Item 1.01 Entry into a Material Definitive Agreement

          On September 14, 2004, Interpool, Inc. (the “Company”) entered into a Securities Purchase Agreement under which it sold $150 million total principal amount of a new series of 6% Notes due 2014 (the “Notes”) in a private transaction with four investors, Goldman, Sachs & Co., Greywolf Capital Management, Caspian Capital Advisors LLC and Riva Ridge Capital Management (the “Investors”).  In connection with the sale of the Notes, the Company also issued to the Investors two series of Warrants exercisable for a total of 8,333,333 shares of the Company’s common stock at an exercise price of $18 per share (the “Warrants”).  The first series of Warrants is exercisable at any time for a total of 5,475,768 shares, and the second series will become exercisable at any time for a total of 2,857,565 shares, following stockholder approval of such exercise at the next meeting of the Company’s stockholders. The Company also entered into agreements with the Investors to file registration statements with the Securities and Exchange Commission, for the benefit of the Investors, with respect to the Notes and the Warrants. The sale of the Notes and Warrants pursuant to the Securities Purchase Agreement was made in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “Act”), pursuant to Section 4(2) of the Act.

          Of the $150 million in proceeds from the sale of the Notes and Warrants, the Company used $49 million to repurchase outstanding 7.35% notes due 2007 and 7.20% notes due 2007 of the Company which were held by the Investors. The remaining proceeds will be used for general corporate purposes, including, but not limited to, the purchase of equipment, retirement of debt, acquisitions and/or working capital.

          The Notes mature on September 1, 2014, and accrue interest at a rate of 6% per annum, payable semi-annually. The maturity of the Notes can be accelerated upon the occurrence of an “Event of Default” as such term is defined in the indenture governing the Notes (the “Indenture”). Events of Default include the following:

          The Indenture also contains various restrictive covenants, including limitations on the payment of dividends and other restricted payments, limitations on incurrence of indebtedness, and limitations on asset sales, the violation of which by the Company would result in an Event of Default.

          The Company intends to hold an annual meeting of stockholders in the fourth quarter of 2004 or the first quarter of 2005 to seek stockholder approval for the exercise of the second series of Warrants, as well as other matters. In connection with the sale of the Notes and Warrants, certain of the Company’s significant stockholders, whose combined interest in the Company represents more than 50% of the issued and outstanding shares of Common Stock, entered into a voting agreement pursuant to which they have agreed to vote to approve the exercise of the second series of Warrants by the Investors. In addition, Martin Tuchman, the Company’s Chairman and Chief Executive Officer, Warren Serenbetz, a member of the Company’s Board of Directors, and an entity controlled by members of Mr. Serenbetz’s family agreed to certain restrictions on their ability to transfer shares of the Company’s common stock in private transactions.

          A copy of the Securities Purchase Agreement, the Indenture, the Warrant Agreement, the Notes Registration Rights Agreement and the Investor Rights Agreement and a Press Release announcing this transaction are being filed as exhibits to this report.

Item 2.03 Creation of a Direct Financial Obligation

           See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities

           See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits

           (a) Financial statements of business acquired: Not applicable

           (b) Pro forma financial statements: Not applicable

           (c) Exhibits:

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