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) October 26, 2006


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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

          (b)    Effective October 26, 2006, Peter D. Halstead has resigned as a member of the Board of Directors of Interpool, Inc. (the “Company”). Attached as Exhibit 99 is a copy of the Company’s October 27, 2006 press release announcing Mr. Halstead’s resignation.

Item 9.01 Financial Statements and Exhibits.

           (a)    Financial statements of business acquired: Not applicable

           (b)    Pro forma financial statements: Not applicable

           (c)    Exhibits: Exhibit 99 Press Release dated October 27, 2006

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: October 30, 2006