INTERPOOL LTD
8-A12B, 1996-07-16
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                INTERPOOL LIMITED
             (Exact name of registrant as specified in its charter)


               Barbados                                         13-2622821
    (State or other jurisdiction                              (I.R.S. Employer
   of incorporation or organization)                        Identification No.)

        211 College Road East
        Princeton, New Jersey                                     08540
(Address of principal executive offices)                       (Zip Code)



SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class                               Name of each exchange on which
TO BE SO REGISTERED                               EACH CLASS IS TO BE REGISTERED

Common Stock, no par value                        New York Stock Exchange


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               None.


<PAGE>
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
         REGISTERED


         The description of the Common Stock, no par value, of Interpool Limited
(the "Company") to be registered hereunder is set forth under the caption
"Description of Capital Stock" in the Prospectus included within the
Registration Statement of the Company on Form S-1 filed on June 18, 1996 with
the Securities and Exchange Commission (Registration No. 333-06205) (the
"Registration Statement"), which description is incorporated herein by
reference.


ITEM 2.  EXHIBITS

None.

<PAGE>

                                    SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                            INTERPOOL LIMITED
                                            (Registrant)


                                            By: /S/ RAOUL J. WITTEVEEN
                                                ----------------------------
                                               Raoul J. Witteveen
                                               President, Chief Financial
                                               Officer and Chief Operating
                                               Officer


Date:  July 16, 1996



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