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CORRESP
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CORRESPONDENCE

June 6, 2005

VIA FAX AND EDGAR

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.

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. Long:

          We have prepared this
letter in response to the staff's comment letter dated May 26, 2005 regarding
Amendment No. 1 to the Schedule 14A, filed by Interpool, Inc.
("Interpool") on April 27, 2005 (the "Proxy Statement"),
Interpool's Form 10-K for the year ended December 31, 2004, as amended by
the Form 10-K/A filed on May 2, 2005 (the "2004 Form 10-K"), and
Interpool's Form 10-K for the year ended December 31, 2003 (the "2003
Form 10-K").

          We have prepared an amended
version of our preliminary Proxy Statement in response to the staff's
comments, which we are filing electronically today on Edgar. A copy of our
amended Proxy Statement is attached to this letter as Annex 1. We have also
prepared an Amendment to Interpool's 2003 Form 10-K, responding to the
staff's second comment in the May 26 letter and making other changes to the
2003 Form 10-K, as described in the Explanatory Note appearing at the beginning
of the Amendment. This Form 10-K Amendment is being filed electronically today
on Edgar. Attached to this letter as Annex 2 is the revised version of Item 9(a)
as this Item appears in our amended Form 10-K for 2003, marked to show changes
from the original version of Item 9(a).

          As discussed with the
staff, in response to the second comment in the Staff's May 26, 2005
letter, we will prepare and file amendments to our Form 10-Q filings for the
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 prior to our
Special Meeting of Stockholders. As noted in our amended Proxy Statement, this
Special Meeting is currently scheduled for June 30, 2005. Attached to this
letter as Annex 3 is the revised language for Item 4 of these Form 10-Q reports,
which we propose to include in our Amendments to these filings.

          Set forth below are our
specific responses to the comments of the staff communicated in the May 26, 2005
letter. For your convenience, we have included the text of each of the
staff's numbered comments immediately before the applicable response.

1.
Please update your Schedule 14A to include the financial statements for the
period ended March 31, 2005.

          Response: Our
amended Proxy Statement accompanying this letter includes updated financial
information relating to the period ended March 31, 2005. Assuming the staff
advises us that there are no further comments on the proxy statement, we will
distribute this amended Proxy Statement to our stockholders. Each copy of the
amended Proxy Statement sent to stockholders will be accompanied by (i) a copy
of Interpool's 2004 Form 10-K and (ii) a copy of Interpool's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005.

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.

          Response: In
response to this comment, we have revised Item 9(a) of our 2003 Form 10-K to
more clearly state our management's conclusion regarding the effectiveness
of our disclosure controls and procedures for the period covered by our 2003
Form 10-K. Please see Annex 2 to this letter for our proposed revisions to Item
9(a) of our 2003 Form 10-K. As explained in the Explanatory Note which appears
at the beginning of our Form 10-K/A, it has also been necessary for us to make
changes to Item 6 (Selected Financial Data), Item 7 (Management's
Discussion and Analysis) and Item 8 (Financial Statements and Supplementary
Data) of our 2003 Form 10-K.

          Insofar as the staff's
comment relates to our Form 10-Q reports with respect to the periods ended March
31, 2004, June 30, 2004 and September 30, 2004, we will amend these filings to
revise Item 4 in order to more clearly state our management's conclusion
regarding the effectiveness of our disclosure controls and procedures for these
periods. Please see Annex 3 to this letter for our proposed revisions to Item 4
of each of these filings. In connection with these amendments to our Form
10-Q's, it will also be necessary for us to make changes to Item 7 and Item
8, similar to the changes we have made in these items in our 2003 Form 10-K/A.
(An appropriate explanatory note regarding all these changes will be included in
each Amendment we will file with respect to these quarterly filings.) Assuming
our proposed changes to Item 4 are acceptable to the staff, we will amend our
2004 Form 10-Q filings to incorporate these changes prior to the date of our
special stockholder meeting to which the Proxy Statement relates.

          As we are seeking to print
and distribute our Proxy Statement by this Wednesday, June 8, we would greatly
appreciate receiving any further comments which the staff may have on the
amended Proxy Statement, or the revisions to our 2003 Form 10-K and anticipated
revisions to our 2004 Form 10-Q filings, within the next day, if at all
possible.

          In connection with our
response to the staff's comments, we acknowledge that: (i) we are
responsible for the adequacy and accuracy of the disclosure in our filings; (ii)
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
(iii) we 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.

          Once you have had an
opportunity to review this response, 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 response letter.

Very truly yours,

/s/ James F. Walsh

James F. Walsh

Executive Vice President and

Chief Financial Officer

ANNEX 1

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. 2)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X]  Preliminary Proxy Statement

[_]  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[_]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[_]  Soliciting Material Underss.240.14a-12

Interpool, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)
Title of each class of securities to which transaction applies:

_____________________________________________________

(2)
Aggregate number of securities to which transaction applies:

_____________________________________________________

(3)
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

_____________________________________________________

(4)
Proposed maximum aggregate value of transaction:

_____________________________________________________

(5)
Total fee paid:

_____________________________________________________

[_]   Fee paid previously with preliminary materials:

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1)
Amount Previously Paid:

_____________________________________________________

(2)
Form, Schedule or Registration Statement No.:

_____________________________________________________

(3)
Filing Party:

_____________________________________________________

(4)
Date Filed:

_____________________________________________________

INTERPOOL, INC.

211 College Road East

Princeton, New Jersey 08540

June [ ], 2005

Dear Stockholders:

We have scheduled a special
meeting of our stockholders for the purpose of obtaining stockholder approval
for the issuance of up to 2,857,565 shares of common stock upon the exercise of
certain Series B warrants that were sold by Interpool in connection with a
private transaction in September 2004. The meeting will be held on June 30, 2005
at 10:00 a.m. at the Union League Club, 38 East 37th Street, New York, New York
10016. Please note that business attire is required by the Union League Club.

On the following pages you
will find the formal notice of the special meeting and proxy materials. The vote
of each stockholder is important. Please be sure to mark, sign and return the
enclosed proxy card so that your shares will be represented. Even if you have
executed a proxy, you may still attend the special meeting and vote your shares
in person.

Sincerely,

Martin Tuchman

Chairman of the Board and Chief Executive Officer

INTERPOOL, INC.

211 College Road East

Princeton, New Jersey 08540

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

June 30, 2005

Princeton, New Jersey

June [ ], 2005

To the Stockholders:

          NOTICE IS HEREBY GIVEN that
a Special Meeting of Stockholders of INTERPOOL, INC. (the "Company")
will be held at the Union League Club, 38 East 37th Street, New York, New York
10016 on June 30, 2005, at 10:00 a.m., Eastern Time, for the following purposes:

3.
to approve the issuance of up to 2,857,565 shares of the Company's common stock
upon the exercise of certain Series B warrants sold by the Company in connection
with a private transaction consummated by the Company in September 2004; and

4.
to act upon such other matters as may properly come before the
meeting or any adjournments thereof.

          All holders of common stock
of record at the close of business on May 27, 2005 will be entitled to notice
and to vote at the Special Meeting.

          Regardless of whether you
vote using a traditional proxy card, through the Internet or by telephone, you
may change your vote at any time before it is voted at the meeting.

By Order of the Board of Directors

Martin Tuchman

Chairman and Chief Executive Officer

INTERPOOL, INC.

211 College Road East

Princeton, New Jersey 08540

PROXY STATEMENT

          This Proxy Statement is
furnished in connection with the solicitation on behalf of the Board of
Directors of Interpool, Inc. (the "Company") of proxies for use at our
Special Meeting of Stockholders (the "Special Meeting") to be held on
June 30, 2005 at 10:00 a.m., Eastern Time, and at any adjournments thereof.

          This Proxy Statement,
Notice of Meeting and Form of Proxy for the Special Meeting and accompanying
materials are being mailed to each stockholder at such holder's address of
record on or about June [__], 2005.

GENERAL

          Only stockholders of record
at the close of business on May 27, 2005 are entitled to notice and to vote the
shares of our common stock (the "common stock") held by them on that
date at the Special Meeting or any adjournments thereof.

          If the accompanying proxy
card is voted by casting your vote via regular mail, or via the Internet or
telephone by following the instructions on the Proxy Card, and is not revoked,
it will be voted in accordance with the instructions contained therein. Unless
contrary instructions are given, the persons designated as proxy holders in the
proxy card will vote for approval of the proposal contained herein, and, with
regard to any other matters that may properly come before the meeting, as
recommended by the Board of Directors; or, if no such recommendation is given,
in their own discretion. Each stockholder may revoke a previously granted proxy
at any time before it is exercised by filing a revoking instrument or a duly
executed proxy bearing a later date with our Secretary. The powers of the proxy
holders will be suspended if the person executing the proxy attends the Special
Meeting in person and so requests. Attendance at the Special Meeting will not,
in itself, constitute revocation of a previously granted proxy.

          The presence at the Special
Meeting, in person or by proxy, of the holders of a majority of the shares of
common stock outstanding on May 27, 2005 will constitute a quorum. Each
outstanding share entitles its holder to cast one vote on each matter to be
voted upon at the Special Meeting. As of May 27, 2005, there were 27,639,853
shares of common stock outstanding.

          The cost of soliciting
proxies in the enclosed form will be borne by the Company. It is expected that
the solicitation will be primarily by mail. Our officers and regular employees
may, but without compensation other than their regular compensation, solicit
proxies by further mailing or personal conversations, telephone or facsimile. We
will, upon request, reimburse brokerage firms and others for their reasonable
expenses in forwarding solicitation material to the beneficial owners of stock.

SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets
forth certain information with respect to the beneficial ownership of the
Company's common stock as of May 27, 2005 by certain beneficial owners,
each of the Company's directors, certain executive officers and all
executive officers and directors as a group.

                                                                                          Options
                                                                                        Exercisable
                                                                         Number of        Within       Percentage
Name of Beneficial Owner                                                 Shares (1)       60 Days     Of Class (1)
Officers and Directors:
Martin Tuchman (2)(3)                                                     9,302,620      2,280,000         31.09%
Arthur L. Burns                                                             210,008         96,563          *
Warren L. Serenbetz, Jr.(4)(5)(6)(11)                                       473,726              0          1.71%
Peter D. Halstead                                                            67,500         60,000          *
Clifton H. W. Maloney                                                        15,000         15,000          *
Joseph J. Whalen                                                             37,500         37,500          *
William J. Shea                                                                   0              0          *
Michael S. Mathews                                                                0              0          *
William A. Geoghan (7)                                                        9,398          7,500          *
Herbert Mertz (7)                                                             9,397          7,500          *
Richard W. Gross (7)                                                          2,333              0          *
Brian Tracey                                                                  1,176              0          *
James F. Walsh (7)                                                               25              0          *
Christopher N. Fermanis (7)