8K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event reported) August 14, 2002


INTERPOOL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
1-11862
(Commission File
Number)
13-3467669
(IRS Employer ID
File Number)

211 College Road East, Princeton, New Jersey 08540

(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including area code: (609) 452-8900



Not Applicable

(Former name or former address, if changed since last report)

Item 5.     Other Events.

                      On August 14, 2002, Interpool, Inc. published a press release relating to the filing of its report on Form 10-Q for the quarter ended June 30, 2002. The text of the press release is attached as an exhibit hereto.

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

          (a) Financial Statements.

                     None.

          (b) Pro Forma Financial Information.

                      None.

          (c) Exhibits.

                      99.1     Press Release dated August 14, 2002.

SIGNATURES

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




Dated: August 14, 2002  
INTERPOOL, INC.


By:   /s/ Mitchell I. Gordon           
         Name: Mitchell I. Gordon
         Title: Executive Vice President and
                   Chief Financial Officer