SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549
                                  __________
                                  SCHEDULE TO
                                (RULE 14D-100)

   TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                           CAREY INTERNATIONAL, INC.
                           (Name of Subject Company)


                           ALUWILL ACQUISITION CORP.

                           CAREY INTERNATIONAL, INC.
                                  (Offerors)

                         CHARTWELL INVESTMENTS II LLC
                          LIMOUSINE HOLDINGS, L.L.C.
                             VIP HOLDINGS, L.L.C.
                              FORD MOTOR COMPANY
                           (Affiliates of Offerors)

                           (Name of Filing Persons)

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
                            ----------------------
                        (Title of Class of Securities)

                                   141750109
               -------------------------------------------------
                     (CUSIP Number of Class of Securities)

                             VINCENT A. WOLFINGTON
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           CAREY INTERNATIONAL, INC.
                    4530 WISCONSIN AVE., N.W., FIFTH FLOOR
                            WASHINGTON, D.C.  20016
                                (202) 895-1200
                 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                WITH A COPY TO:

       JAMES E. DAWSON                          RUSSELL W. PARKS, JR.
 NUTTER, MCCLENNEN & FISH, LLP        AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
    ONE INTERNATIONAL PLACE           1333 NEW HAMPSHIRE AVENUE, N.W., SUITE 400
       BOSTON, MA  02110                         WASHINGTON, DC 20036
        (617) 439-2000                          (202) 887-4000

                           CALCULATION OF FILING FEE

- --------------------------------------------------------------------------------
          Transaction Valuation                  Amount of Filing Fee
- --------------------------------------------------------------------------------
                  N/A                                    N/A
- --------------------------------------------------------------------------------

[_]   Check the box if any part of the fee is offset as provided by Rule 0-
      11(a)(2) and identify the filing with which the offsetting fee was
      previously paid. Identify the previous filing by registration statement
      number or the Form or Schedule and the date of its filing.

Amount Previous Paid:                           Filing Party:
                     ---------------------                   ------------------
Form or Registration No.:                       Date Filed:
                         -----------------                 --------------------


[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

     [_] third-party tender offer subject to Rule 14d-1.
     [_] issuer tender offer subject to Rule 13e-4.
     [_] going-private transaction subject to Rule 13e-3.
     [_] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:


Carey International, Inc.  4530 Wisconsin Avenue, NW, Washington, DC 20016

CAREY Worldwide Chauffeured Services
Sedans, Limousines, Vans and Minibuses
480 Cities, 75 Countries

PRESS RELEASE

Gary L. Kessler
Vice President - Corporate Development
(202) 895-1200
gkessler@careyint.com

FOR IMMEDIATE RELEASE
- ---------------------

                    CAREY INTERNATIONAL TO BE ACQUIRED BY AN
              AFFILIATE OF CHARTWELL AND FORD FOR $18.25 PER SHARE

     WASHINGTON, D.C. - JULY 19, 2000 - CAREY INTERNATIONAL, INC. (Nasdaq:CARY),
the world's largest chauffeured vehicle services company, announced today that
it has entered into a definitive agreement and plan of merger with an entity
affiliated with both Chartwell Investments II, LLC, a New York private-equity
firm, and Ford Motor Company. The Company's Board of Directors, with a
recommendation of a special committee comprised of outside directors,
unanimously approved the transaction that provides for the acquisition of all
outstanding shares of Carey International stock for $18.25 per share in cash.

     The transaction is structured as a joint tender offer, that will commence
within approximately two weeks, followed by a merger. Consummation of the
transaction is subject to certain conditions, including the tender of at least
50.1 percent of the Company's outstanding shares and the satisfaction of
customary conditions. The Company expects that the transaction will be
consummated by the end of August. Of the $300 million in total financing that
will be required to fund the transaction, $100 million will be in equity.

     Vincent A. Wolfington, Chairman and CEO of Carey International stated, "We
believe that this transaction will be very positive for Carey International and
its stockholders.  A cornerstone of Carey International's strategy is
relationship marketing, and thus, we welcome the opportunity to solidify our
longstanding strategic relationship with Ford Motor Company.  We also are eager
to partner with Chartwell and look forward to benefiting from their experience
in developing growth companies."

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                                                       Carey International, Inc.
                                                                   July 19, 2000
                                                                          Page 2


     Todd Berman, President of Chartwell, commented, "We are excited about our
new business relationship with Carey International's management team and Ford's
participation as a minority shareholder. Carey International is a unique
franchise - the undisputed leader in chauffeured vehicle services worldwide. The
growth of the travel industry, coupled with the company's outstanding reputation
for service and its premier reservation system, should enable Carey
International to sustain its record of double-digit earnings growth. Chartwell
is very enthusiastic about this opportunity."

     Carey International is the world's largest chauffeured vehicle services
company.  The company provides chauffeured sedan, limousine, van, and minibus
service through a worldwide network of owned and operated companies, licensees,
and affiliates serving 480 cities in 75 countries.

     This press release is intended for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares of Carey
International common stock.  The solicitation of offers to sell Carey
International's common stock will only be made pursuant to the offer to purchase
and related materials that will be sent out to Carey International's
stockholders shortly.  Stockholders should read those materials carefully
because they will contain important information, including the various terms and
conditions of the offer.  The tender offer documents (including the offer to
purchase, the related letter of transmittal and all other offer documents to be
filed with the Securities and Exchange Commission) will also be available for
free at the Commission's Web site at www.sec.gov.

     The information set forth above contains forward-looking statements, which
involve risks and uncertainties.  The Company's actual results could differ
materially from the results anticipated in these forward-looking statements.
Readers should refer to discussion under "Risk Factors" contained in the
Company's Registration Statement on Form S-1 (No. 333-59599) filed with the
Securities and Exchange Commission, which is incorporated herein by reference,
concerning certain factors which could cause the Company's actual results to
differ materially from the results anticipated in the forward-looking statements
contained herein.

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