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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

Amendment No. 1



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from ______ to ______

Commission file
number: 001-33388





CAI International, Inc.

(Exact name
of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 94-3109229                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|One Embarcadero Center, Suite 2101 San Francisco, California  |  | 94111                              
|(Address of principal executive offices)                      |  | (Zip Code)                         

415-788-0100

(Registrants telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x        No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   ̈        No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                                                                        |  |                             
|-------------------------- |  | -------------------- |  | ---------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x |  | Non-accelerated filer   ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes   ̈        No   x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date.



|                                         |  |                  
|---------------------------------------- |  | -----------------
|Common                                   |  | July 31, 2009    
|Common Stock, $.0001 par value per share |  | 17,917,417 shares









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EXPLANATORY NOTE

CAI International, Inc. filed its Quarterly Report on Form 10-Q for the quarter period ended June 30, 2009 with the Securities and Exchange Commission on
August 7, 2009 (the Original Filing). Amendment No. 1 on Form 10-Q/A is hereby filed for the following purposes:



| | a.) | to attach as Exhibit 10.1 to the Original Filing the Chairman of the Board Compensation Agreement dated as of June 5, 2009, entered into by and between CAI International, Inc.,
and Hiromitsu Ogawa, which was inadvertently omitted from the Original Filing; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b.) | to amend the introductory language in paragraph four of the Certifications filed as Exhibits 31.1 and 31.2 and add a statement that management is responsible for establishing and
maintaining internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d- 15(f)) which was unintentionally omitted from the Original Filing.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Except as described above, there were no other changes made to the Original Filing.



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TABLE OF CONTENTS



|                
|----------------
|EXPLANATORY NOTE
|SIGNATURES      
|EX-10.1         
|EX-31.1         
|EX-31.2         



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CAI INTERNATIONAL, INC.

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, thereunto duly authorized.



|                   |  |  |  |  |  |                                      |  |                                                                                                                
|------------------ |  |  |  |  |  | ------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------
|                   |  |  |  |  |  | CAI International, Inc. (Registrant)
|                   |  |  | 
|September 18, 2009 |  |  |  |  |  | /s/ MASAAKI (JOHN) NISHIBORI        
|                   |  |  |  |  |  |                                      |  | Masaaki (John) Nishibori President and Chief
Executive Officer (Principal Executive Officer)                   
|                   |  |  | 
|September 18, 2009 |  |  |  |  |  | /s/ VICTOR M. GARCIA                
|                   |  |  |  |  |  |                                      |  | Victor M. Garcia Senior Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer)