Summary of CAI INTERNATIONAL, INC.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On August 7, 2009, the Nominating and Corporate Governance Committee of the Board of Directors of CAI International, Inc., a Delaware corporation (the "Company") adopted an amended and restated Code of Business Conduct and Ethics (as amended and restated, the "Code"). The Code applies to all directors, officers, employees, contractors, consultants and service providers of the Company (collectively, the "Company Associates").

Among other things, the Code amends the Company's prior Code of Business Conduct and Ethics to require that waivers of any provision of the Code for a director or an executive officer of the Company be approved in writing by the Company and promptly disclosed to stockholders as required by law or stock exchange regulation. The Code further details the obligations of the Company Associates to protect the confidential and proprietary information of the Company and the Company's business partners.

A copy of the Code is attached hereto as Exhibit 14.1 and incorporated herein by reference. The descriptions of the amendments above are qualified in their entirety by reference to the Code. A copy of the Code is also available in the SEC Filings portion of the Investor Relations section of our website at www.caiintl.com. If the Company makes any further substantive amendments to the Code or grants any waiver from a provision to the Code to any Company Associates, the Company will promptly disclose the nature of the amendment or waiver to stockholders as required by law or stock exchange regulation.