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CORRESP
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CORRESPONDENCE

STROOCK & STROOCK & LAVAN LLP

180 Maiden Lane

New York, New York 10038

December 16, 2005

Via Edgar Transmission

Ms. Pamela Long

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

Re:
Interpool Inc

Registration Statement on Form S-4

Filed August 2, 2005

File No. 333-127087

Dear Ms. Long:

On behalf of Interpool, Inc. (the "Company"), we have transmitted electronically
for filing under the Securities Act of 1933, as amended, Amendment No. 1
("Amendment No. 1") to the above-referenced Registration Statement of the
Company. In connection with such filing, set forth below are responses to the
comments of the Staff communicated in your letter dated August 29, 2005
addressed to the Company. For your convenience, we have included the Staff's
comments in italics herein immediately before the applicable response. Unless
otherwise indicated, all references to page numbers are to page numbers in
Amendment No. 1, as marked to show changes from the initial Registration
Statement. Several courtesy copies of Amendment No. 1 are being delivered to the
attention of Mr. Matt Franker of the Staff.

          We
wish to point out to the Staff that Amendment No. 1 includes unaudited condensed
consolidated financial statements of the Company for the nine-month period ended
September 30, 2005.

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.

Response: The Company confirms that, prior to effectiveness, it will
furnish to the Commission, and file via Edgar, a supplemental letter on Company
letterhead, wherein the Company will make the statements and representations for
the exchange offer required by the Commission's relevant no action letters.

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.

Response: As noted above, the Company has included unaudited condensed
consolidated financial statements for the nine months ended September 30, 2005
on pages F-53 through F-61. The Company has similarly updated its financial
information throughout the filing.

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.

Response: We confirm that the expiration date will be included in the
final prospectus disseminated to security holders and filed with the Commission
pursuant to the applicable provisions of Rule 424. The expiration date will be
determined after the Registration Statement becomes effective.

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).

Response: The Company confirms that the exchange offer will be open at
least through midnight on the twentieth business day following commencement. The
expiration time will be no earlier than 5:00 p.m. on the business day following
such twentieth business day.

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.

Response: The Company has updated its disclosures on pages 12 and 127 of
the prospectus to quantify as of September 30, 2005 the amount of debt that is
senior, equal, and junior to the Exchange Notes. Also, the Company has added
disclosure regarding the extent to which it may incur additional indebtedness
under the Indenture.

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 to 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."

Response: The Company has included these risks under distinct risk factor
subheadings, beginning on page 13 of Amendment No. 1.

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

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

Response: The Company has stated its current annual debt
service payment obligations, beginning on page 18.

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.

Response: The Company confirms that it believes it is in compliance with
all of the terms of its outstanding debt and required ratios.

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.

Response: The Company's has revised the section, beginning on page 19, as
requested.

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.

Response: The Company has revised its disclosure in this section,
beginning on page 21, to include information regarding the payment terms of the
indebtedness that was repaid with the proceeds of the Notes.

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.

Response: At this time, the Company has not specifically
identified any potential acquisitions for which such proceeds would be used.
Accordingly, the Company does not believe that any such information is required
at this time. The Company confirms that it has complied with Instruction 6 to
Item 504 of Regulation S-K.

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).

Response: The Company has revised its disclosure, beginning on page 118],
to delete any references to oral notice of an extension. Notice of any extension
will be given by press release or otherwise in writing.

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.

Response: The Company has revised its disclosure, beginning on page 118,
to clarify that it will only delay acceptance of any tendered Notes in
connection with an extension of the Exchange Offer. Any such delay will be
consistent with Rule 14(e)-1.

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.

Response: The Company has revised its disclosure, beginning on page 118,
to make clear that if there is a material change in the exchange offer
(including the waiver of a material condition), the offer period will be
extended, as necessary.

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.

Response: The Company has revised this section of the prospectus to
include the statement requested by the Staff.

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.

Response: The Company has revised this paragraph beginning on page 119,
to make clear that improperly tendered notes will be returned "promptly."

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.

Response: The Company has discussed this risk under a new risk factor
subheading, beginning on page 13. The new risk factor includes a summary of the
most restrictive financial covenants applicable to the Company under the terms
of its outstanding indebtedness.

Exchange Agent

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

Response: The Company has revised this section, beginning on page 125, to
include the relevant information for the Exchange Agent.

Legal Matters

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

Response: The Company has revised this section on page 154 as requested.

Available Information

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

Response: The Company has deleted these out-of-date references on page
156.

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.

Response: The undertakings contained in Item 22 have been revised to
include all the undertakings required by Item 512(a) of Regulation S-K.

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.

Response: The Company has revised the language in the letter of
transmittal accordingly.

          We
would appreciate the Staff's prompt review of the Company's Amendment No. 1.
Once you have had an opportunity to review the amended filing and this response
letter, please contact the undersigned at (212) 806-5509 with any questions or
comments.

Very truly yours,

/s/ Jeffrey S. Lowenthal

Jeffrey S. Lowenthal

cc:
James F. Walsh

Arthur L. Burns, Esq.

Interpool, Inc.