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) May 31, 2007

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)
[X] 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 May 31, 2007, Interpool, Inc. issued a press release. The full text of the press release is attached as Exhibit 99 to this report and is incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits.

           (d)  Exhibits:

99 Press Release dated May 31, 2007



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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:  May 31, 2007





EXHIBIT INDEX

99 Press Release dated May 31, 2007