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

May 27, 2008

Date of Report (Date of earliest event reported)

CAI International, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33388	94-3298884
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

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

(415) 788-0100

(Registrant’s telephone number, including area code)

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 communication 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 1.01 Entry into a Material Definitive Agreement.

On May 27, 2008, CAI International, Inc., a Delaware corporation (the “Company”), increased the maximum total commitment available under that certain Second Amended and Restated Revolving Credit Agreement by and among the Company, Container Applications Limited, a wholly owned subsidiary of the Company organized under the laws of Barbados (“CAI Barbados”), Sky Container Trading, Inc., a California corporation and wholly owned subsidiary of the Company (the “Guarantor”), various financial institutions (collectively, the “Lenders”), Bank of America, N.A. as the -administrative agent (the “Administrative Agent”) and Union Bank of California, N.A. as the co-agent for itself and the other Lenders (the “Co-Agent”), dated as of September 25, 2007 (as amended by Amendment No. 1 to that certain Second Amended and Restated Revolving Credit Agreement dated as of February 26, 2008) (collectively, the “Credit Agreement”) from an aggregate principal amount of $265,000,000 to $290,000,000 (the “Facility Increase”). The Facility Increase was made pursuant to Section 2.11 of the Credit Agreement, which permits the Company to request an increase in the total commitment available under the Credit Agreement by an amount not to exceed $50,000,000, provided that no default or event of default exists either before or immediately after giving effect to the increase. As such, the Facility Increase did not require any further amendment to the Credit Agreement.

On May 30, 2008, the Company issued a press release announcing the closing of the First Amendment. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is furnished herewith.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this item is included in Item 1.01 of this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 30, 2008

SIGNATURES

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

	CAI INTERNATIONAL, INC.
Dated: May 30, 2008	By:	/s/ VICTOR M. GARCIA
		Name: Victor M. Garcia Title: Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 30, 2008

EX-99.1

Exhibit 99.1

CAI International, Inc. Announces an increase in its Senior Secured Credit Facility

SAN FRANCISCO, CA, May 30, 2008— CAI International, Inc. (CAI) (NYSE: CAP) announced today that it has completed an increase to the commitment amount on its senior secured credit facility on May 27, 2008. Applying a provision in the credit agreement which allows the Company to increase the commitment, the Company increased the commitment amount from $265 million to $290 million. The maturity date remains September 25, 2012 and all other terms have remained unchanged.

Masaaki (John) Nishibori, CAI’s President and Chief Executive Officer, commented, “We are very grateful to have the continued support of our lenders and are pleased to have increased our bank facility on the same terms. ”

About CAI International, Inc.

CAI is one of the world’s leading managers and lessors of intermodal freight containers. As of March 31, 2008, the company operated a worldwide fleet of 773,000 TEUs of containers through 10 offices located in 8 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 to differ materially from current expectations including, but not limited to, economic conditions, customer demand, increased competition and others. CAI refers you to the documents that it has filed with the Securities and Exchange Commission, including its registration statement on Form S-1. 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:

Victor Garcia, Chief Financial Officer

(415) 788-0100

vgarcia@caiintl.com