**Exhibit 31.2**

CERTIFICATIONS 

I, James F. Walsh, certify that: 

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

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

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

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

               a)     Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared; 

               b)     Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples; 

               c)     Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and 

               d)     Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected, oris reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and 

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

               a)     All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and 

               b)     Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant’s internal control over financial reporting. 

Date: April 30, 2007