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) August 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 August 19, 2005, Interpool, Inc. (the “Company”) announced that the U.S. District Court for the District of New Jersey granted the Company’s motion to dismiss all claims in the consolidated class-action lawsuit filed against the Company in September 2004 relating to the Company’s restatement of financial results for the years 2000 through 2002. The text of the press release is attached as an exhibit hereto.

Item 9.01   Financial Statements and Exhibits.

(a) Financial statements of business acquired: Not applicable

(b) Pro forma financial statements: Not applicable

(c) Exhibits: 99.1               Press Release dated August 19, 2005.

[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/ James F. Walsh
      Name: James F. Walsh
      Title: Executive Vice President and Chief Financial Officer

Dated: August 22, 2005