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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                   FORM 8-K/A


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




                    APRIL 3, 2001 (JANUARY 26, 2001) Date of
                    Report (Date of earliest event reported)




                                 INTERPOOL, INC
                                ----------------
               (Exact Name of Registrant as Specified in Charter)



       DELAWARE                         1-11862                 13-3467669
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(State or other jurisdiction     (Commission File Number)     (IRS Employer
 of Incorporation)                                          Identification No.)




211 COLLEGE ROAD EAST, PRINCETON, NEW JERSEY                        08540
--------------------------------------------                      ----------
 (Address of Principal Executive Offices)                         (Zip Code)



                                 (609) 452-8900
               --------------------------------------------------
               Registrant's telephone number, including area code



                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

On April 3, 2001, Interpool,  Inc,, (the "Registrant") filed a report on Form 8K
reporting the sale of approximately 50,000 intermodal trailers and domestic rail
containers  and  related  assets  to  Transport   International  Pool,  Inc.,  a
subsidiary of General Electric Capital  Corporation in accordance with the Asset
Purchase  Agreement,  dated January 26, 2001, as amended on March 30, 2001.  The
transaction  was  valued  at   approximately   $345.8  million,   consisting  of
approximately  $287.3  million in cash and  assumption  of  approximately  $58.5
million of indebtedness of Registrant.

In  Items 7 (a) and  (b)  the  report  further  stated  that  certain  financial
statements and pro forma financial  information  would be filed  subsequently by
amendment. Thereafter the Registrant was advised that said financial information
was not required to be filed  separately  because the affect of the  transaction
was reflected in the Interpool, Inc. December 31, 2000 financial results.


(c)  Exhibits. NONE



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Dated: July 31, 2001


                                    INTERPOOL, INC.


                                    By: /s/ Raoul Witteveen
                                       ---------------------------
                                    Name:  Raoul J. Witteveen
                                    Title: President