PRINCETON, N.J. (AP) _ Interpool Inc., the world's second-largest lessor of cargo containers, Friday said the Securities and Exchange Commission has opened an informal investigation into its accounting, and its chief operating officer has resigned.

An investigation by the Princeton-based company's outside counsel found that in September 2001, president and COO Raoul Witteveen ``authorized transactions that would have improperly increased earnings for the quarter,'' Interpool said.

Interpool said senior accounting and financial officers didn't allow any gain to be recognized on the transactions, so the company's financial statements were unaffected.

Still, Interpool has said it will restate its results for 2000 and 2001, and has yet to file for 2002.

Interpool Chairman and Chief Executive Martin Tuchman said the company is cooperating fully with the SEC's investigation.

Interpool said Tuchman will assume the duties of COO and president.

Mitchell Gordon, the company's former chief financial officer, also resigned as a board member, Interpool said.

``These resignations are necessary to clear the air of uncertainty about our accounting errors and the credibility of our financial statements,'' Tuchman said.

Interpool's board of directors said that there would be no further changes in management personnel as a result of the investigation.

The company's shares closed at $14.35 Friday, down $2.22, or 13 percent, on heavy volume on the New York Stock Exchange.