OMB APPROVAL
UNITED STATES
OMB Number: 3235-0101
SECURITIES AND EXCHANGE COMMISSION
Expires: December 31, 2006
Washington, D.C. 20549
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FORM 144
SEC USE ONLY
            DOCUMENT SEQUENCE NO.
NOTICE OF PROPOSED SALE OF SECURITIES
 
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
   FR
            CUSIP NUMBER
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or  
                    executing a sale directly with a market maker.    63227W203
1(a) NAME OF ISSUER (Please type or print)
(b) IRS IDENT. NO.
(c) S.E.C. FILE NO. WORK LOCATION
 
INTERPOOL INC..
13-3467669
     
1(d) ADDRESS OF ISSUER STREET
CITY
STATE
ZIP CODE
(e) TELEPHONE NO.
           
AREA CODE
NUMBER
211 College Road East
Princeton
NJ
08540
609
452-8900
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE  
(b) SOCIAL SECURITY NO.   
(c) RELATIONSHIP TO  
(d) ADDRESS
     STREET                  CITY STATE
ZIP CODE
     SECURITIES ARE TO BE SOLD
OR IRS IDENT. NO.
ISSUER
         
 
         Witteveen Raoul J N/A 10% stockholder
Gravestraat 4 2242 HX Wassenaar P7 The Netherlands

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

 
3(a) (b)
SEC USE ONLY
     (c) (d) (e) (f) (g)
Title of the     Number of Shares Aggregate Number of Shares Approximate Name of Each
Class of Name and Address of Each Broker Through Whom the Broker-Dealer or Other Units Market or Other Units Date of Sale Securities
Securities Securities are to be Offered or Each Market Maker File Number To Be Sold Value Outstanding (See Instr. 3(f)) Exchange
To Be Sold who is Acquiring the Securities   (See Instr. 3(c)) (See Instr. 3(d)) (See Instr. 3(e)) (MO. DAY YR.) (See Instr. 3(g))
 
Common
 Auerbach Grayson & Co.   26,000 $627,9001
28,498,052
On or after  
 Stock  25 West 45th Street         January 22,  NYSE
   New York, NY 10036         2007  
 
 
 

INSTRUCTIONS:      
1.    
(a)    
Name of issuer
3.    
(a)    
Title of the class of securities to be sold
 
(b)
Issuer’s I.R.S. Identification Number  
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer’s S.E.C. file number, if any  
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer’s address, including zip code  
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
 
(e)
Issuer’s telephone number, including area code  
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown
 
   
by the most recent report or statement published by the Issuer
2.
(a)
Name of person for whose account the securities are to be sold  
(f)
Approximate date on which the securities are to be sold
 
(b)
Such person’s Social Security or I.R.S. identification number  
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(c)
Such person’s relationship to the Issuer (e.g., officer, director, 10%      
 
stockholder, or member of immediate family of any of the foregoing)      
 
(d)
Such person’s address, including zip code      

_______________________

1 Based on the closing price of $24.15 on January 22, 2007

SEC 1147 (9-93)

TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

 
Title of Date you   Name of Person from Whom Acquired Amount of Date of  
the Class Acquired Nature of Acquisition Transaction (If gift, also give date donor acquired) Securities Acquired Payment Nature of Payment
 
Common Stock 2000 Shares acquired on the open market
N/A.
26,000 N/A N/A
             
INSTRUCTIONS:
1.
If the securities were purchased and full payment therefor was not made in cash at the
     
   
time of purchase, explain in the table or in a note thereto the nature of the consideration
     
   
given. If the consideration consisted of any note or other obligation, or if payment was
     
   
made in installments describe the arrangement and state when the note or other
     
   
obligation was discharged in full or the last installment paid.
     
 

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

 
      Amount of  
Name and Address of Seller Title of Securities Sold Date of Sale Securities Sold Gross Proceeds

 

 

 

 

REMARKS:

INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 

ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

     
     
January 23,2007  

/s/ Raoul J. Witteveen
DATE OF NOTICE  
(SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

SEC 1147 (9-93)