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) February 11, 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 2.02 Results of Operations and Financial Condition

          On February 11, 2005, Interpool, Inc. (the “Company”) issued a press release to report that the Company has finalized the accounting treatment for deferred taxes associated with the new protocol to the income tax treaty between the United States and Barbados that was enacted on December 20, 2004.  As a result of its re-listing on the New York Stock Exchange on January 13, 2005, the Company believes that it qualifies for treaty benefits under the new protocol. As a result, no adjustment to the Company’s net deferred tax liability or additional deferred tax expense will be required for the fourth quarter of 2004. 

          A copy of the Company’s February 11, 2005 press release is included as Exhibit 99.1 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 February 11, 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: February 17, 2005

Exhibit Index

99.1      Press Release dated February 11, 2005.