After evaluating several opportunities during the third quarter of 2004 to obtain additional financing to provide us with working capital and increase the amount of our stockholders equity, in September 2004, we consummated a private placement with four institutional investors of $150 million of a new series of 6% Notes due 2014 (the “Notes”). In connection with the sale of the Notes, we entered into a Warrant Agreement pursuant to which we issued to these investors two series of warrants (the “Series A Warrants” and “Series B Warrants” and jointly, the “Warrants”) exercisable for an aggregate of 8,333,333 shares of our common stock. Of the $150 million in proceeds from the sale of the Notes and Warrants, we used $49 million to repurchase outstanding 7.35% notes due 2007 and 7.20% notes due 2007, which were held by the four investors. The remaining proceeds are being used for general corporate purposes, including the purchase of additional equipment, retirement of debt, potential acquisitions, and working capital.

           We would receive gross cash proceeds of $150 million if all the outstanding Warrants were exercised for cash by the holders thereof. Any such proceeds would be used for general corporate purposes, including, but not limited to, the purchase of equipment, retirement of debt, acquisitions and/or working capital

           Summary of Terms of Private Placement. The Warrants issued pursuant to the private placement are exercisable, at the option of the investors, into shares of our common stock at an exercise price of $18 per share. The exercise price and the number of shares issuable upon exercise of the Warrants will be subject to anti-dilution adjustments under certain circumstances as set forth in the Warrants and the Warrant Agreement. At the current exercise price of $18 per share, the Series A Warrants are exercisable for a total of 5,475,768 shares of common stock, and the Series B Warrants are exercisable for a total of 2,857,565 shares of common stock. The exercise of the Series A Warrants was not contingent upon stockholder approval, and all 5,475,768 Series A Warrants were exercisable immediately upon the completion of the private placement and are currently exercisable. The exercise of the Series B Warrants requires stockholder approval under the terms of the Series B Warrants. Accordingly, at this Special Meeting we are asking for stockholder approval for the issuance of common stock upon the exercise of the Series B Warrants.

           If the Warrants were exercised in full, the common stock issuable upon the exercise of both the Series A and Series B Warrants (the “Warrant Shares”) would constitute 23.17% of our common stock outstanding as of May 27, 2005 (inclusive of the Warrant Shares). Issuance of common stock upon exercise of the Warrants would have a dilutive effect on the Company’s outstanding common stock and would reduce earnings per share for future periods.

           In connection with the sale of the Notes and Warrants, certain of our significant stockholders, including our Chairman and Chief Executive Officer and a member of our Board of Directors and certain related stockholders, who collectively own more than 50% of our common stock, have entered into a voting agreement pursuant to which they have agreed to vote to approve the exercise of the Series B Warrants at this Special Meeting.

           We have agreed to file a registration statement for the Warrant Shares and the Notes with the Securities and Exchange Commission by July 1, 2005. In addition, we have agreed to use commercially reasonable efforts to have the Warrant Shares registration statement and the Notes registration statement declared effective by September 1, 2005. It is impossible for us to predict when either of these registration statements will become effective. If either of these registration statements is not effective by October 1, 2005, or is not filed by July 1, 2005, we will be required to pay liquidated damages to the holders of these securities based upon a value of $150.0 million for the Notes and $150.0 million for the Warrants. For the first 90 days, the amount of liquidated damages to be paid related to the Warrants and the Notes will be calculated using a rate of 0.25% per annum for each day the registration statements are not effective after September 30, 2005 or if the registration statements are not filed by July 1, 2005. This percentage will be increased by 0.25% for each 90 day period, until these conditions are met, up to a maximum of 1.00% per annum.

           Additional information about the sale of the Warrants appears in our Annual Report on Form 10-K for the year ended December 31, 2004, a copy of which (other than exhibits) is enclosed herewith. The form of the Warrant Agreement and the Series A and Series B Warrants are exhibits to that Form 10-K filing. Upon request, we will provide copies of these or any other exhibits to that Form 10-K filing at no cost to stockholders. All requests for copies should be directed to 211 College Road East, Princeton, New Jersey 08540, Attention of Investor Relations. xxxxx

           Reasons for Stockholder Approval

           Issuance or Potential Issuance of More of Our Outstanding Common Stock. The Company’s Board of Directors determined that the sale of the Notes and Warrants in September 2004 was advantageous to the Company and that the Warrant Shares to be issued upon exercise of the Warrants would further the best interests of the Company because the additional funds raised upon any exercise of the Warrants will provide additional operating capital for the Company. The Board considered the benefits and risks of raising funds based, in part, on estimated future market prices relative to other alternatives, and concluded that the terms set forth in the private placement in September 2004 were in the best interests of the Company and represented the best alternative available to the Company to meet its funding needs at the time. The Board of Directors therefore unanimously approved the sale of the Notes and Warrants and the issuance of shares of common stock upon exercise of the Warrants.

           Impact of the Transaction. It is important to note that issuance of the Warrant Shares upon the exercise of the Warrants will result in dilution to the equity interests of other holders of the common stock. Specifically, upon receipt of stockholder approval of this proposal, the exercise of the Series B Warrants and the issuance of the additional common stock upon such exercise will result in a decrease of the relative voting control and dilute the equity interests of the holders of our common stock. However, our Directors, many of whom hold significant amounts of our common stock, recommend the approval of this proposal, as the issuance of shares of our common stock resulting from the exercise of the Warrants will increase the Company’s capital.

           Under the terms of the Warrant Agreement, in the event that stockholder approval of the issuance of common stock pursuant to the Series B Warrants is not obtained at this Special Meeting, and if such approval is not otherwise obtained prior to June 30, 2005, the holders of the Series B Warrants will have the right, upon exercise of the Series B Warrants and payment of the applicable exercise price, to receive cash from the Company in an amount equal to 105% of the current market price of our common stock on the day prior to exercise.

           Our stockholders will not have the opportunity to dissent from the transaction or to receive an agreed or judicially appraised value for their shares of common stock.

           Vote Required and Recommendation of Board of Directors

           We agreed with the investors that purchased our Notes and Warrants to use all commercially reasonable efforts to cause the holders of a majority of our outstanding shares of common stock, in accordance with all statutory laws and securities market or exchange rules applicable to the Company, to approve the exercise of the Series B Warrants. Our Board of Directors now solicits your proxy to be voted to approve the issuance of a sufficient number of shares of our common stock to be issued upon the exercise of the Series B Warrants.

           The affirmative vote of a majority of the votes cast in person or by proxy at the meeting will be required to ratify and approve the issuance of common stock upon exercise of the Series B Warrants. Abstentions will not be counted toward the tabulation of votes cast on the proposal. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether this matter has been approved. Properly executed unrevoked proxies will be voted for Item 1 unless a vote against such proposal or an abstention is indicated.

           THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTERESTS OF THE COMPANY AND RECOMMENDS A VOTE “FOR” THE APPROVAL OF THIS ITEM 1 RATIFYING THE POTENTIAL ISSUANCE OF UP TO 2,857,565 SHARES OF THE COMPANY’S COMMON STOCK IN CONNECTION WITH THE EXERCISE OF THE SERIES B WARRANTS.

                                                                                                           (unaudited)
                                                                                                          Three Months
                                                         YEAR ENDED DECEMBER 31,                          Ended March,
                                     2004       2003(1)(2)    2002(1)(2)(3)  2001(1)(2)(4) 2000(1)(2)(4)(5) 31, 2005
                                     ----       ----------    -------------  ------------- ---------------- --------
INCOME STATEMENT DATA:

Equipment leasing revenue         $388,183       $374,287       $325,080      $338,718       $287,553        $95,142

Depreciation and amortization
of leasing equipment               $89,458        $87,498        $88,707       $79,678        $66,075        $21,933

Interest expense                  $112,013       $106,688       $108,344       $98,270        $87,809        $29,373
Fair value adjustment for
warrants                           $49,222             --             --            --             --       $(6,858)
Income before cumulative
effect of change in accounting
principle                           $8,429        $41,190         $4,389       $28,104        $44,040        $20,388
Income per share:
Basic                                $0.31          $1.51          $0.16         $1.03          $1.61          $0.74
                                     =====          =====          =====         =====          =====          =====
Diluted                              $0.29          $1.42          $0.15         $0.97          $1.61          $0.63
                                     =====          =====          =====         =====          =====          =====
Weighted average shares
outstanding:
Basic                               27,380         27,365         27,360        27,417         27,421         27,638
Diluted                             28,960         30,396         29,202        28,973         27,426         33,193
Cash dividends declared per
common share                         $0.25          $0.25        $0.2275       $0.1925          $0.15        $0.0625

                                   2004           2003           2002          2001           2000           2005
                                   ----           ----           ----          ----           ----           ----
BALANCE SHEET DATA:

Cash and cash equivalents         $309,458       $141,019       $170,613      $103,760       $157,224       $266,322
Net investment in direct          $363,445       $426,815       $334,129      $275,372       $213,180       $370,627
financing leases
Leasing equipment, net           $1,579,196    $1,636,716     $1,557,639     $1,335,610    $1,231,037     $1,643,470
Total assets                     $2,404,086    $2,373,036     $2,241,944     $1,923,052    $2,204,590     $2,428,844
Debt and capital lease           $1,718,198    $1,715,687     $1,672,211     $1,429,680    $1,706,985     $1,686,419
obligations
Stockholders' equity              $394,186       $383,640       $336,996      $352,072       $341,322       $418,029

                                                                                          Year Ended December 31, 2004
                                                                                                     Pro Forma
                                                                                    As Reported     Adjustments     Pro Forma

REVENUES:
   Equipment leasing revenue                                                          $388,183          $---        $388,183
   Other revenue                                                                        16,204           ---          16,204
                                                                                        ------           ---          ------
TOTAL REVENUES                                                                         404,387           ---         404,387
                                                                                       -------           ---         -------

COSTS AND EXPENSES:
  Lease operating and administrative expenses                                          145,275           ---         145,275
  Provision for doubtful accounts                                                        1,476           ---           1,476
  Fair value adjustment for derivative instruments                                      (2,430)          ---          (2,430)
  Fair value adjustment for warrants                                                    49,222           ---          49,222
  Depreciation and amortization of leasing equipment                                    89,458           ---          89,458
  Impairment of leasing equipment                                                        4,610                         4,610
  Income for investments accounted for under the equity method                            (416)          ---            (416)
  Other income, net                                                                    (15,686)          ---         (15,686)
  Gain on insurance settlement                                                          (6,267)          ---          (6,267)
  Interest expense                                                                     112,013         4,862 (a)     116,875
  Interest income                                                                       (3,390)          ---          (3,390)
                                                                                        -------          ---          -------
TOTAL COSTS AND EXPENSES                                                               373,865         4,862         378,727
                                                                                       -------         -----         -------

INCOME BEFORE MINORITY INTEREST EXPENSE AND PROVISION FOR INCOME TAXES                 30,522         (4,862)         25,660
     Minority interest expense, net                                                    (8,372)           ---          (8,372)
                                                                                       -------           ---          -------
     Income before provision for income taxes                                          22,150         (4,862)         17,288
PROVISION FOR INCOME TAXES                                                             13,721         (1,945) (b)     11,776
                                                                                       ------         -------         ------

NET INCOME                                                                             $8,429        $(2,917)         $5,512
                                                                                       ======        ========         ======

NET INCOME PER SHARE
  Basic                                                                                 $0.31                         $0.20
                                                                                        =====                         =====
  Diluted (c)                                                                           $0.29                         $0.19
                                                                                        =====                         =====
WEIGHTED AVERAGE SHARES OUTSTANDING (in thousands)
  Basic                                                                                27,380                         27,380
                                                                                       ======                         ======
  Diluted (c)                                                                          28,960                         28,960
                                                                                       ======                         ======

TO VOTE, MARK BLOCKS BELOW IN BLUE                     IPOOL1                  KEEP THIS PORTION FOR
OR BLACK INK AS FOLLOWS:                                                       YOUR RECORDS
----------------------------------------------------------------------------------------------------
                               - DETACH AND RETURN THIS PORTION ONLY -
----------------------------------------------------------------------------------------------------
INTERPOOL, INC.

Vote on Proposal
                                                                            FOR    AGAINST   ABSTAIN
1.   Approval of the issuance of up to 2,857,565 shares of Interpool,       [ ]      [ ]       [ ]
     Inc. common stock upon the exercise of certain Series B Warrants
     issued by the Company in connection with a private transaction
     consummated by the Company.
                                                                            YES      NO

HOUSEHOLD ELECTION - Please indicate if you consent to receive certain      [ ]      [ ]
future investor communications in a single package per household

---------------------------------- -----------        ---------------------------------- -----------

---------------------------------- -----------        ---------------------------------- -----------
Signature [Please sign within box] Date               Signature [Please sign within box] Date