Exhibit 99.3

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Supplemental Consolidated Financial Statements and related notes thereto
Supplemental appearing elsewhere in this Prospectus. Unless otherwise indicated
or the context otherwise requires, each reference to a year is to the Company's
fiscal year which ends on November 30 of such year.

Overview

The company generates revenues primarily from chauffeured vehicle services
provided by (i) Carey's owned and operated businesses and (ii) Carey's licensees
and affiliates when services provided by such licensees and affiliates are
billed through the Company's central reservation and billing system. In 1995 and
1996, approximately 77.6% and 76.1%, respectively, of the Company's revenue, net
was generated by chauffeured vehicle services provided by the Company's owned
and operated businesses, approximately 14.5% and 14.1%, respectively, was
generated by chauffeured vehicle services provided by the Company's licensees
and billed by the Company, and approximately 2.2% and 1.8%, respectively, was
generated by chauffeured vehicle services provided by the Company's affiliates
and billed by the Company. Carey also generates revenues from its licensees
through fees (both initial and monthly) related to (i) licensing the use of its
name and service mark, (ii) its central reservation and billing services and
(iii) its marketing activities. In 1995 and 1996, approximately 2.4% and 3.0%,
respectively, of the Company's revenue, net was generated from its licensees
through such fees. To a lesser extent, the Company derives revenues from the
payment of fees by independent operators. The Company recognizes revenues from
these fees ratably over the terms of the independent operators' agreements with
the Company, which typically range from 10 to 20 years. As of August 31, 1997,
the Company had $13.7 million of deferred revenue on its balance sheet.

Cost of revenue primarily consists of amounts due to the Company's
independent operators. The amount due to independent operators is a percentage
(ranging from 60% to 67%) of the charges of services provided, net of discounts
and commissions. Cost of revenue also includes amounts due to the Company's
licensees and affiliates for chauffeured vehicle services provided by them and
billed by the Company. Such amounts generally include the charges for service
provided less a referral fee ranging from 15% to 25% of net vehicle service
revenue. Cost of revenue includes costs associated with owning and maintaining
the vehicles owned by the Company, telecommunications expense, salaries and
benefits for reservationists, marketing expenses for the benefit of licensees,
and commissions due to travel agents and credit card companies.

Selling, general and administrative expenses consist primarily of
compensation and related benefits for the Company's officers and administrative
personnel, marketing and promotional expenses for the Company's owned and
operated chauffeured vehicle service companies, and professional fees, as well
as amortization costs related to the intangibles recorded as a result of the
Company's acquisitions.

In addition to internal growth from the Company's sales and marketing
efforts, an important component in the Company's growth to date has been the
acquisition of its licensees and other chauffeured vehicle service companies.
Since December 1994, Carey has acquired ten chauffeured vehicle service
companies. Each of these acquisitions was made for cash and the issuance or
assumption of notes and was accounted for using the purchase method of
accounting. A substantial majority of the purchase price paid by the Company in
each such acquisition represented goodwill, franchise rights (if a

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

license was acquired) and/or intangibles. In addition, the Company completed a
merger with Indy Connection which was accounted for as a pooling-of-interests.

The results of operations for the acquired companies have been included in
the Company's consolidated financial statements from their respective dates of
acquisition. Carey expects to benefit from its acquisitions by consolidating
general and administrative functions, increasing operating efficiencies, and, as
a result of converting salaried chauffeurs to independent operators, eliminating
the overhead and capital costs associated with employing salaried chauffeurs,
leasing garages, maintaining parts and fuel inventories, and owning and
operating vehicles. The Company generally realizes these benefits within six to
twelve months after an acquisition, depending upon whether the acquisition is of
a chauffeured vehicle service company in a location in which the Company already
operates, or of a licensee in a market where Carey has yet to establish
operations.

Results of Operations

The following table sets forth, for the periods indicated, certain
financial data for the Company expressed as a percentage of revenue, net. With
respect to the pro forma data, see "Pro Forma Consolidated Financial Statements"
and the notes thereto.

Fiscal Year Ended November 30, Nine Months Ended August 31,
--------------------------------- ----------------------------
1994 1995 1996 1996 1997
------ ------ ------ ----------- -----------

Revenue, net................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenue ............ 68.7 67.4 66.6 66.3 66.5
------ ------ ------ ----------- -----------

Gross profit................ 31.3 32.6 33.4 33.7 33.5
Selling, general and
administrative expense..... 27.4 28.8 25.5 26.5 24.9
------ ------ ------ ----------- -----------
Operating income............ 3.9 3.8 7.9 7.2 8.6

Interest income (expense)
and other income (expense). (3.6) (3.0) (2.1) 2.4 1.2
------ ------ ------ ----------- -----------

Income before provision
for income taxes........... 0.3 0.8 5.8 4.8 7.4
Provision for income taxes. 0.4 0.6 0.5 1.6 2.9
------ ------ ------ ----------- -----------

Net income (loss)........... (0.1%) 0.2% 5.3% 3.2% 4.5%
====== ====== ====== =========== ===========

Three Months Ended August 31, 1997 (the "1997 Period") Compared to Three Months
Ended August 31, 1996 (the "1996 Period")

Revenue, Net. Revenue, net increased $6.9 million or 42.7% from $16.1
million in the 1996 Period to $22.9 million in the 1997 Period. Of the increase,
$2.1 million resulted from expanded use of the Carey network, including an
increase in business from corporate travel customers and business travel
arrangers. A further $4.8 million of the increase was due to the revenues of
Manhattan International Limousine Network Ltd ("Manhattan Limousine"), which was
acquired on June 2, 1997.

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

Cost of Revenue. Cost of revenue increased $4.8 million or 44.9% from $10.6
million in the 1996 Period to $15.4 million in the 1997 Period. The increase was
primarily attributable to higher costs due to increased business levels and to
cost of revenue of Manhattan Limousine, which was not included in the 1996
Period. Cost of revenue increased as a percentage of revenue, net from 66.0% in
the 1996 Period to 67.0% in the 1997 Period, primarily reflecting increases in
telephone, chauffeur and certain other costs as a percentage of revenue, net.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $1.4 million or 34.5% from $4.1
million in the 1996 Period to $5.6 million in the 1997 Period. The increase was
largely due to the costs of additional personnel, increased marketing expenses
and increased administrative expenses related to acquired operations and
generally in support of higher business levels. Selling, general and
administrative expenses decreased as a percentage of revenue, net from 25.7% in
the 1996 Period to 24.2% in the 1997 Period as a result of an increase in
revenue, net without a corresponding increase in administrative costs.

Interest Expense. Interest expense decreased approximately $301,000 or
63.9% from approximately $471,000 in the 1996 Period to approximately $170,000
in the 1997 Period. Interest expense decreased as a percentage of revenue, net
from 2.9% in the 1996 Period to 0.7% in the 1997 Period. The decrease resulted
from both the use of proceeds from the Company's initial public offering ("IPO")
to repay outstanding debt and the conversion of subordinated and certain other
debt to Common Stock coincident with the IPO.

Provision for Income Taxes. The provision for income taxes increased
approximately $493,000 from approximately $330,000 in the 1996 Period to
approximately $823,000 in the 1997 Period. The increase primarily related to the
increase in pre-tax income of the Company from approximately $1.0 million in the
1996 Period to $2.0 million in the 1997 Period. In addition, the Company
utilized the benefit of a net operating loss carryovers ("NOLs") in determining
its provision for income taxes in the 1996 Period, but such NOLs were not
available to the Company in the 1997 Period.

Net Income. As a result of the foregoing, the Company's net income
increased approximately $499,000 or 73.3% from approximately $681,000 in the
1996 Period to approximately $1.2 million in the 1997 Period.

Nine Months Ended August 31, 1997 (the "1997 Nine-Month Period") Compared
to Nine Months Ended August 31, 1996 (the "1996 Nine-Month Period")

Revenue, Net. Revenue, net increased $11.6 million or 25.3% from $45.6
million in the 1996 Nine-Month Period to $57.2 million in the 1997 Nine-Month
Period. Of the increase, approximately $5.9 million related to expanded use of
the Carey network, including an increase in business from corporate travel
customers and business travel arrangers, and approximately $5.7 million was due
to revenues of Manhattan Limousine and the Company's operations in London, which
were not included in the 1996 Nine-Month Period.

Cost of Revenue. Cost of revenue increased $7.7 million or 25.6% from $30.3
million in the 1996 Nine-Month Period to $38.0 million in the 1997 Nine-Month
Period. The increase was primarily attributable to higher costs due to increased
business levels and to costs of revenue of Manhattan

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

Limousine and the Company's operations in London, which were not included
in the 1996 Nine-Month Period. Cost of revenue increased as a percentage of
revenue, net from 66.3% in the 1996 Nine-Month Period to 66.5% in the 1997 Nine-
Month Period, primarily reflecting the effects of seasonally higher operating
costs as a percentage of revenues in the Company's London operations in the
first quarter of 1997 and the relative increases in telephone, chauffeur and
certain other costs in the third quarter of 1997, offset by the benefit of
increased implementation of the Company's independent operator program.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $2.2 million or 18.1% from $12.1
million in the 1996 Nine-Month Period to $14.3 million in the 1997 Nine-Month
Period. The increase was largely due to the costs of additional personnel,
increased marketing expenses and increased administrative expenses related to
acquired operations and generally, in support of higher business levels.
Selling, general and administrative expenses decreased as a percentage of
revenue, net from 26.5% in the 1996 Nine-Month Period to 24.9% in the 1997 Nine-
Month Period as a result of an increase in revenue, net without a corresponding
increase in administrative costs.

Interest Expense. Interest expense decreased approximately $423,000 or
29.3% from $1.4 million in the 1996 Nine-Month Period to approximately $1.0
million in the 1997 Nine-Month Period. Interest expense decreased as a
percentage of revenue, net from 3.2% in the 1996 Nine-Month Period to 1.8% in
the 1997 Nine-Month Period. The decrease resulted from repayment of the
principal amounts of debt outstanding between the two periods and conversion of
subordinated and certain other debt to Common Stock coincident with the IPO.

Provision for Income Taxes. The provision for income taxes increased
approximately $961,000 from approximately $736,000 in the 1996 Nine-Month Period
to $1.7 million in the 1997 Nine-Month Period. The increase primarily related to
the increase in pre-tax income of the Company from $2.2 million in the 1996
Nine-Month Period to $4.3 million in the 1997 Nine-Month Period. In addition,
the Company utilized NOLs in determining its provision for income taxes in the
1996 Nine-Month Period but such NOLs were not available to the Company in the
1997 Nine-Month Period.

Net Income. As a result of the foregoing, the Company's net income
increased approximately $1.1 million or 74.1% from approximately $1.5 million in
the 1996 Nine-Month Period to $2.6 million in the 1997 Nine-Month Period.

Year Ended November 30, 1996 Compared to Year Ended November 30, 1995

Revenue, Net. Revenue, net increased approximately $16.6 million or 33.8%
from $49.0 million in the 1995 to $65.5 million in 1996. Of the increase,
approximately $10.2 million was contributed by existing operations as a result
of expanded use of the Carey network, including an increase in business from
corporate travel customers and business travel arrangers, and approximately $6.4
million was due to revenues of companies which were not acquired from December
1994 through February 1996.

Cost of Revenue. Cost of revenue increased approximately $10.6 million or
32.2% from $33.0 million in 1995 to $43.6 million in 1996. The increase was
primarily attributable to higher costs due to increased business levels. Cost
of revenue decreased as a percentage of revenue, net from 67.4% in

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

1995 to 66.6% in 1996 as a result of spreading the fixed costs of the Company's
reservations infrastructure over a larger revenue base.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $2.6 million or 18.8% from $14.1
million in 1995 to $16.7 million in 1996. The increase was largely due to higher
administrative costs associated with additional personnel, increased marketing
expenses, and higher amortization of intangibles as a result of the
acquisitions. Selling, general and administrative expenses decreased as a
percentage of revenue, net from 28.8% in 1995 to 25.5% in 1996 as a result of an
increase in revenue without a corresponding increase in administrative costs.

Interest Expense. Interest expense was $1.9 million or in each of 1995 and
1996, respectively. Interest expense decreased as a percentage of revenue, net
from 3.9% in 1995 to 2.9% in 1996.

Provision for Income Taxes. The provision for income taxes increased
approximately $24,000 from approximately $271,000 in 1996 to approximately
$294,000 in 1996. Prior to 1996, the Company recorded a valuation allowance
against its net deferred tax assets. This allowance was reversed in 1996 in
accordance with generally accepted accounting principles. The reversal reduced
the provision for income taxes in 1996 by approximately $1.5 million. The
increase in the provision recordable in 1996, which was offset by the effect of
reducing the valuation allowance against deferred tax assets, was attributable
to the Company's increased pretax profit level in 1996 which exceeded the
beneficial tax effect of net operating loss carryforwards of prior years. The
Company has utilized the full amount of its net operating loss carryforwards.

Net Income. As a result of the foregoing, the Company's net income
increased approximately $3.4 million from approximately $3.5 million in 1996
compared to a net income of approximately $98,000 in 1995.

Year Ended November 30, 1995 Compared to Year Ended November 30, 1994

Revenue, Net. Revenue, net increased approximately $8.1 million or 21.5%
from $40.3 million in 1994 to $49.0 million in 1995. Of the increase,
approximately $4.7 million was due to revenues of companies acquired from
December 1994 through August 1995, as well as the full year effect in 1995 of
companies acquired in 1994. Approximately $4.0 million of the increase was
contributed by existing operations as a result of an increase in business from
corporate travel customers, business travel arrangers, special event business,
and the implementation in mid-1995 of charges to licensees for central
reservation and billing services.

Cost of Revenue. Cost of revenue increased approximately $5.3 million or
19.2% from $27.7 million in 1994 to $33.0 million in 1995. The increase was
primarily attributable to higher operating costs due to increased business
levels and to operating costs related to acquired companies. Cost of revenue
decreased as a percentage of revenue, net from 68.7% in 1994 to 67.4% in 1995 as
a result of increased utilization of the Company's operating resources and the
implementation, in mid-1995, of charges of licensees for central reservation and
billing services which did not result in a corresponding increase in cost.

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $3.0 million or 27.5% from $11.0
million in 1994 to $14.1 million in 1995. This increase was largely due to
higher costs associated with additional personnel, increased marketing and
promotional expense, and the increase in the amortization of intangibles
recorded as a result of acquisitions. Selling, general and administrative
expenses increased as a percentage of revenue, net from 27.4% in 1994 to 28.8%
in 1995 as a result of relatively higher levels of administrative costs in
existing operations and additional expenses related to companies acquired late
in 1995 whose operations were not consolidated with the Company's operations
until 1996.

Interest Expense. Interest expense increased approximately $398,000 or
26.3% from approximately $1.5 million in 1994 to $1.9 million in 1995. This
increase was due to net increases in debt in 1995 to fund acquisitions. Interest
expense as a percentage of revenue, net increased slightly from 3.8% in 1994 to
3.9% in 1995.

Provision for Income Taxes. The provision for income taxes increased
approximately $98,000 from approximately $163,000 in 1994 to approximately
$271,000 in 1995. The tax provisions reflects the separate tax provisions of
Carey International, Inc. and Subsidiaries and Carey of Indiana, Inc. prior to
the two companies becoming a consolidated tax payer.

Net Income. As a result of the foregoing, the Company's net income
increased approximately $136,000 from approximately $108,000 in 1995 compared to
a net loss of approximately $38,000 in 1994.

Quarterly Results

The following table presents unaudited quarterly financial information for
1995, 1996 and the first two quarters of 1997. This information has been
prepared by the Company on a basis consistent with the Company's audited
financial statements and includes all adjustments (consisting only of normal
recurring adjustments) which management considers necessary for a fair
presentation of the results for such quarters.

Quarter Ended
-------------------------------------------------------------------------------------------
1995 1996
------------------------------------------- ------------------------------------------
Feb. May Aug. Nov. Feb. May Aug. Nov.
28 31 31 30 29 31 31 30
------- ------- ------- ------- ------- ------- ------- -------
(In thousands)

Revenue, net.............. $9,503 $11,865 $11,686 $15,916 $12,892 $16,695 $16,073 $19,885
Gross profit.............. 3,081 3,874 3,610 5,376 4,232 5,674 5,472 6,517
Operating income (loss)... (42) 548 (27) 1,382 490 1,459 1,343 1,876

Quarter Ended
-------------------------------
1997
-------------------------------
Feb. May Aug.
28 31 31
------- ------- ------

Revenue, net.............. $15,595 $18,690 $2,932
Gross profit.............. 5,126 6,495 7,574
Operating income (loss)... 912 1,990 2,022

Revenue, net.............. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit.............. 32.4 32.7 30.9 33.8 32.8 34.0 34.0 32.8
Operating income (loss)... (0.4)% 4.6% (0.2)% 8.7% 3.8% 8.7% 8.4% 9.4%

Quarter Ended
-------------------------------
1997
-------------------------------
Feb. May Aug.
28 31 31
------- ------- ------

Revenue, net.............. 100.0% 100.0% 100.0%
Gross profit.............. 32.9 34.8 33.0
Operating income (loss)... 5.8% 10.6% 8.8%

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

The Company believes that its future operating results may continue to be
subject to quarterly variations caused by such factors as seasonal business
travel, variable scheduling of special events and the timing of acquisitions by
the Company. The Company's least profitable quarter generally has been the first
quarter (ending February 28 or 29), and its most profitable quarter generally
has been the fourth quarter (ending November 30).

Liquidity and Capital Resources

Cash and cash equivalents increased $2.7 million from $2.9 million at
November 30, 1996 to $5.6 million at August 31, 1997. Operating activities
provided net cash of $2.8 million during the 1997 Nine-Month Period. The overall
net increase in cash and cash equivalents during the 1997 Nine-Month Period
primarily related to the cash proceeds to the Company from its IPO and net cash
provided by operations, offset by the use of such cash to retire debt, acquire
Manhattan Limousine and redeem certain preferred stock.

Cash used in investing activities increased by $7.1 million over the 1996
Nine-Month Period. Cash of $1.2 million was used in the 1996 Nine-Month Period
to acquire operations in London, whereas $7.4 million of cash was used in the
1997 Nine-Month Period to acquire Manhattan Limousine and to make additional
payments of contingent consideration for the acquisition of London.

Cash provided by financing activities increased by $10.1 million over the
1996 Nine-Month Period, primarily as a result of the net proceeds from the IPO
and after using such proceeds to retire debt and complete the Recapitalization.

In connection with the IPO, the Company issued a total of 3,335,000 shares
of Common Stock and received proceeds, net of underwriters' discounts and
commissions and offering costs, of $30.7 million. The Company utilized the net
proceeds from the IPO to repay principal on subordinated indebtedness of
approximately $7.1 million and to fund the Recapitalization by repaying
principal on subordinated indebtedness of approximately $912,000 and redeeming
preferred stock for $3.1 million. Additionally, the Company completed its
acquisition of Manhattan Limousine by paying $11.8 million to the sellers of
Manhattan Limousine and repaying principal on indebtedness of Manhattan
Limousine in the amount of $3.4 million. The remaining net proceeds will be used
for acquisitions and other general corporate purposes, including working
capital.

As part of the Recapitalization, a further $4.9 million of debt was
converted to Common Stock of the Company. At August 31, 1997, the Company had
borrowings of $1.1 million, approximately $303,000 of which is to be repaid over
the next 12 months.

Effective as of August 15, 1997, the Company entered into a senior credit
facility with three banks consisting of a secured revolving line of credit of
$25.0 million (the "Facility"). The Facility, which may be used for acquisitions
and working capital, is collateralized by the assets of the Company and its
domestic operating subsidiaries and by a pledge of the stock of its
international subsidiary. The Facility also provides availability for the
issuance of letters of credit. Loans made under the revolving line of credit
bear interest at the Company's option at either the bank's prime lending rate or
2.0% above the LIBOR rate. Commitment fees equal to 0.375% per annum are payable
on the unused portion of the revolving line of credit. On the second anniversary
of the Facility, outstanding balances

SUPPLEMENTAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(Continued)

under the Facility will convert to a five-year term loan, which will bear
interest either at a fixed rate (subject to availability) or at a variable LIBOR
or prime-based rate with adjustments determined based on the Company's earnings.
The terms of the Facility (i) prohibit the payment of dividends by the Company,
(ii) with certain exceptions, prevent the Company from incurring or assuming
other indebtedness that is not subordinated to borrowings under the Facility and
(iii) require the Company to comply with certain financial covenants.

While there can be no assurance, and depending on the methods of financing
and size of potential acquisitions, management believes that cash flow from
operations, the remaining net proceeds from the IPO and funds from the credit
Facility will be adequate to meet the Company's capital requirements for the
next 12 months, While the Company historically has financed acquisitions
primarily with cash, it may seek to finance future acquisitions by using common
stock for a portion or all of the consideration to be paid.

Factors To Be Considered

The information set forth above contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results could differ
materially from the results anticipated in these forward-looking statements.
Readers should refer to discussion under "Risk Factors" contained in the
Company's Registration Statement on Form S-1 (No. 333-22651) filed with the
Securities and Exchange Commission, which is incorporated herein by reference,
concerning certain factors which could cause the Company's actual results to
differ materially from the results anticipated in the forward-looking statements
contained herein.