<PAGE>
 
     As filed with the Securities and Exchange Commission on July 29, 1997.
                                                   Registration No. 333-

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        
                                   FORM S-8
                                        
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           CAREY INTERNATIONAL, INC.
              (Exact name of issuer as specified in its charter)
<TABLE>
<CAPTION> 
<S>                                       <C>
 DELAWARE                                              52-1171965              
----------------------------------------               ----------              
(State or other jurisdiction of            (I.R.S. employer identification no.)
 incorporation or organization)

</TABLE>
                                        
              4530 WISCONSIN AVENUE, N.W., WASHINGTON D.C. 20016
              --------------------------------------------------
                   (Address of principal executive offices)
                           -------------------------

                            1987 STOCK OPTION PLAN
                            1992 STOCK OPTION PLAN
                          1997 EQUITY INCENTIVE PLAN
                                      AND
                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                             (Full title of plans)
                              -------------------
<TABLE>
<CAPTION> 
<S>                             <C>
    VINCENT A. WOLFINGTON                                  Copy to:            
  CAREY INTERNATIONAL, INC.                          JAMES E. DAWSON, ESQ.     
 4530 WISCONSIN AVENUE, N.W.                     NUTTER, MCCLENNEN & FISH, LLP 
    WASHINGTON D.C.  20016                          ONE INTERNATIONAL PLACE    
        (202) 895-2000                         BOSTON, MASSACHUSETTS  02110-2699
 (Name, address and telephone                           (617) 439-2000
 number of agent for service)
</TABLE>
                              -------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
Title of each class of securities to be         Amount being             Proposed           Proposed maximum           Amount of
              registered                         registered         maximum offering    aggregate offering price   registration fee
                                                    (1)              price per share
<S>                                        <C>                      <C>                 <C>                        <C>
Common Stock,                                   87,290 Shares            $ 6.39 (2)            $   557,852.48   
$.01 par value per share                       388,640 Shares              4.75 (3)              1,846,316.25   
                                               650,000 Shares             11.78 (4)              7,659,750.00   
                                               100,000 Shares             12.95 (5)              1,295,000.00   
 
 
Total                                        1,225,930 Shares                                  $11,358,918.73         $3,442.10
</TABLE>

(1)  This Registration Statement covers 87,290 shares of Common Stock underlying
     awards that may be granted pursuant to the 1987 Stock Option Plan, 388,640
     shares of Common Stock underlying awards that may be granted pursuant to
     the 1992 Stock Option Plan, 650,000 shares of Common Stock underlying
     awards that may be granted pursuant to the 1997 Equity Incentive Plan and
     100,000 shares of Common Stock issuable under the Stock Plan for Non-
     Employee Directors. In addition, pursuant to Rule 416(b) under the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement also covers an indeterminate number of additional
     shares of Common Stock which may be issued under said Plans as a result of
     a stock dividend, stock split or other recapitalization.

(2)  Calculated as the weighted average of (i) 24,080 shares of Common Stock
     issuable at a price of $1.44181 per share, (ii) 38,700 shares of Common
     Stock issuable at a price of $4.651 per share and (iii) 24,510 shares
     assumed to be issuable (pursuant to Rules 457(c) and (h) under the
     Securities Act) at a price of $14.00, which is the average of the high and
     low prices per share of the Common Stock as reported on the Nasdaq National
     Market on July 25, 1997.

(3)  Calculated as the weighted average of (i) 384,495 shares of Common Stock
     issuable at a price of $4.651 per share and (ii) 4,145 shares of Common
     Stock assumed to be issuable at the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on July
     25, 1997.

(4)  Calculated as the weighted average of (i) 411,500 shares of Common Stock
     issuable at a price of $10.50 per share and (ii) 238,500 shares of Common
     Stock assumed to be issuable at the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on July
     25, 1997.

(5)  Calculated as the weighted average of (i) 30,000 shares of Common Stock
     issuable at a price of $10.50 per share and (ii) 70,000 shares of Common
     Stock assumed to be issuable at the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on July
     25, 1997.

                                      -1-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

     Carey International, Inc. (the "Company") hereby incorporates by reference
in this Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):

     (a) The Company's prospectus dated May 27, 1997, as supplemented on May 29,
1997, filed pursuant to Rule 424(b) of the Securities Act;

     (b) The Company's Report on Form 8-K as filed on June 16, 1997;

     (c) The Company's Quarterly Report on Form 10-Q for the three months ended
May 31, 1997, as filed on July 15, 1997; and

     (d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-22551) and the 
Company's Registration Statement on Form S-1 (File No. 333-22651).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.  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 Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

     The Company is a Delaware corporation.  Reference is made to Section 145 of
the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action 

                                      -2-
<PAGE>
 
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.

     The Company's Certificate of Incorporation provides that the Company's
Directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.

     The Certificate of Incorporation also provides that each person who was or
is made party to, or is involved in, any action, suit, proceeding or claim by
reason of the fact that he or she is or was a director, officer or employee of
the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee, employee or agent of any other enterprise, including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as in
effect from time to time, against all expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts to be paid in settlement
incurred by such person in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim.

     The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions.  Any person seeking indemnification under the Certificate of
Incorporation shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established.  Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.

                                      -3-
<PAGE>
 
     The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION.
         --------------------------- 

     Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

     See the exhibit index immediately preceding the exhibits attached hereto.

ITEM 9.  UNDERTAKINGS.
         ------------ 

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions of the Delaware General Corporation
Law and the registrant's Certificate of Incorporation and By-laws, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or a controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy, as expressed in the Act, and
will be governed by the final adjudication of such issue.

                                      -4-
<PAGE>
 
                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington D.C., on the 29th day of July 1997.

                         CAREY INTERNATIONAL, INC.


                         By:  /s/ Vincent A. Wolfington
                             ------------------------------------------
                              Vincent A. Wolfington
                              Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
 
          SIGNATURES                     TITLE                   DATE
          ----------                     -----                   ----
<S>                            <C>                              <C>

 /s/ Vincent A. Wolfington      CHAIRMAN OF THE BOARD AND       JULY 29, 1997
-----------------------------   CHIEF EXECUTIVE OFFICER
VINCENT A. WOLFINGTON                               


 /s/ Don R. Dailey              PRESIDENT AND DIRECTOR          JULY 29, 1997
-----------------------------
DON R. DAILEY

 /s/ David H. Haedicke          CHIEF FINANCIAL OFFICER         JULY 29, 1997
-----------------------------
DAVID H. HAEDICKE

 /s/ Paul A. Sandt              PRINCIPAL ACCOUNTING OFFICER    JULY 29, 1997
-----------------------------
PAUL A. SANDT
 
 /s/ David McL. Hillman         DIRECTOR                         JULY 29, 1997
-----------------------------
DAVID MCL. HILLMAN


-----------------------------   DIRECTOR                         JULY 29, 1997
WILLIAM R. HAMBRECHT          


 /s/ Robert W. Cox              DIRECTOR                         JULY 29, 1997
-----------------------------
ROBERT W. COX
 
 /s/ Nicholas J. St. George     DIRECTOR                         JULY 29, 1997
-----------------------------
NICHOLAS J. ST. GEORGE
 
</TABLE>

                                      -5-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 

Exhibit No.              Title                                                     Page
----------               -----                                                     ----
<S>                     <C>                                                       <C>  
  * 4.1                  1987 Stock Option Plan


  * 4.2                  1992 Stock Option Plan


  * 4.3                  1997 Equity Incentive Plan


  * 4.4                  Stock Plan for Non-Employee Directors


    5                    Opinion of Nutter, McClennen & Fish, LLP                    7


   23.1                  Consent of Nutter, McClennen & Fish, LLP                  Contained in
                                                                                   Exhibit 5
   23.2                  Consent of Coopers & Lybrand L.L.P.                         9

   23.3                  Consent of Coopers & Lybrand L.L.P.                         10

   23.4                  Consent of Coopers & Lybrand, Chartered Accountants and     11
                          Registered Auditors

   23.5                  Consent of Coopers & Lybrand,  Chartered Accountants and    12
                          Registered Auditors
</TABLE> 
-----------------------------

*           Incorporated by reference to the Company's Registration Statement on
            Form S-1 (File No. 333-22651).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19897}]
{"company-data": {"conformed-name": "CAREY INTERNATIONAL INC", "cik": "0000747201", "assigned-sic": "4100", "irs-number": "521171965", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32335", "film-number": "97647366"}, "business-address": {"street1": "4530 WISCONSIN AVE NW", "city": "WASHINGTON", "state": "DC", "zip": "20016", "phone": "2028951200"}, "mail-address": {"street1": "4530 WISCONSIN AVE NW", "city": "WASHINGTON", "state": "DC", "zip": "20016"}}
As filed with the Securities and Exchange Commission on July 29, 1997.
                                                   Registration No. 333-

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        
                                   FORM S-8
                                        
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           CAREY INTERNATIONAL, INC.
              (Exact name of issuer as specified in its charter)
DELAWARE                                              52-1171965              
----------------------------------------               ----------              
(State or other jurisdiction of            (I.R.S. employer identification no.)
 incorporation or organization)
4530 WISCONSIN AVENUE, N.W., WASHINGTON D.C. 20016
              --------------------------------------------------
                   (Address of principal executive offices)
                           -------------------------

                            1987 STOCK OPTION PLAN
                            1992 STOCK OPTION PLAN
                          1997 EQUITY INCENTIVE PLAN
                                      AND
                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                             (Full title of plans)
                              -------------------
VINCENT A. WOLFINGTON                                  Copy to:            
  CAREY INTERNATIONAL, INC.                          JAMES E. DAWSON, ESQ.     
 4530 WISCONSIN AVENUE, N.W.                     NUTTER, MCCLENNEN & FISH, LLP 
    WASHINGTON D.C.  20016                          ONE INTERNATIONAL PLACE    
        (202) 895-2000                         BOSTON, MASSACHUSETTS  02110-2699
 (Name, address and telephone                           (617) 439-2000
 number of agent for service)
-------------------

                        CALCULATION OF REGISTRATION FEE
Title of each class of securities to be         Amount being             Proposed           Proposed maximum           Amount of
              registered                         registered         maximum offering    aggregate offering price   registration fee
                                                    (1)              price per share
Common Stock,                                   87,290 Shares            $ 6.39 (2)            $   557,852.48   
$.01 par value per share                       388,640 Shares              4.75 (3)              1,846,316.25   
                                               650,000 Shares             11.78 (4)              7,659,750.00   
                                               100,000 Shares             12.95 (5)              1,295,000.00   
 
 
Total                                        1,225,930 Shares                                  $11,358,918.73         $3,442.10
(1)  This Registration Statement covers 87,290 shares of Common Stock underlying
     awards that may be granted pursuant to the 1987 Stock Option Plan, 388,640
     shares of Common Stock underlying awards that may be granted pursuant to
     the 1992 Stock Option Plan, 650,000 shares of Common Stock underlying
     awards that may be granted pursuant to the 1997 Equity Incentive Plan and
     100,000 shares of Common Stock issuable under the Stock Plan for Non-
     Employee Directors. In addition, pursuant to Rule 416(b) under the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement also covers an indeterminate number of additional
     shares of Common Stock which may be issued under said Plans as a result of
     a stock dividend, stock split or other recapitalization.

(2)  Calculated as the weighted average of (i) 24,080 shares of Common Stock
     issuable at a price of $1.44181 per share, (ii) 38,700 shares of Common
     Stock issuable at a price of $4.651 per share and (iii) 24,510 shares
     assumed to be issuable (pursuant to Rules 457(c) and (h) under the
     Securities Act) at a price of $14.00, which is the average of the high and
     low prices per share of the Common Stock as reported on the Nasdaq National
     Market on July 25, 1997.

(3)  Calculated as the weighted average of (i) 384,495 shares of Common Stock
     issuable at a price of $4.651 per share and (ii) 4,145 shares of Common
     Stock assumed to be issuable at the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on July
     25, 1997.

(4)  Calculated as the weighted average of (i) 411,500 shares of Common Stock
     issuable at a price of $10.50 per share and (ii) 238,500 shares of Common
     Stock assumed to be issuable at the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on July
     25, 1997.

(5)  Calculated as the weighted average of (i) 30,000 shares of Common Stock
     issuable at a price of $10.50 per share and (ii) 70,000 shares of Common
     Stock assumed to be issuable at the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on July
     25, 1997.

                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

     Carey International, Inc. (the "Company") hereby incorporates by reference
in this Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):

     (a) The Company's prospectus dated May 27, 1997, as supplemented on May 29,
1997, filed pursuant to Rule 424(b) of the Securities Act;

     (b) The Company's Report on Form 8-K as filed on June 16, 1997;

     (c) The Company's Quarterly Report on Form 10-Q for the three months ended
May 31, 1997, as filed on July 15, 1997; and

     (d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-22551) and the 
Company's Registration Statement on Form S-1 (File No. 333-22651).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.  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 Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

     The Company is a Delaware corporation.  Reference is made to Section 145 of
the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action 

                                      -2-
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.

     The Company's Certificate of Incorporation provides that the Company's
Directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.

     The Certificate of Incorporation also provides that each person who was or
is made party to, or is involved in, any action, suit, proceeding or claim by
reason of the fact that he or she is or was a director, officer or employee of
the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee, employee or agent of any other enterprise, including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as in
effect from time to time, against all expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts to be paid in settlement
incurred by such person in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim.

     The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions.  Any person seeking indemnification under the Certificate of
Incorporation shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established.  Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.

                                      -3-
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION.
         --------------------------- 

     Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

     See the exhibit index immediately preceding the exhibits attached hereto.

ITEM 9.  UNDERTAKINGS.
         ------------ 

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions of the Delaware General Corporation
Law and the registrant's Certificate of Incorporation and By-laws, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or a controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy, as expressed in the Act, and
will be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington D.C., on the 29th day of July 1997.

                         CAREY INTERNATIONAL, INC.

                         By:  /s/ Vincent A. Wolfington
                             ------------------------------------------
                              Vincent A. Wolfington
                              Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
SIGNATURES                     TITLE                   DATE
          ----------                     -----                   ----
/s/ Vincent A. Wolfington      CHAIRMAN OF THE BOARD AND       JULY 29, 1997
-----------------------------   CHIEF EXECUTIVE OFFICER
VINCENT A. WOLFINGTON                               

 /s/ Don R. Dailey              PRESIDENT AND DIRECTOR          JULY 29, 1997
-----------------------------
DON R. DAILEY

 /s/ David H. Haedicke          CHIEF FINANCIAL OFFICER         JULY 29, 1997
-----------------------------
DAVID H. HAEDICKE

 /s/ Paul A. Sandt              PRINCIPAL ACCOUNTING OFFICER    JULY 29, 1997
-----------------------------
PAUL A. SANDT
 
 /s/ David McL. Hillman         DIRECTOR                         JULY 29, 1997
-----------------------------
DAVID MCL. HILLMAN

-----------------------------   DIRECTOR                         JULY 29, 1997
WILLIAM R. HAMBRECHT          

 /s/ Robert W. Cox              DIRECTOR                         JULY 29, 1997
-----------------------------
ROBERT W. COX
 
 /s/ Nicholas J. St. George     DIRECTOR                         JULY 29, 1997
-----------------------------
NICHOLAS J. ST. GEORGE
-5-
EXHIBIT INDEX
Exhibit No.              Title                                                     Page
----------               -----                                                     ----
* 4.1                  1987 Stock Option Plan

  * 4.2                  1992 Stock Option Plan

  * 4.3                  1997 Equity Incentive Plan

  * 4.4                  Stock Plan for Non-Employee Directors

    5                    Opinion of Nutter, McClennen & Fish, LLP                    7

   23.1                  Consent of Nutter, McClennen & Fish, LLP                  Contained in
                                                                                   Exhibit 5
   23.2                  Consent of Coopers & Lybrand L.L.P.                         9

   23.3                  Consent of Coopers & Lybrand L.L.P.                         10

   23.4                  Consent of Coopers & Lybrand, Chartered Accountants and     11
                          Registered Auditors

   23.5                  Consent of Coopers & Lybrand,  Chartered Accountants and    12
                          Registered Auditors
-----------------------------

*           Incorporated by reference to the Company's Registration Statement on
            Form S-1 (File No. 333-22651).