8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 5, 2009

CAI International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33388	94-3109229
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Embarcadero Center, Suite 2101, San Francisco, California	94111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (415) 788-0100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

On November 5, 2009, CAI International, Inc. issued a press release announcing its results of operations for the quarter ended September 30, 2009.  A copy of the press release is furnished with this report as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the attached exhibit, shall not be deemed ”filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

( c ) Exhibits

          99.1 Press release issued by CAI International, Inc. dated November 5, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CAI International, Inc.
		(Registrant)
Date:	November 5, 2009
		/s/ Victor M. Garcia
		Victor M. Garcia
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CAI International, Inc. Reports Results for the Third Quarter of 2009

SAN FRANCISCO--(BUSINESS WIRE)--November 5, 2009--CAI International, Inc. (CAI) (NYSE: CAP) today reported net income of $3.2 million in the third quarter of 2009 as compared with net income of $5.9 million in the third quarter of 2008. Fully diluted earnings per share in the third quarter of 2009 were $0.18 with 17.9 million average shares outstanding, compared to fully diluted earnings per share of $0.34 with 17.5 million average shares outstanding during the third quarter of 2008.

Total revenue for the third quarter of 2009 was $15.7 million as compared to the $22.1 million for third quarter of 2008. Container rental revenue was $13.4 million compared to $16.4 million in the third quarter of 2008. Management fee revenue was $1.8 million compared to $3.0 million of management fee revenue reported in the third quarter of 2008. There was no gain on sale of container portfolios this past quarter, compared to $2.2 million in the third quarter of 2008. Finance lease income in the third quarter of 2009 was $0.5 million compared to finance lease income of $0.6 million reported in the third quarter of 2008.

Masaaki (John) Nishibori, CEO of CAI, commented, “During the third quarter we experienced increased demand for containers. In part, the increase was due to the seasonal increase in demand during this time of year. In addition we believe that our customers are experiencing increased volumes of cargo as the world economies improve, particularly in Asia and Europe.

We witnessed stabilization of our utilization rate during the third quarter which averaged 80% for the quarter. Utilization was lowest during August and improved moderately over the course of September. Utilization has continued to improve over the course of October and was 81.2% as of November 1, 2009.

We believe there will be continued improvement in the demand for container equipment through the end of this year. We are seeing more customers demanding equipment under short term, as well as long term lease agreements. Demand for equipment has been the strongest in China and we see demand increasing in other regions around Asia, such as in South Korea. Results for this quarter benefited from the purchase of a $10 million equipment portfolio from one of our container investors during the quarter.”

He continued, “During the third quarter we entered into a $10 million, five-year term loan facility with the Development Bank of Japan (DBJ). We entered into this agreement to broaden our financing sources as we prepare for increased container investment in 2010. DBJ is a 9.4% shareholder in our company and we are pleased with their continued support and interest in the growth and development of CAI.

The price on the disposition of older container equipment has remained stable across most regions, as compared to the second quarter of this year. Volumes have also improved as more secondary buyers sought to purchase more containers.

As we indicated in the last quarter, the improvements in utilization of containers remain moderate by historical standards and in part relate to the seasonal patterns in our business. However, we believe that demand has stabilized and are optimistic that demand will increase more significantly as we approach the second quarter of 2010. Our view is based on our expectation of continued lack of new container manufacturing through the end of 2009 and first quarter of 2010, the ongoing attrition in the worldwide fleet and the recovery of the worldwide economies in 2010. Although credit remains one of our main focuses, many of our major customers continue to seek solutions to their liquidity and capital needs, which better enables them to manage through the weak freight rate environment”.

CAI International, Inc.
Consolidated Balance Sheets
(In thousands, except share information)
(UNAUDITED)
		September 30,			December 31,
	ASSETS		2009			2008
	Cash	$	8,425		$	28,535
	Accounts receivable (owned fleet), net of allowance for doubtful accounts of $1,241 and $1,044 at September 30, 2009 and December 31, 2008, respectively		14,666			16,224
	Accounts receivable (managed fleet)		21,507			24,683
	Current portion of direct finance leases		5,458			6,108
	Prepaid expenses		4,393			2,954
	Deferred tax assets		2,705			1,924
	Other current assets		4,825			563
	Total current assets		61,979			80,991
	Container rental equipment, net of accumulated depreciation of $82,720 and $86,936 at September 30, 2009 and December 31, 2008, respectively		308,679			310,397
	Net investment in direct finance leases		8,437			14,003
	Furniture, fixtures and equipment, net of accumulated depreciation of $886 and $722 at September 30, 2009 and December 31, 2008, respectively		511			629
	Intangible assets, net of accumulated amortization of $4,310 and $3,081 at September 30, 2009 and December 31, 2008, respectively		5,471			6,608
	Total assets	$	385,077		$	412,628
LIABILITIES AND STOCKHOLDERS' EQUITY
	Accounts payable	$	8,549		$	4,682
	Accrued expenses and other current liabilities		2,990			3,747
	Due to container investors		17,111			23,847
	Unearned revenue		4,668			4,542
	Current portion of related party term loan		800			-
	Current portion of capital lease obligation		4,101			4,514
	Rental equipment payable		734			3,905
	Total current liabilities		38,953			45,237
	Revolving credit facility		165,500			208,200
	Related party term loan		9,200			-
	Deferred income tax liability		25,769			25,348
	Capital lease obligation		17,498			18,070
	Income taxes payable		2,157			1,983
	Total liabilities		259,077			298,838
	Stockholders' equity:
	Common stock, par value $.0001 per share ; authorized 84,000,000 shares; issued and outstanding, 17,917,176 shares and 17,920,778 shares at September 30, 2009, and December 31, 2008, respectively		2			2
	Additional paid-in capital		103,416			102,706
	Accumulated other comprehensive loss		(1,004	)		(2,022	)
	Retained earnings		23,586			13,104
	Total stockholders' equity		126,000			113,790
	Total liabilities and stockholders' equity	$	385,077		$	412,628

CAI International, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
(UNAUDITED)
				Three Months Ended September 30,						Nine Months Ended September 30,
					2009			2008			2009			2008
	Revenue:
		Container rental revenue		$	13,406		$	16,353		$	40,982		$	41,621
		Management fee revenue			1,815			2,991			6,409			8,931
		Gain on sale of container portfolios			-			2,158			753			8,375
		Finance lease income			488			622			1,802			1,490
			Total revenue		15,709			22,124			49,946			60,417
	Operating expenses:
		Depreciation of container rental equipment			4,265			4,493			12,858			11,225
		Amortization of intangible assets			399			422			1,207			1,123
		Impairment of container rental equipment			19			39			80			241
		Gain on disposition of used container equipment			(990	)		(949	)		(2,391	)		(3,243	)
		Storage, handling and other expenses			2,231			984			6,367			3,228
		Marketing, general and administrative expense			4,987			5,124			14,679			14,740
		(Gain) loss on foreign exchange			(150	)		544			(153	)		449
			Total operating expenses		10,761			10,657			32,647			27,763
	Operating income				4,948			11,467			17,299			32,654
	Interest expense				992			2,435			3,344			6,538
	Interest income				(1	)		(38	)		(8	)		(208	)
			Net interest expense		991			2,397			3,336			6,330
			Income before income taxes		3,957			9,070			13,963			26,324
	Income tax expense				763			3,181			3,481			8,882
	Net income			$	3,194		$	5,889		$	10,482		$	17,442
	Net income per share:
			Basic	$	0.18		$	0.34		$	0.59		$	1.01
			Diluted	$	0.18		$	0.34		$	0.59		$	1.01
	Weighted average shares outstanding :
			Basic		17,905			17,499			17,901			17,241
			Diluted		17,905			17,505			17,901			17,246

	As of September 30, 2009	As of September 30, 2008
	(unaudited)
Managed fleet in TEUs	511,753	533,888
Owned fleet in TEUs	244,416	268,495
Total	756,169	802,383

Conference Call

A conference call to discuss financial results for the third quarter of 2009 will be held on Thursday, November 5, 2009 at 5:00 p.m. EDT. The dial-in number for the teleconference is 1-888-504-7953; outside of the U.S., call 1-719-325-2481. The call may be accessed live over the internet (listen only) under the “Investors” tab of CAI’s website, www.caiintl.com, by selecting “Q3 2009 Earnings Conference Call.” A webcast replay will be available for 30 days on the “Investors” tab of our website.

About CAI International, Inc.

CAI is one of the world’s leading managers and lessors of intermodal freight containers. As of September 30, 2009, the company operated a worldwide fleet of 756,000 TEU of containers through 13 offices located in 11 countries.

This press release contains forward-looking statements regarding future events and the future performance of CAI International, Inc. These statements are forward looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties that could cause actual results of operations and other performance measures (including utilization rates) to differ materially from current expectations including, but not limited to, expected economic conditions, availability of credit on commercially favorable terms or at all, customer demand, container prices, lease rates, increased competition, volatility in exchange rates and others. CAI refers you to the documents that it has filed with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2008 and its interim reports on Form 10-Q and its reports on Form 8-K. These documents contain additional important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this press release. Furthermore, CAI is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements contained in this press release whether as a result of new information, future events or otherwise, unless required by law.

CONTACT:
CAI International, Inc.
Victor Garcia, 415-788-0100
Chief Financial Officer
vgarcia@caiintl.com