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                                                        OMB APPROVAL
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. _)*



                                 Interpool, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                         Common Stock, $0.001 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    46062R108
                  --------------------------------------------
                                 (CUSIP Number)



                                December 31, 2005
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




Persons who respond to the collection of information  contained in this form are
not required to respond  unless the form displays a currently  valid OMB control
number.

SEC 1745 (1-06)
                                Page 1 of 11 pages


-----------------------
  CUSIP No. 46062R108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman, Sachs & Co.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,492,168
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,523,757

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           1,523,757

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           5.1%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

------------------------------------------------------------------------------



                                Page 2 of 11 pages


-----------------------
  CUSIP No. 46062R108                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           The Goldman Sachs Group, Inc.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,492,168
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,523,757

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           1,523,757

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           5.1%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                               Page 3 of 11 pages



Item 1(a).         Name of Issuer:
                   Interpool, Inc.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   211 College Road East
                   Princeton, NJ 08540

Item 2(a).         Name of Persons Filing:
                   Goldman, Sachs & Co.
                   and The Goldman Sachs Group, Inc.

Item 2(b).         Address of Principal Business Office or, if none, Residence:
                   85 Broad Street
                   New York, NY  10004

Item 2(c).         Citizenship:
                   Goldman, Sachs & Co. - New York
                   The Goldman Sachs Group, Inc. - Delaware

Item 2(d).         Title of Class of Securities:
                   Common Stock, $0.001 par value

Item 2(e).         CUSIP Number:
                   46062R108

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[X]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              Goldman, Sachs & Co.

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[X]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);
                              Goldman, Sachs & Co.

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[X]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              The Goldman Sachs Group, Inc.

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



                               Page 4 of 11 pages


Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item  9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s) to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).

                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).

                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
                            cover page(s).

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
                            cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary  Which
                   Acquired the Security Being Reported on by the Parent Holding
                   Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------
         * In accordance with the Securities and Exchange Commission (the "SEC")
Release No.  34-39538  (January 12, 1998),  this filing  reflects the securities
beneficially  owned by the investment  banking  division  ("IBD") of The Goldman
Sachs Group,  Inc. and its  subsidiaries and affiliates  (collectively,  "GSG").
This filing does not reflect securities, if any, beneficially owned by any other
operating  unit of GSG. IBD  disclaims  beneficial  ownership of the  securities
beneficially  owned by (i) any client  accounts with respect to which IBD or its
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities,  of which IBD is the  general  partner,  managing  general
partner or other manager,  to the extent  interests in such entities are held by
persons other than IBD.



                               Page 5 of 11 pages


                                    SIGNATURE

            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.



Date:  January 30, 2006


                                THE GOLDMAN SACHS GROUP, INC.


                                 By:/s/  Yvette Kosic
                                   ----------------------------------------
                                 Name:   Yvette Kosic
                                 Title:  Attorney-in-fact




                                GOLDMAN, SACHS & CO.


                                 By:/s/  Yvette Kosic
                                   ----------------------------------------
                                 Name:   Yvette Kosic
                                 Title:  Attorney-in-fact




                               Page 6 of 11 pages


                             INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------

  99.1                 Joint Filing  Agreement, dated January 30, 2006, between
                       The Goldman Sachs Group, Inc.  and  Goldman, Sachs & Co.

  99.2                 Item 7 Information

  99.3                 Power of Attorney, dated November 7, 2005, relating to
                       The Goldman Sachs Group, Inc.

  99.4                 Power of Attorney, dated November 7, 2005, relating to
                       Goldman, Sachs & Co.



                               Page 7 of 11 pages




                                                                 EXHIBIT (99.1)




                             JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)  promulgated  under the Securities  Exchange
Act of 1934,  the  undersigned  agree to the  joint  filing  of a  Statement  on
Schedule 13G  (including  any and all  amendments  thereto)  with respect to the
common  stock,  $0.001 par value,  of  Interpool,  Inc. and further agree to the
filing of this agreement as an Exhibit thereto. In addition,  each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement on Schedule 13G.

Date:  January 30, 2006


                                THE GOLDMAN SACHS GROUP, INC.


                                 By:/s/  Yvette Kosic
                                   ----------------------------------------
                                 Name:   Yvette Kosic
                                 Title:  Attorney-in-fact




                                GOLDMAN, SACHS & CO.


                                 By:/s/  Yvette Kosic
                                   ----------------------------------------
                                 Name:   Yvette Kosic
                                 Title:  Attorney-in-fact







                               Page 8 of 11 pages




                                                                  EXHIBIT (99.2)



                               ITEM 7 INFORMATION

      The securities being reported on by the The Goldman Sachs Group, Inc. ("GS
Group"),  as a  parent  holding  company,  are  owned,  or may be  deemed  to be
beneficially  owned,  by Goldman,  Sachs & Co.  ("Goldman  Sachs"),  a broker or
dealer  registered  under  Section  15 of  the  Act  and an  investment  adviser
registered  under Section 203 of the  Investment  Advisers Act of 1940.  Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.


                               Page 9 of 11 pages




                                                                  EXHIBIT (99.3)




                               POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,  INC. (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Yvette  Kosic,  John M.  O'Rourke,  Felicia J. Rector,  Michael T.  Seeley,  and
Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates  designated in writing by one of the  attorneys-in-fact),  acting
individually,  its true and lawful  attorney,  to execute and deliver in it name
and  on  its  behalf   whether  the  Company  is  acting   individually   or  as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of November 7th, 2005.

THE GOLDMAN SACHS GROUP, INC.



By: /s/ Gregory  K. Palm
----------------------------
GREGORY K. PALM
Executive Vice President and General Counsel

                               Page 10 of 11 pages




                                                                  EXHIBIT (99.4)


                               POWER OF ATTORNEY


     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GOLDMAN,  SACHS  & CO.  (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Yvette  Kosic,  John M.  O'Rourke,  Felicia J. Rector,  Michael T.  Seeley,  and
Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates  designated in writing by one of the  attorneys-in-fact),  acting
individually,  its true and lawful  attorney,  to execute and deliver in it name
and  on  its  behalf   whether  the  Company  is  acting   individually   or  as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of November 7th, 2005.

GOLDMAN, SACHS & CO.



By: /s/ Gregory  K. Palm
----------------------------
GREGORY K. PALM
Managing Director








                               Page 11 of 11 pages