**Exhibit 31.2**

**CERTIFICATIONS**

          I, James F. Walsh, certify that: 

          1.               I have reviewed this Annual Report on Form 10-K of Interpool, Inc.;

          2.               Based on my knowledge, this report does not contain any untrue statement of a          material fact or omit to state a material fact necessary to make the statements          made, in light of the circumstances under which such statements were made, not          misleading with respect to the period covered by this report;

          3.               Based on my knowledge, the financial statements, and other financial information          included in this report, fairly present in all material respects the financial          condition, results of operations and cash flows of the registrant as of, and          for, the periods presented in this report;

          4.               The registrant’s other certifying officer and I are responsible for          establishing and maintaining disclosure controls and procedures (as defined in          Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial          reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the          registrant and have:

               (a)     Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during the period inwhich this report is being prepared; 

               (b)     Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles; 

               (c)     Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and 

               (d)     Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and 

          5.               The registrant’s other certifying officer and I have disclosed, based on          our most recent evaluation of internal control over financial reporting, to the          registrant’s auditors and the audit committee of the registrant’s          board of directors (or persons performing the equivalent functions):

               (a)     All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize andreport financial information; and 

               (b)     Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internal control overfinancial reporting. 

Date: March 31, 2006