ITEM 2.02. Results of Operations and Financial Condition

On May 6, 2009, Pacer International, Inc. issued a press release announcing its first quarter 2009 results. The press release is attached hereto as Exhibit 99.1.

The information set forth under this "Item 2.02. Results of Operations and Financial Condition," including the Exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing, except as otherwise expressly stated in such filing.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Pacer International, Inc. dated May 6, 2009 (furnished pursuant to Item 2.02).

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