October 8, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Interpool Limited -- Registration Statement on
Form S-1 of 8,797,500 Shares of Common Stock
(Registration No. 333-06205) (the "Registration Statement")
Ladies and Gentlemen:
Reference is hereby made to the above-referenced Registration Statement, as
amended, which has been filed with the Securities and Exchange Commission (the
"Commission") by Interpool Limited (the "Company") on June 18, 1996, and amended
by Amendment No. 1 to the Registration Statement dated July 2, 1996, Amendment
No. 2 to the Registration Statement dated July 22, 1996, Amendment No. 3 to the
Registration Statement dated July 26, 1996, Amendment No. 4 to the Registration
Statement dated August 6, 1996, Amendment No. 5 to the Registration Statement
dated August 7, 1996 and Amendment No. 6 to the Registration Statement dated
August 8, 1996.
Pursuant to Rule 477 under the Securities Act of 1933, as amended, application
is hereby made by the Company to withdraw the Registration Statement. The
Company has determined that, in view of current market conditions, it is
inadvisable to proceed with the registration and sale of its common stock at
this time. In addition, no shares of common stock have been offered or sold
pursuant to the Registration Statement.
The Company requests that the Commission consent to this application on the
grounds that withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors, as contemplated by paragraph
(a) of said Rule 477.
Please provide the Company with a copy of the order granting withdrawal of the
Registration Statement as soon as it is available.
If you have any questions regarding this application, please contact the
Company's legal counsel, Jeffrey S. Lowenthal of Stroock & Stroock & Lavan at
(212) 806-5509 or, in his absence, Michael A. Golden at (212) 806-5709.
Very truly yours,
INTERPOOL LIMITED
/s/ Raoul J. Witteveen
Raoul J. Witteveen
President, Chief Operating Officer
and Chief Financial Officer
