
remanufacturing costs was processed manually. These deficiencies represented
more than a remote likelihood that a material misstatement of the Company’s
annual or interim financial statements would not have been prevented or
detected.

(c) Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Interpool, Inc.:

We have audited
management's assessment, included in the accompanying Management's Report on
Internal Control Over Financial Reporting (Item 9A(b)) that Interpool, Inc. and
subsidiaries (the Company) did not maintain effective internal control over
financial reporting as of December 31, 2004, because of the effect of material
weaknesses identified in management's assessment, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Company’s
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.

We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included
obtaining an un