FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * TUCHMAN MARTIN   2. Issuer Name and Ticker or Trading Symbol INTERPOOL INC [IPX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CoB, CEO, President, COO (Last) (First) (Middle) 633 PROSPECT AVE 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2006 (Street) PRINCETON, NJ 08540 4. If Amendment, Date Original Filed(Month/Day/Year) 04/03/2006 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/31/2006   S   600 (1) D $ 20 6,720,806 (2) D   Common Stock 04/20/2006   S   600 (1) D $ 20.4433 6,712,406 (2) D   Common Stock               255,002 I Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TUCHMAN MARTIN 633 PROSPECT AVE PRINCETON, NJ 08540	X	X	CoB, CEO, President, COO

Signatures

Martin Tuchman		05/01/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This stock was sold pursuant to a 10b5-1 plan.
(2)	The purpose of this filing is to amend filings made between 3/30/06 and 4/26/06 to correct the number of securities benefically owned after the transactions were made because there was an acquisition of 534 shares of stock on March 30, 2006 which was inadvertantly not reported until April 26, 2006 thereby rendering the total amount of securities owned number on all intervening filings incorrect.
(3)	The 255,002 shares include 8,668 shares held by a pension plan for the benefit of reporting person; 46,619 shares held in a revocable trust where the reporting person is the Trustee; 182,381 shares owned by a corporation in which the reporting person holds a 90% interest; 5,797 shares owned by a company in which the reporting person holds a 51.304% interest; 7,000 shares owned by a foundation of which the reporting person is Trustee; 1,500 shares held by spouse's IRA; and 3,037 shares held by spouse.

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