March 6, 2007

By facsimile to (650) 838-4350 and U.S. Mail

Mr. Masaaki (John) Nishibori
President and Chief Executive Officer
CAI International, Inc.
1 Embarcadero Center
San Francisco, CA 94111

Re:	CAI International, Inc.
	Registration Statement on Form S-1
	Filed February 7, 2007
File No. 333-140496

Dear Mr. Nishibori:

	We reviewed the filing and have the comments below.

	Where indicated, we think that you should revise the document
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
provide us supplemental information.  We may raise additional
comments after reviewing this information.

      Our review`s purpose is to assist you in your compliance
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
achieve these objectives.  We welcome any questions that you may
about comments or any other aspect of our review.  You may call us
the telephone numbers listed at the end of this letter.


1. We note that non-Rule 430A information is omitted throughout
registration statement.  To the extent practicable, complete the
information before amending the registration statement.

2. We note the references to the independent third party valuation
your assets and liabilities as of October 1, 2006 on pages 34 and
11.  Expand the disclosure to identify the independent third party
performing the evaluation, and provide the independent third
consent as required by Rule 436(a) of Regulation C under the
Securities Act.  Alternatively, delete the references.

3. Please do not use smaller type in tables, footnotes, and charts
you do on pages 6, 7, 8, and 58, for example.

Prospectus` Outside Front Cover Page

4. We note that you omit an estimated price range for the
You may omit an estimated price range in the first amendment,
provided you give us adequate time to review the registration
statement with the estimated price range in it before requesting
acceleration of the registration statement`s effectiveness.  We
consider estimated price ranges of up to $2.00 if under $20.00 or
if over $20.00 to be a good faith estimate for purposes of
requirements under the Securities Act.  Further, confirm that you
will include an estimated price range in the form of preliminary
prospectus distributed to prospective purchasers.  See instruction
to Item 501(b)(3) of Regulation S-K.

5. Delete the words "Sole Bookrunner."  We would not object if you
move the words to the prospectus` outside back cover page.

EBITDA, page 7

6. We note your disclosures regarding the non-GAAP measure EBITDA
have the following comments.  Refer to Question 8 of "Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures"
prepared and issued by the Division of Corporation on June 13,
and Item 10(e) of Regulation S-K for detailed guidance.

* You indicate that you use EBITDA as a performance measure.
However, many of the limitations of EBITDA you have identified
to more directly relate to the limitations of using EBITDA as a
liquidity measure.  Please revise your disclosure to more fully
discuss the material limitations associated with the use of EBITDA
performance measure as compared to the use of net income, your
comparable GAAP financial measure.

* Please discuss the manner in which management compensates for
limitations when using this non-GAAP financial measure.

* Please disclose the substantive reasons why management believes
this non-GAAP financial measure provides useful information to

* You state that "It can be also be useful to investors, as a
supplement to GAAP measures, in evaluating our ability to incur
service debt, make capital expenditures and meet working capital
requirements."  If management uses EBITDA for these purposes and
would like to tell readers of your use of EBITDA as a liquidity
measure, you must expand your disclosures to provide all the
disclosures of Item 10(e)(B) and (C) of Regulation S-K.

Risk Factors, page 9

7. Include in each risk factor`s discussion information necessary
assess the risk, including its magnitude.  For example:

* The ninth risk factor states that CAI plans to purchase new
containers.  Expand the disclosure to indicate that CAI expects to
purchase $150 million to $200 million of new containers in 2007.
note the disclosure on page 39.

* The eleventh risk factor states that gains and losses from the
disposition of used equipment may fluctuate and affect adversely
CAI`s results of operations.  Quantify the gains and losses from
disposition of used equipment during the periods presented in the
financial statements.  Alternatively, provide a cross reference to
the disclosure in MD&A.

* The fourteenth risk factor states that CAI purchases almost all
its containers from manufacturers based in China.  Clarify here
on page 75 whether CAI is materially dependent on any manufacturer
its containers.

* The eighteenth risk factor states that CAI`s level of
reduces its financial flexibility.  Quantify CAI`s indebtedness as
the latest balance sheet data in the prospectus.

* The nineteenth risk factor states that CAI will require a
significant amount of cash to service and repay its outstanding
indebtedness.  Quantify the amount of cash that CAI will require
during the next 12 months to service and repay its outstanding

* The thirty-seventh risk factor states that internal control
deficiencies constituting "material weaknesses" existed as of
December 31, 2005.  Indicate whether CAI believes that the
weaknesses still exist at the end of the period covered by the
balance sheet data in the prospectus.

8. Some risk factors include "We cannot assure" language.  For
example, refer to the fourth, seventh, tenth, twelfth, thirteenth,
fifteenth, eighteenth, nineteenth, twenty-first, twenty-second,
twenty-fifth, twenty-eighth, thirtieth, and thirty-fourth risk
factors.  Since the risk is the situation described and not CAI`s
ability to assure, please revise.

Unaudited Pro Forma Financial Information, page 34

9. You disclose that your pro forma adjustments do not give effect
any compensation expense that will be associated with stock
and stock grants that you intend to make in connection with this
offering.  Please tell us and revise your disclosures, if
appropriate, to indicate why you believe that this exclusion is
appropriate.  If the issuance of these stock options and stock
is directly attributable to the offering, expected to have a
continuing impact on CAI, and is factually supportable, then
revise your pro forma financial statements to provide the
pro forma adjustments.  Refer to Rule 11-02(b)(6) of Regulation S-

Pro Forma Condensed Consolidated Balance Sheet, page 37

10. We note your adjustment for goodwill of $51.6 million related
the Interpool transaction.  Please revise footnote (5) to include
discussion of the factors contributing to the recognition of
goodwill.  Refer to paragraph 51(b) of SFAS 141.

Key Financial Metrics, page 41

11. Expand the disclosures to include utilization and per diem
statistical data for the end of each period presented in the
financial statements.

Per Diem Rates, page 41

12. You disclose the average per diem rates for short-term leases
all of the standard 20` dry van containers in your total fleet
increased by 7.0% from December 31, 2003 to December 31, 2005.
However, on page 51 of your segment disclosures for container
we note your disclosure that you realized lower average per diem
rates on short-time leases during 2005 compared to the per diem
on short-term leases during 2004.  Please revise your disclosures
explain or eliminate this discrepancy.

Operating Expenses, page 42

13. You indicate that beginning in the fourth quarter of 2006
depreciation of your existing owned fleet will decrease as a
of an increase in your estimates of the residual values of your
containers.  Please revise your filing to provide readers with a
better understanding of the magnitude of this estimated decrease.

14. We note from your disclosure on page 43 that you expect
rental expenses to decrease through the second quarter of 2008 due
the termination of certain leases with third parties.  Please
your disclosure to discuss the impact on sales and operating
and whether you have sufficient containers to continue operations.
If you do not expect sales and operating income to be impacted,
please provide a discussion of how you made this determination.

15. You disclose on page 43 that in future periods you will incur
operating expenses for the amortization of intangible assets.
the materiality of goodwill related to the Interpool transaction
of $
51.6 million, please revise your filing to include a discussion of
additional operating expenses that you could incur if goodwill
becomes impaired and the circumstances the could cause the

Results of Operations, page 44

16. On page 46 you discuss why your impairment of container rental
equipment decreased period over period.  However, you have not
provided a description of the facts and circumstances leading to
impairment as required by paragraph 26(a) of SFAS 144. Please

Liquidity and Capital Resources, page 56

17. For any credit facility or other financial instrument that
requires CAI to satisfy specified financial ratios and tests,
what the limits of all material financial ratios and tests are.
state whether CAI is in compliance with the ratios and tests as of
the most recent date practicable.  We note the disclosures in
10 of exhibit 10.1.

18. Please revise your cash flow disclosures to provide a more
meaningful analysis of the changes in your operating assets and
liabilities rather than summarizing the changes in these accounts,
which are readily obtainable from the face of balance sheet.
to FRR 33-8350 for guidance.

Contractual Obligations and Commercial Commitments, page 58

19. To increase the transparency of cash flow, please revise your
table of contractual obligations to include scheduled interest
payments.  To the extent that the interest rates are variable and
unknown, you may use your judgment to determine whether or not to
include estimates of future variable rate interest payments in the
table or in a footnote to the table.  Regardless of whether you
decide to include variable rate estimated interest payments in the
table or in a footnote, you should provide appropriate disclosure
with respect to your assumptions.

Critical Accounting Policies and Estimates, page 59


20. Please include a critical accounting policy relating to
as this balance is material to your total assets.  Your disclosure
a minimum should include a comprehensive discussion of the
assumptions included in the estimation of the fair value of your
reporting units, the uncertainties associated with your material
assumptions, a description of the methodology used in performing
test for impairment, factors that would suggest that a possible
impairment exists, and other relevant information that you believe
be useful in understanding your policy.  Refer to sections
and 4 and 501.14 of the Financial Reporting Codification for

Revenue Recognition, page 59

21. You have determined that the sale of your containers and the
management services are separate units of accounting under EITF
19.  You disclose that you are able to determine the fair value of
the management services (undelivered item), which is required by
guidance.  Please revise your filing to provide a comprehensive
discussion of the competitive and other data that you refer to on
page 60 that is used in determining the fair value of your

22. You indicate on page 60 that "If a lessee of a managed
defaults in making timely lease payments or we otherwise determine
that future lease payment are not likely to be collected from the
lessee, then we will cease to record lease revenue."  Please
this statement.  We assume that your reference to the recording of
lease revenues relates to internal recordkeeping necessary to
determine the related management fees that you will earn.  If not,
please tell us the appropriateness of recording lease revenue
to your managed fleet.

Accounting for Container Leasing Equipment, page 60

23. You disclose on page 72 that you have sold older containers in
your excess inventory.  Please revise your filing to define and
provide a discussion of this excess inventory.  Specifically,
quantify the amount of inventory you have identified as "excess"
address the recoverability of this inventory.

Share Based Payments, page 61

24. You disclose that considerable judgment is required to
the fair value of your preferred stock due to the lack of a public
market for your preferred stock or common stock.  However, you
not disclosed the methodology used to determine the fair value of
your preferred stock.  Please revise your filing to identify the
judgments and assumptions that you made in the determination of
fair value of your preferred stock.

Allowance for Doubtful Accounts, page 61

25. It appears from your disclosure that your policy for
for doubtful accounts is only applicable to your receivables from
your own container leases.  Please revise your filing to disclose
an allowance is not required for your managed fleet receivables,
including a discussion of your historical experiences of losses,

Business, page 67

26. Please revise to provide more detail on your relationship with
the investment arrangers.  We note your reference on page 74.

Overview of Our Leases, page 70

27. You disclose that retroactive rate adjustments are typically
required if containers are redelivered early.  Please revise your
disclosure to discuss whether retroactive rate adjustments were
material to any period presented.  If material, also please
anticipated future trends in retroactive rate adjustments.

Customer Concentration, page 74 and Note 12, page F-31

28. While disclosures here and in the fifth risk factor on page 11
indicate that no one container lessee represented greater than 10%
leasing revenue in any of the years presented in the financial
statements and greater than 10% of total revenue for the nine
ended September 30, 2006, it is unclear whether any one container
investor represented greater than 10% of total revenue in any of
years presented in the financial statements.  Please clarify.  We
note the disclosure that $5.3 million of revenue from the largest
container investor represented 12.4% of total revenue for the nine
months ended September 30, 2006.

Board of Directors, page 77

29. Disclosure indicates that CAI will add two additional non-
employee directors to its board before the offering`s completion.
the two additional non-employee directors have been nominated or
chosen to become directors, identify them in the registration
statement and file their consents as exhibits to the registration
statement.  See Item 401 of Regulation S-K and the item`s
instructions.  See also Rule 438 of Regulation C under the

Hiromitsu Ogawa, page 84

30. Clarify that Mr. Hiromitsu Ogawa is entitled to receive the
equity incentive plan compensation disclosed in the table if CAI
meets or achieves its budget for pre-tax profit for each fiscal
during his employment agreement`s term until the closing of CAI`s
initial public offering or IPO and that after the IPO any bonus
be in the complete discretion of the board of directors.  We note
disclosure in section 4 of exhibit 10.4.

Victor M. Garcia, page 85

31. Please confirm that you will disclose Mr. Victor M. Garcia`s
incentive stock option to purchase 310 shares of CAI`s common
in the table on page 82.  We note the disclosure in section 4 of
exhibit 10.6.

Certain Relationships and Related Party Transactions, page 88

32. Please revise to disclose the material terms of your new, non-
exclusive term management agreement with Interpool.  We note your
brief disclosure on page 88.

Principal and Selling Stockholders, page 90

33. Disclosure in footnote (4) that the shares of common stock
be issued upon conversion of the series A cumulative redeemable
convertible preferred stock upon the offering`s completion is
inconsistent with disclosure on page 91 that the outstanding
of series A cumulative redeemable convertible preferred stock will
converted into 1,726 shares of common stock immediately before the
offering`s completion.  Please reconcile the disclosures.

Lock-up Agreements, page 94

34. Confirm that there are no agreements or understandings between
the underwriters and any of the persons subject to the lock-up
agreements to permit those persons to resell their shares before
lock-up period`s expiration.  Also describe briefly the factors
the underwriters would consider in determining whether to consent
the sale of shares by those persons before the lock-up period`s

Note 7.  Commitments and Contingencies, page F-13

35. You disclose on pages 80 and 81 that you have entered into the
new employment agreements with Messrs. Ogawa and Nishibori.
expand this footnote to discuss the pertinent terms of these
agreements, including a discussion of the discretionary cash
and the additional cash bonus for Mr. Garcia of up to $100,000 on
November 1, 2007 and on each of the following three anniversaries
that date so long as he remains employed by you on those dates.

Note 6.  Stockholder`s Equity, page F-27

36. We note that you discuss your temporary equity (cumulative
redeemable convertible preferred stock) within your footnote
as "Stockholders` Equity."  To avoid confusion, please provide a
separate footnote to discuss your temporary equity.  Ensure this
footnote includes a comprehensive discussion explaining the 23%
decrease in fair value from December 31, 2005 to September 30,
Further, please disclose the methodology used to determine the
value of your preferred stock.


37. We note that you intend to file by amendment some exhibits,
including the underwriting agreement and the legal opinion.  Allow
sufficient time to review the exhibits before requesting
of the registration statement`s effectiveness.

Exhibit 5.1

38. The exhibit`s caption in the exhibit index indicates that you
intend to file a form of opinion.  You must file an executed
before the registration statement`s effectiveness.

Exhibits 10.1 and 10.9

39. Absent an order granting confidential treatment, Item
of Regulation S-B requires the filing of material contracts,
including attachments, in their entirety.  Attachments include,
example, annexes, appendices, exhibits, and schedules.  Since you
not file the schedules to exhibit 10.1 and schedule 1 to exhibit B
the office lease`s first amendment in exhibit 10.9, please refile
both exhibits in their entirety.


40. We acknowledge your February 7, 2007 cover letter in which you
indicate that Mr. Hiromitsu Ogawa has executed a term sheet to
15% of CAI`s outstanding common stock to a Japanese institutional
investor and is considering selling an additional portion of the
common stock that he beneficially owns to additional institutional
investors at or before the offering`s closing.  Allow us
time to review the amended disclosure before requesting
of the registration statement`s effectiveness.


	File an amendment to the S-1 in response to the comments.  To
expedite our review, CAI may wish to provide us three marked
copies of the amendment.  Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments.  If CAI thinks that
compliance with any of the comments is inappropriate, provide the
basis in the letter.  We may have additional comments after review
the amendment, the responses to the comments, and any supplemental

	We urge all persons responsible for the accuracy and adequacy
the disclosure in the registration statement reviewed by us to
that they have provided all information investors require for an
informed decision.  Since CAI and its management are in possession
all facts relating to the disclosure in the registration
they are responsible for the adequacy and accuracy of the
that they have made.

      If CAI requests acceleration of the registration statement`s
effectiveness, CAI should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
relieve CAI from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.

* CAI may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that CAI provides us in our review of the registration
statement or in response to our comments on the registration

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Tracey L.
McKoy, Staff Accountant, at (202) 551-3772 or Jeanne K. Baker,
Assistant Chief Accountant, at (202) 551-

3691.  You may direct questions on other comments and disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or
Lesli L. Sheppard, Staff Attorney, at (202) 551-3708.

Very truly yours,

					     Pamela A. Long
					     Assistant Director

cc:	Edward J. Wes, Jr., Esq.
	Bruce M. McNamara, Esq.
	Sonny Allison, Esq.
	Perkins Coie LLP
	101 Jefferson Drive
	Menlo Park, CA 94025

	Daniel G. Kelly, Jr., Esq.
	Davis Polk & Wardwell
	1600 El Camino Real
	Menlo Park, CA 94025

Mr. Masaaki (John) Nishibori
March 6, 2007
Page 1

WASHINGTON, D.C. 20549-7010

         DIVISION OF