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)

December 29, 2003


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)


Item 5.     Other Events.

          On December 29, 2003, Interpool, Inc. published a press release providing updated information about the status of its restated financial statements for 2000 and 2001 and its financial statements for 2002 and its Annual Report on Form 10-K for the year ended December 31, 2002. A copy of the press release is filed herewith as Exhibit 99.1.

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

          (c) Exhibits.

                     99.1 Press Release dated December 29, 2003.

[Remainder of page intentionally left blank;
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/ Martin Tuchman                     
       Name: Martin Tuchman
       Title: Chairman and Chief Executive Officer

Dated: December 29, 2003