8-K

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) September 19, 2005

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
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)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 19, 2005, Interpool, Inc. (the "Company") received notification that the plaintiffs have filed a notice of appeal to the United States Court of Appeals for the Third Circuit of the decision by the United States District Court for the District of New Jersey issued on August 18, 2005, in which the Court granted the motion by the Company and others to dismiss all claims in the consolidated class-action lawsuit filed against the Company and others in September 2004 relating to the restatement of the Company's financial results for the years 2000 through 2002.

Item 9.01 Financial Statements and Exhibits.

           None

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signature on following page.]





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.

INTERPOOL, INC.


By: /s/ JAMES F. WALSH           
      Name: James F. Walsh
      Title: Executive Vice President and Chief Financial Officer

Dated: September 21, 2005