INTERPOOL LTD
8-A12B/A, 1996-08-06
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 8-A/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 Amendment No. 4
to the Registration Statement of the Company on Form S-1 filed with the
Securities and Exchange Commission, as amended (Registration No. 333-06205) on
August 6, 1996 (the "Registration Statement"), which description is incorporated
herein by reference.
    

Item 2.      Exhibits
   

  No.

A. 1.        Specimen or copy of each security to be
             registered (incorporated by reference to the
             Registration Statement).

   2.1       Form of Restated Articles of Incorporation of the
             Company (incorporated by reference to the
             Registration Statement).

   2.2       Form of Amended Bylaws of the Company
             (incorporated by reference to the Registration
             Statement).

         The following exhibits are filed with the New York Stock Exchange, Inc.

B. 1.        Registration Statement.

   2.        None.

   3.        None.

   4.1       Form of Restated Articles of Incorporation of the
             Company.

   5.2       Form of Amended Bylaws of the Company.

   6.        Specimen or copy of each security to be
             registered.

   7.        None.
    
<PAGE>
                                    SIGNATURE


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

                                  INTERPOOL LIMITED
                                  (Registrant)


                                  By: /s/ Martin Tuchman
                                     Martin Tuchman
                                     Chairman and
                                     Chief Executive Officer

Date:  August 6, 1996


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