FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-59599

PROSPECTUS

3,000,000 SHARES

LOGO

CAREY INTERNATIONAL, INC.

COMMON STOCK

----------------

This Prospectus relates to 3,000,000 shares of common stock, $.01 par value
per share (the "Common Stock"), of Carey International, Inc. ("Carey" or the
"Company") that may be offered and issued by the Company from time to time in
connection with acquisitions of other businesses or properties.

Carey intends to concentrate its acquisitions within the chauffeured vehicle
service industry. If the opportunity arises, however, Carey may attempt to
make acquisitions that are either complementary to its present operations or
which it considers advantageous even though they may be dissimilar to its
present activities. The consideration for any such acquisition may consist of
shares of Common Stock, cash, notes or other evidences of debt, assumptions of
liabilities or a combination thereof, as determined from time to time by
negotiations between Carey and the owners or controlling persons of the
businesses or properties to be acquired.

The shares covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in
exchange for assets used in or related to the business of such companies or
entities, or otherwise pursuant to the agreements providing for such
acquisitions. The terms of such acquisitions and of the issuance of shares of
Common Stock under acquisition agreements generally will be determined by
direct negotiations with the owners or controlling persons of the businesses
or properties to be acquired or, in the case of entities that are more widely
held, through exchange offers to stockholders or documents soliciting the
approval of statutory mergers, consolidations or sales of assets. The Company
anticipates that the shares of Common Stock issued in any such acquisition
will be valued at a price reasonably related to the market value of the Common
Stock either at the time of agreement on the terms of an acquisition or about
the time of delivery of the shares.

The Company's Common Stock is listed on The Nasdaq National Market
("Nasdaq") under the symbol "CARY." The closing market price of the Common
Stock on Nasdaq on July 27, 1998 was $25.75.

----------------

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER
THE SECTION "RISK FACTORS" BEGINNING ON PAGE 4.

----------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

JULY 28, 1998

TABLE OF CONTENTS

PAGE
----

The Company................................................................ 3
Available Information...................................................... 3
Risk Factors............................................................... 4
Selected Consolidated Financial Data....................................... 8
Price Range of Common Stock................................................ 10
Dividend Policy............................................................ 10
Plan of Distribution....................................................... 10
Legal Matters.............................................................. 11
Experts.................................................................... 11

The Company has not authorized any person to give any information or to make
any representations other than those contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or the solicitation of any offer to buy any security other than the
shares of Common Stock offered by this Prospectus, nor does it constitute an
offer to sell or a solicitation of any offer to buy the shares of Common Stock
by anyone in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information contained herein is correct as of any time subsequent to the date
hereof.

DOCUMENTS INCORPORATED BY REFERENCE

The Company hereby incorporates by reference the following documents (or
portions thereof):
(i) its Annual Report on Form 10-K for the fiscal year ended November 30,
1997, as amended by the Company's Annual Report on Form 10-K/A filed with
the Commission on March 30, 1998 (except for the financial statements and
report of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.)
thereon);
(ii) its Current Report on Form 8-K/A filed with the Commission on
January 13, 1998;
(iii) its Quarterly Reports on Form 10-Q for the three-month period ended
February 28 and the three- and six-month periods ended May 31, 1998,
respectively;
(iv) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A and its Registration Statement on Form
S-1 (File No. 333-22651); and
(v) the Pro Forma Consolidated Financial Statement, and the financial
statements for the Company and Manhattan International Limousine Network
Ltd. and Affiliate (including the reports of PricewaterhouseCoopers LLP
(formerly Coopers & Lybrand L.L.P.) thereon), contained in its Registration
Statement on Form S-1 (File No. 333-50245).

All reports filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date hereof and prior to any termination of the offering of
shares of Common Stock covered by this Prospectus are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the respective dates of filing. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed document that
is also incorporated herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT THE COMPANY THAT IS CONTAINED IN DOCUMENTS THAT ARE NOT INCLUDED IN OR
DELIVERED WITH THIS PROSPECTUS. THESE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST
BY A PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED FROM DAVID H. HAEDICKE,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, CAREY INTERNATIONAL,
INC., 4530 WISCONSIN AVENUE, N.W., WASHINGTON, D.C. 20016, TELEPHONE NUMBER
(202) 895-1200. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH
A FINAL INVESTMENT DECISION IS TO BE MADE.

THE COMPANY

Carey International, Inc. is one of the world's largest chauffeured vehicle
service companies, providing services through a worldwide network of owned and
operated companies, licensees and affiliates serving 420 cities in 65
countries. The "Carey" brand name has represented quality chauffeured vehicle
service since the 1920s. The Company owns and operates service providers in
Boston, Chicago, Indianapolis, London, Los Angeles, New York, Philadelphia,
San Francisco, South Florida and Washington, D.C. In addition, the Company
generates revenues from licensing the "Carey" name and providing central
reservation, billing and sales and marketing services to its licensees. The
Company's worldwide network also includes affiliates in locations in which the
Company has neither owned and operated companies nor licensees. Over the past
five years, the Company has invested significant capital in developing its
central reservations and billing system and worldwide service infrastructure.
By leveraging its current infrastructure and position as a market leader, the
Company is consolidating the highly fragmented chauffeured vehicle service
industry through the acquisition of: (i) current Carey licensees, (ii)
additional companies in markets in which the Company already owns and operates
a chauffeured vehicle service company, and (iii) companies in other strategic
markets in North America and Europe. Carey also intends to add to its global
presence by acquiring or establishing strategic alliances with companies in
the Pacific rim of Asia and Latin America.

In 1979, the Company was organized as a Delaware corporation and commenced
operations by acquiring certain rights to the "Carey" name held by a
predecessor company. Predecessor companies operated chauffeured vehicle
service businesses under the "Carey" name since the 1920s. The Company's
principal executive offices are located at 4530 Wisconsin Avenue, N.W.,
Washington, D.C. 20016. Its telephone number at that location is (202) 895-
1200.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock offered hereby. This Prospectus omits
certain information contained in the Registration Statement (including
exhibits). Prospective investors should refer to the Registration Statement
for further information with respect to the Company and the Common Stock. The
Registration Statement may be inspected and copied at the Public Reference
Room maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of all or any part of the Registration Statement may be obtained
from the Public Reference Room, upon payment of the fees prescribed by the
Commission. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at (800) SEC-0330. The Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that submit electronic filings to the Commission.

The Company files periodic reports (Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K), proxy and information
statements and other information with the Commission. For further information
with respect to the Company, these reports, proxy and information statements
and other information can be inspected and copied at the Public Reference Room
maintained by the Commission referenced above.

RISK FACTORS

The following factors should be considered, together with the other
information in this Prospectus, in evaluating an investment in the Company. An
investment in the shares of Common Stock offered hereby involves a high degree
of risk. Prospective investors should carefully consider the following risk
factors, in addition to other information contained in this Prospectus, in
connection with an investment in the Common Stock offered hereby.

This Prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Prospective investors are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors, including the following:

ACQUISITION STRATEGY

The Company intends to grow primarily through the acquisition of additional
chauffeured vehicle service companies. To do this, the Company must be able to
introduce new management systems, convert salaried chauffeurs employed by
acquired businesses to independent operators where appropriate, and integrate
the acquired businesses with the Company's existing operations.

The risks of this growth strategy include the following:

. Increased competition for acquisition candidates may develop. This would
increase the cost of acquisitions and lead to fewer acquisition
opportunities.

. The Company may not be able to identify, acquire or profitably manage
additional businesses.

. There may be significant costs, delays, or other problems associated
with integrating businesses that are acquired.

. Acquired businesses may not be able to achieve anticipated operating
results.

. Customer dissatisfaction or performance problems at acquired companies
could affect the Company's reputation.

. Integrating acquired businesses may divert management's attention from
operating the Company's core business.

. Carey may not be able to retain key employees or independent operators
of acquired companies.

. If acquisitions do not yield expected results, the Company may need to
write off goodwill of the acquired companies, thereby lowering the
Company's earnings.

. Unexpected problems may arise at a newly-acquired company. For example,
the federal income tax returns of one of the companies acquired by the
Company have been examined by the IRS for periods prior to the
acquisition date. The IRS has challenged the acquired company's methods
of accounting for independent operator fees and the tax treatment of
certain items in those tax returns. The Company believes that any
assessments made by the IRS in this matter would be offset, at least in
part, by indemnification payments pursuant to the related acquisition
agreements. Nonetheless, the IRS examination, and any problems that
might arise at other acquired companies, could be very expensive for the
Company.

ACQUISITION FINANCING

The Company may continue to finance future acquisitions by using Common
Stock for some or all of the purchase price. If the market price of the Common
Stock was to decrease or fluctuate, potential sellers might want to receive
proportionately more or all cash instead of Common Stock. This could limit the
Company's ability to complete acquisitions and grow profitably. In addition,
the need for cash for acquisitions in excess of cash flow from operations may
force the Company to obtain capital on unfavorable terms, if such capital is
available at all.

RAPID GROWTH

The Company may grow rapidly because of its acquisition strategy and the
planned expansion of its licensee network. The Company's results will suffer
if this growth dilutes the high quality of services provided by the Company.
In order to manage and sustain growth, the Company will need to hire and
retain qualified management and other personnel, and enhance its operational
and financial systems. The Company may not be able to do what is necessary to
manage and sustain growth.

SEASONALITY AND QUARTERLY FLUCTUATIONS

For a variety of reasons, results in any fiscal quarter may not be
indicative of results in future quarters. For example, many events, such as
business conventions or sporting events, may not recur annually, or may not
occur at the same time of year, in the same city or in a city in which the
Company does business. In addition, poor economic conditions may cause
quarterly fluctuations by reducing the overall number of business-related
travel activities (including road shows and promotional tours). The Company
generally has its slowest operations in its first quarter (ending February 28
or 29), and its most profitable operations in its fourth quarter (ending
November 30). Adverse results in any quarter, for any reason, may increase the
number of investors wanting to sell their Common Stock, which, in turn, could
cause the market value of the Common Stock to decline.

RISKS ASSOCIATED WITH LICENSEE OPERATIONS

The Company currently has numerous licensees serving more than 200 cities in
and outside the United States. Because licensees use the "Carey" name in their
operations, any licensee that does not maintain Carey's high standards of
service may affect the overall reputation of the Company. Carey generates
revenue from various fees charged to licensees. While one component of the
Company's growth strategy is to increase the overall number of licensees,
there is a risk that Carey might not be able to find qualified licensees in
desired locations.

Carey's use of licensees subjects it to federal and state laws and
regulations governing the offer and sale of franchises. Most states have laws
that restrict Carey's ability either to terminate a licensee once a license
has been granted, or to prevent a licensee from competing against Carey. In
addition, Carey must provide potential licensees with written information
regarding the Company prior to granting the license so that those licensees
can make a more informed investment decision. Complying with these disclosure
requirements often is time-consuming and expensive. If Carey were to violate
federal or state franchising laws and/or regulations, it might be subject to
fines and other penalties which could impact its earnings.

STATUS OF INDEPENDENT OPERATORS

When Carey acquires a company that employs chauffeurs, Carey often attempts
to convert the employed chauffeurs of the acquired company into third-party
independent contractors. Unlike salaried chauffeurs, the Company does not pay
or withhold any federal or state employment tax for independent operators. The
Internal Revenue Service challenged this practice at Carey's owned and
operated business in Philadelphia, but in March 1997, settled the matter
without making a determination of whether or not there had been a violation.
Later in 1997, the IRS approved guidelines that companies like Carey may
follow in order to treat their drivers as third party contractors rather than
as employees. The guidelines consider whether or not the driver:

. invests cash in the venture;

. has the potential to realize a profit or loss;

. can make his or her services available to the public; and

. is required to comply with company policies regarding how and when to
provide services.

Carey believes that its practices conform to the IRS guidelines. However, if
the IRS were to disagree, the Company could owe substantial amounts in past
employment taxes and be responsible for future taxes. This would increase the
Company's operating costs and potentially decrease its earnings.

INDEPENDENT OPERATOR FINANCING

A chauffeur becomes an independent operator by signing an agreement to pay a
fee to the Company ranging from $45,000 to $75,000. The Company currently
finances the majority of such payments. Each new independent operator also is
required to purchase his or her own vehicle, which usually costs between
$35,000 and $65,000. The Company rarely finances vehicle purchases. If third
party vehicle financing is not available on favorable terms (or at all), the
Company may not be able to convert employed chauffeurs to independent
operators.

REDUCED TRAVEL

The Company is vulnerable to trends or events that reduce overall levels of
domestic or international business travel, including economic recessions,
political instability, terrorist threats or acts and technological advances.
The occurrence of any of these trends or events, of course, is beyond the
Company's control.

INSURANCE COVERAGE AND CLAIMS

Individuals and businesses may sue Carey for personal injury or death and
property damage resulting from automobile accidents involving Carey's
employees or independent operators, and its licensees and their drivers. The
Company maintains, and requires its independent operators and licensees to
maintain adequate levels of insurance.

There are several insurance risks involved in the Company's operation of a
chauffeur-for-hire business:

. Litigation against Carey resulting from a particular accident may fall
outside the scope of its insurance policy coverage.

. Even if it is within the scope of Carey's insurance policy coverage, the
costs of defending the litigation may exceed the policy limits, in which
case Carey would be responsible for the excess.

. The Company and its independent operators and licensees could experience
higher insurance premiums in the future as a result of prior accidents,
general increases in premiums by insurance carriers or both.

DEPENDENCE ON KEY PERSONNEL

The Company has numerous senior managers with many years of experience in
the chauffeured vehicle service industry. However, Carey's ultimate success
depends on the efforts, abilities and leadership of its executive officers,
particularly, Vincent A. Wolfington, the Company's Chairman and Chief
Executive Officer, and Don R. Dailey, the Company's President. Carey does not
have employment agreements with either of these individuals. If either of them
were to leave, Carey could suffer.

COMPETITION

The chauffeured vehicle service industry is highly competitive and
fragmented, with few significant national participants operating multi-city
reservation systems. Each local market usually contains numerous local
participants as well as a few companies offering regional and national
service. Competition is based primarily on the price, quality, scope and
dependability of service. The Company also competes with service providers
offering other forms of transportation, such as buses, taxis, radio cars and
rental cars. The Company competes for both customers and acquisition
candidates. Some existing competitors have, and new competitors may have,
access to more money than Carey. The industry is expected to become more
competitive as existing competitors expand and additional companies from other
industries enter the chauffeured vehicle service industry.

THE YEAR 2000 PROBLEM

The Company currently is reviewing its software to identify functions that
need corrections to be "Year 2000" compliant. The Year 2000 problem is the
result of computer programs being written to recognize two digits rather than
four to define the applicable year, causing many of these programs to
interpret a date using

"00" as the year 1900 rather than the year 2000. These misinterpretations
could result in product failures or miscalculations. The Company is reviewing
its software systems to insure that they will continue to function properly in
the year 2000. If Year 2000 problems are encountered, the costs incurred to
resolve such problems may be substantial. Additionally, the Year 2000 problem
may affect the Company by causing disruptions in the business operations of
persons with whom the Company does business, such as customers or suppliers.

CERTAIN ANTI-TAKEOVER PROVISIONS

Parts of the Company's Certificate of Incorporation and By-laws contain
anti-takeover provisions. These provisions allow Carey to:

. Issue up to 1,000,000 shares of preferred stock, having rights and
privileges that could be senior to the Common Stock, without stockholder
approval;

. Prohibit the stockholders from calling special meetings;

. Restrict the ability of stockholders to nominate directors and submit
proposals to be considered at stockholders' meetings;

. Require the approval of 75% of its stockholders for stockholders'
amendments to the By-laws; and

. Prohibit the stockholders from acting by written consent in lieu of a
meeting.

The Company also is subject to Section 203 of the Delaware General
Corporation Laws which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any of a broad range of business combinations
with certain significant stockholders for a period of three years following
the date on which any such stockholder became a significant stockholder.

The combined effect of these anti-takeover provisions could be to discourage
potential acquisition proposals, delay or prevent a change in control of the
Company and limit the price that certain investors might be willing to pay in
the future for shares of Common Stock.

POSSIBLE VOLATILITY OF STOCK PRICE

From time to time, there may be significant volatility in the market price
for the Common Stock. The stock markets previously have experienced
significant price and volume fluctuations that have affected the market prices
for many companies' securities and have been unrelated to the operating
performance of those companies.

The market price of the Common Stock could fall slightly or precipitously
due to any of the following:

. Announcements of quarterly operating results of the Company that are
lower than financial analysts' published expectations;

. Declining conditions in the economy;

. Changes in the industry that are expensive for the Company (for example,
the passage of new federal or state laws with which the Company will
need to comply); and

. Other developments that are costly or that otherwise negatively affect
the Company, its licenses or its affiliates.

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The selected actual consolidated financial data as of and for each of the
five years in the period ended November 30, 1997 have been derived from the
audited consolidated financial statements of the Company. The selected actual
consolidated financial data for the six months ended May 31, 1997, and as of
and for the six months ended May 31, 1998, have been derived from the
unaudited consolidated financial statements of the Company. In the opinion of
management, the unaudited consolidated financial data reflects all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the consolidated financial position and results of operations
of the Company. The consolidated results of operations for the six months
ended May 31, 1998 are not necessarily indicative of the consolidated results
of operations to be expected for the year ended November 30, 1998 or for any
other period. For information regarding the Company's performance subsequent
to the date of this Prospectus, prospective investors should refer to more
recent filings made by the Company under the Exchange Act, including its
Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

SIX MONTHS
FISCAL YEAR ENDED NOVEMBER 30, ENDED MAY 31,
----------------------------------------------------- ----------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ----------------- ------- -------
PRO
ACTUAL FORMA(1)
------- --------

CONSOLIDATED STATEMENT
OF OPERATIONS
DATA(2)(3):
Revenue, net........... $33,651 $40,314 $48,969 $65,545 $86,378 $96,264 $34,285 $54,451
Cost of revenue........ 24,495 27,700 33,027 43,649 57,890 64,017 22,664 36,859
------- ------- ------- ------- ------- ------- ------- -------
Gross profit........... 9,156 12,614 15,942 21,896 28,488 32,247 11,621 17,592
Selling, general and
administrative
expense............... 9,336 11,043 14,081 16,727 20,112 23,539 8,720 12,769
------- ------- ------- ------- ------- ------- ------- -------
Operating income
(loss)................ (180) 1,571 1,861 5,169 8,376 8,708 2,901 4,823
Interest income
(expense) and other
income (expense)...... (1,367) (1,446) (1,492) (1,380) (690) 4 (653) 14
------- ------- ------- ------- ------- ------- ------- -------
Income (loss) before
provision for income
taxes................. (1,547) 125 369 3,789 7,686 8,712 2,248 4,837
Provision for income
taxes................. 10 163 271 294 3,163 3,585 874 2,032
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss)...... $(1,557) $ (38) $ 98 $ 3,495 $ 4,523 $ 5,127 $ 1,374 $ 2,805
======= ======= ======= ======= ======= ======= ======= =======
Net income (loss) per
common share--
basic(4).............. $ (1.18) $ (0.04) $ 0.07 $ 2.57 $ 1.00 $ 0.67 $ 0.95 $ 0.36
======= ======= ======= ======= ======= ======= ======= =======
Net income (loss) per
common share--
diluted(4)............ $ (1.16) $ (0.03) $ 0.03 $ 1.01 $ 0.77 $ 0.64 $ 0.37 $ 0.34
======= ======= ======= ======= ======= ======= ======= =======
Weighted average common
shares used in
computing net income
per common share--
basic(4).............. 1,323 1,323 1,333 1,359 4,506 7,642 1,441 7,851
======= ======= ======= ======= ======= ======= ======= =======
Weighted average common
shares used in
computing net income
per common share--
diluted(4)............ 1,348 1,348 2,817 3,794 6,137 8,003 4,152 8,360

NOVEMBER 30,
----------------------------------------- MAY 31,
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- --------

CONSOLIDATED BALANCE SHEET
DATA(2):
Working capital (deficit).. $ 903 $ 531 $(1,948) $(2,188) $ 4,999 $ 30,591
Total assets............... 30,028 29,494 38,729 43,967 85,394 121,243
Long-term debt and capital
leases, less current
maturities................ 12,827 12,276 14,502 12,039 4,132 2,775
Deferred revenue(5)........ 4,330 4,484 4,726 6,181 13,396 14,397
Total stockholders' equity. 4,771 4,218 4,197 7,573 48,300 83,340

- --------
(1) Gives effect to the following events as if they occurred on December 1,
1996: (i) the acquisition of Manhattan International Limousine Network,
Ltd. ("Manhattan Limousine") (using statement of operations data for
Manhattan Limousine's six months ended March 31, 1997) and the
amortization of associated goodwill; (ii) the conversion of certain
preferred stock and subordinated debt into Common Stock (see Note 17 to
the Company's Consolidated Financial Statements included in the Company's
Registration Statement on Form S-1 (File No. 333-50245) relating to the
May 1998 offer and sale by the Company and certain stockholders of
2,486,300 shares of Common Stock, which Consolidated Financial Statements
are incorporated by reference herein), and the elimination of interest
expense associated with the subordinated debt; (iii) the issuance of
shares of Common Stock to (a) repay certain debt of the Company, (b) pay
the cash and note portions of the purchase price for Manhattan Limousine,
(c) repay certain debt assumed in connection with the acquisition of
Manhattan Limousine, (d) redeem certain preferred stock of the Company and
(e) pay the stock portion of the purchase price in connection with the
acquisition of Manhattan Limousine; (iv) the elimination of interest
expense associated with debt repaid from the proceeds of the Company's May
1997 initial public offering of Common Stock; and (v) certain other
adjustments to the Company's historical results of operations. For
additional information and quantification of the impact of the various
events described herein, see the Pro Forma Consolidated Financial
Statement included in the Company's Registration Statement on Form S-1
(File No. 333-50245), which Pro Forma Consolidated Financial Statement is
incorporated by reference herein.
(2) On October 31, 1997, the Company merged with Indy Connection Limousine,
Inc. and a subsidiary ("Indy Connection"). The merger was accounted for as
a pooling-of-interests and, accordingly, the consolidated financial
statements of the Company have been restated to include the accounts and
operations of Indy Connection for all periods presented.
(3) The results of operations of chauffeured vehicle service companies
acquired by the Company in New York (June 1997), Los Angeles (October
1997), London (December 1997), Miami (April 1998) and Boston (March 1998
and May 1998) have been included in the statement of operations data from
their respective dates of acquisition.
(4) Net income per common share has been restated to comply with SFAS No. 128,
Earnings per Share. See Note 5 to the Company's Consolidated Interim
Financial Statements included in the Company's Quarterly Report on Form
10-Q for the three months ended May 31, 1998 and Note 16 to the
Consolidated Financial Statements included in the Company's Registration
Statement on Form S-1 (File No. 333-50245).
(5) Represents the balance of the fees deferred in connection with independent
operator agreements less amounts previously recognized. Such fees are
recognized ratably over the terms of the agreements, which typically range
from 10 to 20 years. See the Notes to the Company's Consolidated Financial
Statements included in the Company's Registration Statement on Form S-1
(File No. 333-50245).

PRICE RANGE OF COMMON STOCK

The Common Stock is quoted on Nasdaq under the symbol "CARY." The following
table sets forth the high and low sales prices for the Common Stock from May
28, 1997, the initial date of trading of the Common Stock on Nasdaq, through
July 27, 1998. The initial public offering price of the Common Stock was
$10.50 per share. For purposes of this table, each reference to a year is to
the Company's fiscal year, which ends on November 30 in such year.

HIGH LOW
------ ------
1997
----

Third Quarter (from May 28, 1997).......................... $15.88 $11.00
Fourth Quarter............................................. 18.00 13.50

1998
----

First Quarter.............................................. 19.00 14.00
Second Quarter............................................. 26.50 18.13
Third Quarter (through July 27, 1998)...................... 29.875 21.50

On July 27, 1998, the last reported sale price of the Common Stock was
$25.75 and there were 87 holders of record of Common Stock.

DIVIDEND POLICY

The Company intends to retain all earnings to finance the growth and
development of its business and does not anticipate paying cash dividends on
the Common Stock in the foreseeable future. Any future determination as to the
payment of dividends on the Common Stock will depend upon the Company's future
earnings, results of operations, capital requirements and financial condition
and any other factor the Board of Directors of the Company may consider. The
Company's agreements with its principal lenders prohibit dividend payments.

PLAN OF DISTRIBUTION

This Prospectus relates to 3,000,000 shares of the Company's Common Stock
that may be offered and issued by the Company from time to time in connection
with acquisitions of other businesses or properties by the Company.

It is not expected that underwriting discounts or commissions will be paid
by the Company in connection with issuances of shares of Common Stock under
this Prospectus. However, finders' fees or brokers' commissions may be paid
from time to time in connection with specific acquisitions, and such fees may
be paid through the issuance of shares of Common Stock covered by this
Prospectus. Any person receiving such a fee may be deemed to be an underwriter
within the meaning of the Securities Act.

Affiliates of companies acquired by Carey who receive Common Stock under
this Prospectus are subject for one year to the restrictions of Rule 145 under
the Securities Act, including the volume of sale limitations and manner of
sale requirements thereof. The requirements of Rule 145 may limit the ability
of such affiliates to resell Common Stock they may receive under this
Prospectus.

LEGAL MATTERS

The validity of the shares offered will be passed upon for the Company by
Nutter, McClennen & Fish, LLP, Boston, Massachusetts.

EXPERTS

The financial statements incorporated in this Prospectus by reference to the
Company's Registration Statement on Form S-1 (File No. 333-50245) have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.