Interpool Ltd.
Proposed Ticker: IPZ 211 College Road East
Exchange: New York Stock Exchange Princeton, New Jersey 08540
Industry: Service (609) 452-8900

All share information is proposed
Type of Shares:Common Shares Filing Date:6/18/96
U.S. Shares Filed:7,650,000 Filing Range:$14.00 - $16.00
Non-U.S. Shares Filed:0 Offering Amount: $114,750,000
Primary Shares:7,650,000 Expenses: -
Secondary Shares:0 Shs Out After:34,150,000
Spin out parent firm: Interpool, Inc.

ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 504-4525
Furman Selz IncorporatedCo-manager (212) 309-8200
Smith Barney Inc.Co-manager (718) 921-8473

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$64.17$18.89$13.76Assets:$533.61
Net Income:$22.56$6.58$5.02Liabilities:$425.29
EPS:$0.85$0.25$0.19Equity:$108.33

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company provides shipping containers for use in international trade. The company designs and leases custom containers to over 100 customers throughout the world. The Company is one of the world's leading providers of shipping containers for use in the international trade, with a container fleet totalling approximately 253,00 twenty-foot equivalent units. The Company's containers are leased to over 100 customers throughout the world, including most of the world's 20 largest shipping lines, with particular emphasis on customers serving the Pacific Rim, where industry sources estimate that container shipping has increased by approximately 12% annually between 1990 and 1994. From 1991 through 1995, the Company's container fleet has grown by more than 166,000 TEUs and its net income has increased at a a 46% compound annual growth.

Use of Proceeds
The proceeds from the proposed offering will be used to repay debt and for working capital and other general corporate purposes, including the purchase of equipment.

Last updated: 10/28/96

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