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




                NOVEMBER 2, 2000 (OCTOBER 24, 2000) Date of
                  Report (Date of earliest event reported)




                               INTERPOOL, INC
                              ----------------
             (Exact Name of Registrant as Specified in Charter)



       DELAWARE                        1-11862                  13-3467669
----------------------------   --------------------------       ----------
(State or other jurisdiction     (Commission File Number)     (IRS Employer
 of Incorporation)                                          Identification No.)





211 COLLEGE ROAD EAST, PRINCETON, NEW JERSEY                08540
--------------------------------------------         ----------------------
 (Address of Principal Executive Offices)                 (Zip Code)



                               (609) 452-8900
  -----------------------------------------------------------------------
             Registrant's telephone number, including area code



                               NOT APPLICABLE
 --------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)



Item 2.  Acquisition or Disposition of Assets.

      On October 24, 2000, Interpool, Inc. (the "Registrant") consummated
the transactions contemplated by an Asset Purchase Agreement, dated as of
July 27, 2000, between the Registrant and Transamerica Leasing, Inc. (the
"Seller"), a subsidiary of Transamerica Finance Corporation and AEGON N.V,
as amended on October 24, 2000 (the "Asset Purchase Agreement").

      Pursuant to the Asset Purchase Agreement, the Registrant acquired
substantially all of the domestic containers, chassis and trailers of
Seller's North American intermodal division and related assets and assumed
certain liabilities related to the assets and Seller's business for an
aggregate purchase price of approximately $676 million in cash, subject to
post-closing adjustments. The Registrant currently plans to use the assets
it acquired pursuant to the Asset Purchase Agreement in its own intermodal
business.

      The Registrant funded the acquisition through a combination of cash
on-hand and proceeds from (i) committed secured financing facilities
arranged by First Union Securities, Inc. in an amount equal to
approximately $65 million and (ii) a syndicated secured loan arranged by
Citicorp USA, Inc. in an amount equal to approximately $300 million.

      In connection with the transactions contemplated by the Asset
Purchase Agreement, the Registrant and Seller entered into a Transition
Services Agreement under which the Seller has agreed to provide certain
information and transition services to the Registrant to enable the
Registrant to continue operating the assets it acquired from the Seller.

      The foregoing description of the Asset Purchase Agreement is
qualified in its entirety by the terms and conditions of the Asset Purchase
Agreement which is attached hereto as Exhibits 2.1 and 2.2.

      On October 24, 2000, the Registrant issued a press release announcing
the consummation of the transactions contemplated by the Asset Purchase
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

(a)   As of the date of filing of this Current Report on Form 8-K, it is
      impracticable for the Registrant to provide the financial statements
      required by this Item 7(a). In accordance with Item 7(a)(4) of Form
      8-K, such financial statements shall be filed by amendment to this
      Form 8-K no later than 60 days after November 8, 2000.

(b)   As of the date of filing of this Current Report on Form 8-K, it is
      impracticable for the Registrant to provide the pro forma financial
      information required by this Item 7(b). In accordance with Item 7(b)
      of Form 8-K, such pro forma financial information shall be filed by
      amendment to this Form 8-K no later than 60 days after November 8,
      2000.

(c)   Exhibits.

          2.1    Asset Purchase Agreement, dated as of July 27, 2000, by
                 and between Registrant and Transamerica Leasing, Inc.

          2.2    Amendment No. 1 to the Asset Purchase
                 Agreement, dated October 24, 2000, by and
                 between Registrant and Transamerica Leasing,
                 Inc.

          99.1   Press release of Registrant issued on October
                 24, 2000



                                 SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


Dated:  November 2, 2000


                                    INTERPOOL, INC.


                                    By: /s/ Raoul Witteveen
                                       ---------------------------
                                    Name:  Raoul J. Witteveen
                                    Title: President




                             EXHIBIT INDEX

          2.1     Asset Purchase Agreement, dated as of July 27, 2000, by
                  and between Registrant and Transamerica Leasing, Inc.

          2.2     Amendment No. 1 to the Asset Purchase Agreement, dated
                  October 24, 2000, by and between Registrant and Transamerica
                  Leasing, Inc.

          99.1    Press release of Registrant issued on October 24, 2000
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{"company-data": {"conformed-name": "INTERPOOL INC", "cik": "0000898777", "assigned-sic": "7359", "irs-number": "133467669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-27865", "film-number": "752682"}, "business-address": {"street1": "211 COLLEGE RD E", "city": "PRINCTON", "state": "NJ", "zip": "08540", "phone": "6094528900"}, "mail-address": {"street1": "211 COLLEGE ROAD EAST", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
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

                NOVEMBER 2, 2000 (OCTOBER 24, 2000) Date of
                  Report (Date of earliest event reported)

                               INTERPOOL, INC
                              ----------------
             (Exact Name of Registrant as Specified in Charter)

       DELAWARE                        1-11862                  13-3467669
----------------------------   --------------------------       ----------
(State or other jurisdiction     (Commission File Number)     (IRS Employer
 of Incorporation)                                          Identification No.)

211 COLLEGE ROAD EAST, PRINCETON, NEW JERSEY                08540
--------------------------------------------         ----------------------
 (Address of Principal Executive Offices)                 (Zip Code)

                               (609) 452-8900
  -----------------------------------------------------------------------
             Registrant's telephone number, including area code

                               NOT APPLICABLE
 --------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

Item 2.  Acquisition or Disposition of Assets.

      On October 24, 2000, Interpool, Inc. (the "Registrant") consummated
the transactions contemplated by an Asset Purchase Agreement, dated as of
July 27, 2000, between the Registrant and Transamerica Leasing, Inc. (the
"Seller"), a subsidiary of Transamerica Finance Corporation and AEGON N.V,
as amended on October 24, 2000 (the "Asset Purchase Agreement").

      Pursuant to the Asset Purchase Agreement, the Registrant acquired
substantially all of the domestic containers, chassis and trailers of
Seller's North American intermodal division and related assets and assumed
certain liabilities related to the assets and Seller's business for an
aggregate purchase price of approximately $676 million in cash, subject to
post-closing adjustments. The Registrant currently plans to use the assets
it acquired pursuant to the Asset Purchase Agreement in its own intermodal
business.

      The Registrant funded the acquisition through a combination of cash
on-hand and proceeds from (i) committed secured financing facilities
arranged by First Union Securities, Inc. in an amount equal to
approximately $65 million and (ii) a syndicated secured loan arranged by
Citicorp USA, Inc. in an amount equal to approximately $300 million.

      In connection with the transactions contemplated by the Asset
Purchase Agreement, the Registrant and Seller entered into a Transition
Services Agreement under which the Seller has agreed to provide certain
information and transition services to the Registrant to enable the
Registrant to continue operating the assets it acquired from the Seller.

      The foregoing description of the Asset Purchase Agreement is
qualified in its entirety by the terms and conditions of the Asset Purchase
Agreement which is attached hereto as Exhibits 2.1 and 2.2.

      On October 24, 2000, the Registrant issued a press release announcing
the consummation of the transactions contemplated by the Asset Purchase
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

(a)   As of the date of filing of this Current Report on Form 8-K, it is
      impracticable for the Registrant to provide the financial statements
      required by this Item 7(a). In accordance with Item 7(a)(4) of Form
      8-K, such financial statements shall be filed by amendment to this
      Form 8-K no later than 60 days after November 8, 2000.

(b)   As of the date of filing of this Current Report on Form 8-K, it is
      impracticable for the Registrant to provide the pro forma financial
      information required by this Item 7(b). In accordance with Item 7(b)
      of Form 8-K, such pro forma financial information shall be filed by
      amendment to this Form 8-K no later than 60 days after November 8,
      2000.

(c)   Exhibits.

          2.1    Asset Purchase Agreement, dated as of July 27, 2000, by
                 and between Registrant and Transamerica Leasing, Inc.

          2.2    Amendment No. 1 to the Asset Purchase
                 Agreement, dated October 24, 2000, by and
                 between Registrant and Transamerica Leasing,
                 Inc.

          99.1   Press release of Registrant issued on October
                 24, 2000

                                 SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated:  November 2, 2000

                                    INTERPOOL, INC.

                                    By: /s/ Raoul Witteveen
                                       ---------------------------
                                    Name:  Raoul J. Witteveen
                                    Title: President

                             EXHIBIT INDEX

          2.1     Asset Purchase Agreement, dated as of July 27, 2000, by
                  and between Registrant and Transamerica Leasing, Inc.

          2.2     Amendment No. 1 to the Asset Purchase Agreement, dated
                  October 24, 2000, by and between Registrant and Transamerica
                  Leasing, Inc.

          99.1    Press release of Registrant issued on October 24, 2000