8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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) September 26, 2011

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.)

Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, California	94105
(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

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

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

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

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

Item 7.01. Regulation FD Disclosure .

On September 26, 2011, CAI International, Inc. (CAI) issued a press release announcing that its Board of Directors has approved a stock repurchase program, authorizing CAI to repurchase up to one million shares of its outstanding common stock. A copy of the September 26, 2011 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

99.1  Press release issued by CAI International, Inc. dated September 26, 2011.

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.

/s/ Timothy B. Page

Timothy B. Page

Chief Financial Officer

Date September 26, 2011

EX-99.1

Exhibit 99.1

CAI International, Inc. Announces the Authorization of One Million Share Repurchase Program.

SAN FRANCISCO—(BUSINESS WIRE)--CAI International, Inc. (CAI) (NYSE: CAP), one of the world’s leading lessors of intermodal freight containers, today announced that its Board of Directors has approved a stock repurchase program. Under the program, CAI is authorized to repurchase up to one million shares of its outstanding common stock from time to time and at prices considered appropriate by the company depending upon share price and prevailing economic and market conditions.  The stock repurchases may be made in the open market, block trades or privately negotiated transactions.  The primary purpose of the stock repurchase program is to allow CAI the flexibility to repurchase its common stock to return value to stockholders.The number of shares of common stock actually acquired, if any, by CAI will depend on subsequent developments, corporate needs and market conditions. The repurchase program is effective immediately, may be suspended or discontinued at any time.

"This program reaffirms our commitment to increase stockholder value and our confidence in the financial strength of the company,” said Victor Garcia, CAI's President and Chief Executive Officer. “Our business continues to generate healthy cash flow which allows us to repurchase our outstanding stock and continue investing in the business."

About CAI International, Inc.:

CAI is one of the world’s leading managers and lessors of intermodal freight containers.  As of June 30, 2011, the company operated a worldwide fleet of approximately 884,000 TEUs of containers through 12 offices located in 10 countries including the United States.

This press release contains forward-looking statements including, but not limited to, statements regarding management’s plans for repurchasing company stock under the approvals granted by the Board of Directors, management’s and the Board of Directors’ confidence in our continued growth and cash generation prospects and the company’s view that share repurchases will be an effective way to return value for stockholders. Although CAI believes that the expectations reflected in the forward-looking statements are reasonable, these plans are dependent on the company’s future financial condition and its determinations of the continued value of a repurchase program, changing customer demands and/or business conditions in the container and shipping industries and the overall economy, the competitiveness of our offerings and management’s ability to continue to achieve strong financial and cash generation performance. 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, 2010 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.