<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended                  Commission File Number
    December 31, 1995                              0-8664

                       THE HARPER GROUP, INC.                     
   (Exact name of registrant as specified in its charter)

          Delaware                                94-1740320        
(State of other jurisdiction of                 (IRS Employer
incorporation or organization)              Identification Number)

 260 Townsend Street, San Francisco, California   94107-0933       
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (415) 978-0600

Securities registered pursuant to Section 12(b) of the Act:

                                             Name of each exchange
  Title of each class                        on which registered
 
       None                                          None

Securities registered pursuant to Section 12(g) of the Act:

Title of each Class
Common Stock, $1.00 par value
Rights to Purchase Series A Junior Participating Preferred Stock

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.  Yes   X  .  
No  .

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K. [   ]

<PAGE> 2
At March 15, 1996, the aggregate market value of the registrant's Common 
Stock held by non-affiliates of the registrant was approximately 
$301,343,089.

At March 15, 1996, the number of shares outstanding of registrant's 
Common Stock was 15,966,994 (net of 287,000 treasury shares).

DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement dated April 1, 1996 - Part III of this Form 10-K; Annual 
Report to Stockholders for year ended December 31, 1995 - Part II of 
this Form 10-K.

The Exhibit Index is located on Pages 38 through 41 hereof.


PART I
Item 1 - Business

GENERAL

The Harper Group, Inc. ("the Company") is a leader in providing 
transportation and integrated logistics services for the international 
movement of goods and the furnishing of value-added information, 
distribution, and inventory management services to customers worldwide.  
The Company is principally engaged in international air and ocean 
freight forwarding, customs brokerage and integrated logistics.  The 
Company provides value-added services in addition to those customarily 
provided by traditional air freight forwarders, ocean freight forwarders 
and customs brokers.  These services are designed to provide global 
logistics solutions for customers in order to streamline their supply 
chain, reduce their inventories, improve their logistics information, 
enhance their profitability and provide them with more efficient and 
effective international transportation strategies.

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The Company's global array of services is designed to benefit customers 
by reducing overall international logistics costs and increasing the 
speed and reliability of the deliveries of goods worldwide. These 
logistics services include:  air and ocean export and import freight 
transportation; worldwide customs brokerage, duty drawback, Free Trade 
Zone management and associated services; global freight tracking; other 
information management services such as electronic data interchange 
("EDI"), electronic invoicing and purchase order management; logistics 
management; warehousing and distribution services; inventory management; 
protective cargo packing; bonded warehousing; project cargo management; 
global purchasing and trade finance services; and marine insurance 
(ocean and air coverage).

The Company's global services are supplied through its network of over 
350 offices, agencies and distribution centers located in over 90 
countries on six continents.  These facilities are linked by the 
Company's real-time, on-line communications network that speeds the two-
way flow of shipment data and related logistics information between 
origins and destinations around the world.  In addition to its own 
operations, the Company utilizes a network of overseas agents for 
comprehensive, global coverage of major trade centers.

The Company commenced operations in 1898, was incorporated in California 
in 1970, and reincorporated in Delaware in 1987. Until December 31, 
1993, its operating subsidiaries in the 

<PAGE> 4
United States included Circle Airfreight Corporation, Inc., its 
principal international air freight subsidiary, Harper Robinson & Co., 
Inc., its principal international ocean freight forwarding and customs 
brokerage subsidiary; Max Gruenhut International, Inc., a full service 
air and ocean freight forwarding firm; and Darrell J. Sekin and Co. 
("Sekin"), a full service firm engaged in air and ocean freight 
forwarding and customs brokerage.

Effective January 1, 1994, Circle Airfreight Corporation, Inc. and Max 
Gruenhut International, Inc. were merged into Harper Robinson & Co., 
Inc., which was renamed Circle International, Inc.  These domestic 
operating subsidiaries were unified in order to achieve economic and 
service efficiencies, to provide a common set of standards and 
procedures, and to improve the sales and marketing of the Company's 
integrated services.  Internationally, the Company continues to operate 
a number of subsidiaries under the names "Circle Freight International" 
and "Max Gruenhut", in addition to the name "Circle International".  
Unless the context otherwise requires, references to the Company or 
Harper include The Harper Group, Inc. and its subsidiaries.

Certain information regarding the Company's operations by geographic 
regions for the three years in the period ended December 31, 1995, is 
incorporated by reference to Note 11 of the Notes to Consolidated 
Financial Statements in the 1995 Annual Report to Stockholders.

<PAGE> 5
The following tables show the approximate amounts of revenue and net 
revenue, expressed in dollars and as a percentage, attributable to the 
Company's principal services during the three years in the period ended 
December 31, 1995. Revenue from air and ocean freight forwarding, where 
the Company acts in the capacity of a consolidator of shipments, 
includes all transportation charges to the customer.  Revenue from air 
and ocean freight forwarding, where the Company acts in the capacity of 
a cargo agent, includes only the commissions charged to carriers and 
forwarding and related fees charged to customers.  Revenue earned by the 
Company as a customs broker includes commissions and fees charged to 
customers for those services as well as services relating to 
warehousing, distribution and other ancillary services.  Net revenue for 
air and ocean freight forwarding, which is the equivalent of gross 
profit in other industries, is determined by deducting any freight 
consolidation costs from freight forwarding revenue.  In the opinion of 
management, net revenue provides a more accurate measure than revenue of 
the relative importance of the Company's principal services.


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                                    Year Ended December 31
                          1995              1994              1993
                          ----              ----              ---- 
                                    (Dollars in thousands)
REVENUE:

Air freight
  forwarding          $346,624   64%    $313,012   67%    $282,031   66%
Customs brokerage
  and other            102,377   19%      77,694   16%      62,066   14%
Ocean freight
  forwarding            93,327   17%      78,842   17%      85,841   20%

Total                 $542,328  100%    $469,548  100%    $429,938  100%

NET REVENUE:

Air freight
  forwarding          $ 87,747   40%    $ 87,467   45%    $ 86,322   47%
Customs brokerage
  and other            102,377   46%      77,694   40%      62,066   34%
Ocean freight
  forwarding            31,687   14%      28,978   15%      34,065   19%

Total                 $221,811  100%    $194,139  100%    $182,453  100%

RECENT DEVELOPMENTS

Organization:
The unification of the three domestic operating subsidiaries referred to 
above resulted in a consolidated, focused market identity for the 
Company's operating units and its products. The consolidation of 
previously separate branch offices, accounting systems and job 
responsibilities continued during 1995 as well.  Management believes 
that integration of the Company's operating systems has enhanced the 

<PAGE> 7
Company's ability to pursue its sales strategy of providing door-to-door 
integrated logistics solutions to its customers.

Acquisitions:
In March 1995, the Company's German subsidiary acquired Franz Kroll 
Internationale Transporte GmbH, a full services freight forwarding firm 
with offices in five cities in Germany.  This acquisition increased the 
Company's already strong market position in Germany and expanded the 
Company's network of services available in central Europe.

In June 1995, the Company acquired the assets of Porter International, 
Inc. and its Mexican subsidiary, one of the leading customs brokers on 
the California-Mexico border.  This acquisition improved the Company's 
position as one of the largest customs brokers along the United States-
Mexico border.

In February 1996, the Company acquired certain assets of Celadon/Jacky 
Maeder Ltd., a New York partnership, consisting primarily of the 
accounts handled by substantially all of its offices in the United 
States.  The consideration for the purchase is based on the net revenue 
generated from purchased accounts within twelve months of the 
acquisition.  The acquisition is intended to increase the Company's 
market share in the United States.  In connection with this transaction, 
the Company sold its operations in Switzerland to Jacky Maeder A.G., 
which is one of the largest freight forwarders in Switzerland, and will 
act as the Company's exclusive agent in Switzerland.  The Company in 
turn will act as the exclusive agent in the United States for 

<PAGE> 8
Jacky Maeder A.G. and two of its global alliance partners, which are 
also large European freight forwarders.

Additionally, the Company recently opened operations in the Czech 
Republic, Qatar and Abu Dhabi, and added five offices in new locations 
in the United States.

Information Systems:
The Company continuously enhances its information systems capabilities 
in order to meet its customers' changing needs and to provide first-
class information transmission, processing, and management services. The 
Company has been a leader in providing its customers with global 
shipment tracking and tracing capabilities and with providing data and 
reports to better manage the global logistics process. In 1994, the 
Company implemented the first stage of its new computer architecture, 
"Circle Logistics Advanced Systems Solutions", known as CLASS.  This 
module provides significant improvements for the management of ocean 
shipments, allows for the automated preparation of over 15 shipping 
documents and provides a user-friendly menu-driven system. The second 
module integrated the Company's new customs brokerage system into the 
CLASS system.  This module allows for improved on-line tracking of 
shipments by customers and provides an improved data base system for the 
analysis and reporting of customs information.  The Company has also 
developed a customer oriented purchase order management system to 
support supply chain management and the logistics needs of its 
customers.

<PAGE> 9
The Company has spent considerable effort on its EDI capabilities to 
allow it to electronically transmit a variety of shipment documentation 
according to the requirements of its customers.  Numerous EDI 
implementations designed to meet the needs of customers took place in 
1995.  The Company intends to link future development of its information 
systems to the specific requirements of its customers and seeks to 
connect its customers to its information systems whenever possible.

Quality Initiatives:
The Company maintains a department focused on implementing quality 
initiatives to better serve customers' needs.  In 1995, the Company 
achieved ISO 9000 certification in several locations and is committed to 
a broad program in 1996 to gain ISO certification in many additional 
locations in the U.S. and overseas.  The Company also embarked on an 
initiative to identify its best practices and standard procedures in 
order to provide a consistency of quality services throughout its 
offices in the United States. 

Facilities:
In December 1995, the Company sold and leased-back its facilities in Los 
Angeles, Houston, Chicago, Detroit, Portland and Milwaukee under long 
term operating leases.  The transaction is intended to improve the 
utilization of the Company's assets and resulted in cash proceeds of 
approximately $14,655,000 which are anticipated to be used for the 
repurchase of Company stock, future acquisitions and other corporate 
purposes.  Additionally, in 1995 the Company sold its facilities 

<PAGE> 10
in Atlanta, Seattle and San Francisco and leased new, larger facilities 
which were built according to the Company's specifications.  In 1996 the 
Company intends to do the same in several other locations in the United 
States, including Miami, Denver, Newark, and South Bend.  The Company is 
striving to improve and expand its facilities so as to accommodate the 
increased demand for distribution and warehouse services.

INTERNATIONAL AIR FREIGHT FORWARDING

The Company believes that it is one of the largest forwarders of 
international air freight in the United States.  The Company's air 
freight forwarding and related logistics services include:  inland 
transportation of freight from point of origin to distribution center or 
the carrier's cargo terminal; warehousing; cargo assembly; export 
packing and vendor shipment consolidation; global freight forwarding; 
charter arrangement and handling; electronic transmittal of logistics 
documentation; electronic purchase order/shipment tracking; expedited 
document delivery to overseas destinations for customs clearance; and 
priority notification to shipper and consignee of cargo arrival.  In 
addition, the Company continues to expand the scope of its services, 
including such services as logistics services for commercial and 
governmental projects, inventory management, EDI and cargo insurance.  
The Company does not own or operate aircraft, which enables the Company 
to tailor its services to customer requirements.

<PAGE> 11
As a global air freight forwarder, the Company is both a consolidator of 
air freight shipments (an indirect air carrier) and an airline cargo 
agent.  The following table provides certain information concerning the 
Company's air freight forwarding business during each of the three years 
ended December 31, 1995.

                                    Year Ended December 31,
                                 1995         1994         1993
                                 ----         ----         ----
                           (In thousands, except per shipment data)
AS INDIRECT CARRIER:
Revenue (1)                  $328,597     $296,464     $262,915
Revenue net of
 air freight consol-
 idation costs (1)           $ 69,720     $ 70,919     $ 67,206
Number of shipments               375          353          337
Net revenue per shipment     $ 185.92     $ 200.90     $ 199.42
Weight in kilos               133,389      106,587       91,374
Kilos per shipment             355.70       301.95       271.14

AS AIRLINE AGENT:
Revenue (1)                  $ 18,027     $ 16,548     $ 19,116
Number of shipments               117          137          127
Net revenue per shipment     $ 154.08     $ 120.79     $ 150.52
Weight in kilos                35,887       38,897       33,420
Kilos per shipment             306.73       283.92       263.15


(1) Management believes that revenue net of air freight consolidation 
    costs is a better measure than revenue of the relative importance of 
    the two types of air freight forwarding service offered by the
    Company because net revenue, like revenue earned by the Company as
    an airline agent, does not include the carrier's charge to the
    Company for carrying the shipment.

During 1995, the Company's principal air freight forwarding customers 
were shippers of computer, electronic and high technology equipment, 
automotive products, machinery and machine 

<PAGE> 12
parts, consumer goods, clothing, pharmaceuticals, chemicals, and 
aerospace equipment.

The air freight forwarding business of the Company is not dependent on 
any one customer or industry.  The Company provides services to global 
or multinational customers, as well as regional customers.  During 1995, 
the Company had in excess of 30,000 air freight forwarding customers, and 
no customer accounted for more than 5% of the Company's net air freight 
forwarding revenue.

Indirect Air Carrier:
As an indirect air carrier, the Company procures shipments from its 
customers, consolidates shipments bound for a particular destination, 
determines the routing, selects the direct carrier (an airline) with 
which the consolidated lot is to move and tenders each consolidated lot 
as a single shipment to the direct carrier for transportation to a 
destination.  At the destination the Company or its agent receives the 
consolidated lot, breaks it into its component shipments and distributes 
the individual shipments.  During 1995, the Company derived 
approximately 79% of its net air freight forwarding revenue from its 
services as an indirect air carrier.

The Company's rates are based on a per kilo charge that generally 
decreases within a certain range as the weight of the shipment 
increases.  The Company ordinarily charges the shipper a rate less than 
the rate which the shipper would be charged by an airline.

<PAGE> 13
The rates that airlines charge to forwarders and others also generally 
decrease as the weight of the shipment increases.  As a result of the 
consolidation of its customers' shipments, the Company generally obtains 
lower rates per kilo from airlines than the rates it charges its 
customers for individual shipments.  This rate differential is the 
primary source of the Company's net air freight forwarding revenue.  The 
Company's practice is to make prompt adjustments in its rates to match 
changes in airline rates.

As part of its services, the Company prepares documentation relating to 
the international movement of goods; provides handling, packing, and 
containerizing services; arranges for the routing and tracing of 
shipments when necessary; provides physical breakbulk, delivery and 
inland transportation services; and arranges for freight insurance.  
Another source of the Company's net air freight forwarding revenue is 
the fees which the Company charges for services related to the movement 
of goods, which include computer-prepared shipment documentation; 
expedited delivery of air waybills, packing lists, commercial invoices, 
and other documents; and electronic shipment tracking and tracing.  The 
Company offers its customers access to its global on-line computer 
information system, which acts as a comprehensive source of vital 
information for its customers.

During 1995, approximately 47% of the Company's net air freight 
forwarding revenue as an indirect carrier was attributable to shipments 
originating in the United States and terminating 

<PAGE> 14
abroad.  As measured by net air freight forwarding revenue earned as an 
indirect carrier, the Company's principal regions of destination in 1995 
were Europe, Asia, South America, and Australia/New Zealand.

By accepting goods for air shipment, the Company assumes the role of a 
carrier and becomes responsible to the shipper for the safe delivery of 
the shipment, subject to a legal limitation on liability of $20.00 per 
kilo.  Because the Company's relationship to the airline is also that of 
a shipper to a carrier, the airline generally assumes the same 
responsibility to the Company as the airline assumes to its other 
customers.  The Company obtains, for the benefit of its customers, cargo 
insurance covering such cargo for $20.00 per kilo or such higher amount 
as the customer may designate.

Airline Agent:
As an authorized cargo sales agent of most airlines worldwide, the 
Company arranges for the transportation of individual shipments and 
receives from the airline a commission for arranging the shipment.  In 
addition, the Company provides the shipper with ancillary services such 
as export documentation for which it receives a separate fee.  When 
acting in this capacity, the Company does not consolidate shipments or 
have responsibility for shipments once they have been tendered to the 
airline.  The Company conducts its agency air freight forwarding 
operations from the same facilities as its indirect carrier operations, 
and services the same regions of the world.  During 

<PAGE> 15
1995, the Company derived approximately 21% of its net air freight 
forwarding revenue from its services as an airline agent.

CUSTOMS BROKERAGE

The Company functions as a customs broker with respect to entries of 
freight into approximately 50 major destinations in the United States 
and in more than 300 overseas destinations through its network of 
offices and agents.

In its capacity as a customs broker, the Company prepares and files all 
formal documentation required for clearance through customs agencies, 
obtains customs bonds, in many cases pays import duties on behalf of the 
importer, arranges for payment of collect freight charges, and assists 
the importer in obtaining the best commodity classifications and in 
qualifying for duty drawback refunds. The Company's customs brokers and 
support staff have substantial knowledge of the complex tariff laws and 
customs regulations governing the payment of duty, as well as valuation 
and import restrictions in their respective countries.

The Company believes that it is a leader in the use of computer 
technology for customs brokerage activities on behalf of its clients.  
The Company has been a leader in the use of the Automated Brokerage 
Interface information system, providing an on-line link with the United 
States customs agencies.  In several global trading centers in addition 
to the United States, the Company's offices are connected electronically 
to customs agencies for expedited pre-clearance of goods and centralized 
import 

<PAGE> 16
management.  Such on-line interface with customs agencies speeds freight 
release and provides nationwide control of clearances at multiple ports 
and airports of entry.

The Company works with importers to design cost-effective import 
programs which utilize the Company's distribution management services 
and advanced computer technology.  Such services include electronic 
document preparation, routing cargo from overseas origins to ports and 
airports of entry, bonded warehousing, distribution of the cleared cargo 
to inland locations and duty drawback.  For consolidated shipments, 
containers are devanned, cargo is segregated according to final 
destination, and goods are forwarded to final destinations.  In many 
U.S. and overseas locations, the Company's bonded warehouses enable 
importers to defer payment of customs duties and coordinate release of 
cargo with their production or distribution schedules.  Goods are stored 
under Customs Service supervision until the importer is ready to 
withdraw or re-export them.  The Company receives storage charges for 
these in-transit goods and fees for related ancillary services.  The 
Company also offers Free Trade Zone management and duty drawback 
services to provide customers with additional tools to maintain cost-
effective import programs.

Management estimates that in 1995 the Company handled approximately 
300,000 customs entries in the United States.  The Company does not have 
a fixed fee schedule for customs brokerage services.  Instead, its fees 
are based on the volume of business 

<PAGE> 17
transacted for a particular customer, and the type, number and 
complexity of services provided.  In addition to its fees, the Company 
bills the importer for amounts which the Company has paid on the 
importer's behalf, including duties, collect freight charges, and 
similar payments.

As a customs broker operating in the United States, the Company is 
licensed by the Treasury Department and regulated by the United States 
Customs Service.  The Company's fees for acting as a customs broker in 
the United States are not regulated.

INTERNATIONAL OCEAN FREIGHT FORWARDING

As a global ocean freight forwarder, the Company arranges for the 
shipment of freight by ocean carriers and acts as the agent of the 
shipper or the importer.  The Company's ocean freight forwarding and 
related logistics services include inland transportation from point of 
origin to distribution facility or port of export; cargo assembly, 
packing and consolidation; warehousing; electronic transmittal of 
documentation and shipment tracking; expedited document delivery; pre-
alert consignee notification; and cargo insurance.

A number of the Company's facilities provide protective cargo packing, 
crating and specialized handling services for retail goods, government-
specification cargo, consumer goods, hazardous cargo, heavy machinery 
and assemblies, and perishable cargo.  Other facilities are equipped to 
handle tons of equipment and material from multiple origins to overseas 
"turn-key" projects, such as 

<PAGE> 18
manufacturing facilities or government installations.  The Company does 
not own or operate ships or assume carrier responsibility, preferring 
the flexibility to tailor logistics services and options to the 
customer's requirements.

The Company's compensation for its ocean freight forwarding services is 
derived principally from commissions paid by shipping lines and from 
forwarding and documentation fees paid by its customers, who are either 
shippers or consignees.  In 1995, approximately 63% of the Company's net 
ocean freight forwarding revenue was attributable to commissions, 
forwarding fees, and associated ancillary services.

During 1995, more than 15,000 customers utilized the Company's ocean 
freight forwarding services worldwide.  Although the Company services a 
wide variety of shippers, its principal customers are shippers of 
industrial and agricultural machinery and equipment, motor vehicles, 
computer equipment, clothing, agricultural products and energy-related 
equipment.

A majority of the ocean freight shipments forwarded by the Company 
originate in the United States, Asia and Europe and terminate in a 
foreign port.

Ocean Freight Consolidation:
The Company's global operations as an indirect ocean carrier or NVOCC 
(non-vessel operating common carrier) are similar in some respects to 
its air freight consolidation operations.  The Company procures customer 
freight, consolidates shipments bound for a particular destination, 

<PAGE> 19
determines the routing, selects the ocean carrier or charters a ship, 
and tenders each consolidated lot as a single shipment to the direct 
carrier for transportation to a distribution point.  As a NVOCC, the 
Company generally derives its revenue from the spread between the rate 
specified in a tariff which it has on file with the Federal Maritime 
Commission and the ocean carrier's charge to the Company for carrying 
the shipment, in addition to charging for other ancillary services 
related to the movement of the freight.  Because of the volume of 
freight controlled and consolidated by the Company, it is generally able 
to obtain lower rates from ocean carriers than the rate which the 
shipper would be able to procure.  In 1995, this service, and associated 
ancillary services, contributed approximately 37% of the Company's net 
ocean freight forwarding revenue.

INSURANCE

Another transportation service offered to customers is the arranging of 
international marine/air cargo insurance in connection with the 
Company's air freight and ocean freight forwarding operations.  
Insurance coverage frequently is tailored to a customer's shipping 
program and is procured for the customer as a component of the Company's 
value-added integrated logistics.  The Company also arranges for surety 
bonds for importers as part of its customs brokerage activities.

<PAGE> 20

WAREHOUSE AND DISTRIBUTION SERVICES

The Company offers a full range of customized warehouse and distribution 
services in connection with the international transportation of cargo.  
Warehouse services are provided in a number of the Company's owned 
logistics facilities in many locations throughout the world, as well as 
in premises leased from others.  In 1995, the Company continued its 
program of building state-of-the-art warehouse and distribution 
facilities.  Additional new  facilities projects are contemplated for 
1996.  The Company's warehousing and distribution services include 
inventory control, import/export freight staging, protective and 
specialized packing and crating, containerization, consolidation and 
deconsolidation, and special handling for perishables, hazardous 
materials, and heavy-lift equipment.  For import shipments, the Company 
provides bonded warehouse services and in certain locations Free Trade 
Zone services.  These warehouse and distribution services complement the 
other transportation services, including information systems tools, 
provided by the Company and form part of the integrated logistics 
solutions offered to customers.

GLOBAL PROJECTS

The Company established global project divisions in North America and 
the United Kingdom to meet the special requirements of global project 
management and heavy lift movements.  In addition to logistics advice, 
and traditional ocean and air transportation services, the project 
divisions 

<PAGE> 21
provide on-site assistance, vessel chartering services and consulting 
regarding large-scale project movements.

CIRCLE TRADE SERVICES, LTD.

In 1994, the Company established Circle Trade Services, Ltd., ("CTSL") 
which offers purchasing, procurement and trade finance services to 
companies engaged in global trade.  CTSL's mission is to provide 
customers requiring the international transportation of cargo with 
creative global trade solutions which enable customers to successfully 
complete international transactions.  Included among its various trade 
services, CTSL has developed programs for customers which result in 
lower costs by finding new sourcing opportunities, coordinating the 
activities of multiple suppliers, and creating trade finance solutions.  
CTSL offers international procurement and financing expertise not 
offered by traditional logistics companies and works globally with a 
network of Company and franchise offices to develop this specialized 
business.

COMPETITION AND BUSINESS CONDITIONS

The Company's principal businesses are directly related to the volume of 
international trade, particularly trade between the United States and 
other nations.  In general, global trading is expanding as businesses 
increasingly seek new sourcing opportunities and penetrate international 
markets.  The extent of such trade is influenced by many factors, 
including economic and political conditions in the United States and 
abroad, changes in 

<PAGE> 22
supply or manufacturing practices, labor conditions, wars and other 
armed conflicts, currency fluctuations, and United States and foreign 
laws relating to tariffs, trade restrictions, foreign investments and 
taxation.

Management believes that the Company is one of the world's largest 
international freight forwarders and integrated logistics providers.  In 
addition to competition from other freight forwarders and cargo sales 
agents, the Company encounters competition from direct carriers which 
actively solicit freight from shippers and from integrated 
transportation companies that operate their own aircraft and also act as 
carriers.  Other transportation-related businesses, such as trucking and 
distribution companies, have also entered the logistics and freight 
forwarding market.  In recent years, there has been a trend towards 
consolidation in the forwarding industry which, together with pressure 
to reduce transportation costs, has led to intensified competition and 
lower operating margins.  Significant competition comes from large 
domestic and foreign firms with substantial capital resources which have 
offices in multiple global locations, offer a broad array of services 
and provide information systems.

As a customs broker and ocean freight forwarder, the Company encounters 
strong competition in every port in which it does business.  The Company 
has customs brokerage and ocean freight forwarding offices in most major 
United States ports, and it 

<PAGE> 23
competes with large domestic and foreign firms, as well as local and 
regional firms.

For several years the Company has offered to customers multiple 
transportation services, in addition to traditional air and ocean 
freight forwarding, in order to meet all of the logistics requirements 
of its customers.  An extension of its array of multiple services is the 
Company's integrated transportation logistics program under which the 
Company offers a comprehensive program designed to meet the customer's 
total door-to-door transportation requirements to assist the customer in 
creating more efficient global sourcing, financing, inventory and 
warehousing strategies.  The value-added logistics capabilities which 
support this strategy use the full-spectrum of services offered by the 
Company, including information management, inventory management, 
protective packing, vendor coordination and purchase order management, 
ocean or air transportation, customs brokerage, warehouse and 
distribution and global trade services.  The Company's transportation 
logistics program often relies on the integration of its customers' 
information systems with the Company's information systems, frequently 
using electronic data interfaces and requiring employees assigned and 
dedicated exclusively to the customer's shipment management 
requirements.  In recent years, the Company has committed significant 
resources to information technology and facilities to develop and 
implement its integrated transportation logistics services.  

<PAGE> 24

Integrated logistics and related value-added services are, in part, a 
response to the growing trend toward the outsourcing of key distribution 
functions by businesses requiring international logistics services and 
are a response to competitive pressures which have reduced traditional 
freight forwarding transportation margins.

MARKETING

The Company's worldwide services are marketed primarily by its senior 
executives, by approximately 200 salespersons and by over 400 country, 
regional, branch and district managers who divide their time between 
marketing, administration and operations.  Such persons generally deal 
directly with executives in the transportation, finance, logistics, 
shipping or purchasing departments of the Company's existing and 
potential customers.  Their sales efforts are supplemented by the 
Company's agents in certain foreign commercial centers in which the 
Company does not have an office or terminal.  The Company has taken a 
number of initiatives to improve the effectiveness of its sales 
programs, including the formation of a global sales team targeting 
multinational customers, the establishment of regional sales teams, the 
overseas assignments of foreign employees responsible for targeting 
specific trade lanes, and the consolidation of the United States sales 
force under a common sales program.  The Company also has Marketing, and 
Global Sales departments designed to support the Company's sales and 
marketing activities.

<PAGE> 25

In conjunction with these sales and marketing efforts, the Company 
continues to invest significant resources in enhancing its information 
systems to make these systems more responsive to customers and other 
users in managing their international transportation needs.  The use of 
EDI applications, in which the Company is a leader, also serves as an 
important sales tool.

EMPLOYEES

As of December 31, 1995, the Company employed approximately 3,250 
persons, of whom approximately 700 were engaged in managerial and sales 
activities, and the balance were engaged in operations or were general 
office employees.

Executive Officers

The Company's executive officers are as follows:

          Name                   Age             Position
----------------------           ---             --------
Peter Gibert                      53      Chairman of the Board,
                                          President, and Chief
                                          Executive Officer
Robert J. Diaz                    53      Senior Vice President
                                          and Chief Financial
                                          Officer
Martin R. Collins                 58      Vice President
Patrick Morrison                  61      Vice President, Chief
                                          Information Officer
Kim E. Wertheimer                 42      Vice President
Robert H. Kennis                  43      Vice President,
                                          Secretary and General
                                          Counsel

Mr. Gibert assumed the position of President and Chief Operating Officer 
in May 1991, following the Company's acquisition of Darrell J. Sekin & 
Co. ("Sekin").  Mr. Gibert originally joined the Company in 1965 and 
served in numerous positions within the Company until January 1984, when 
he joined Sekin as its President.  

<PAGE> 26
In May 1992, he became Chief Executive Officer of the Company, and in 
May 1993 he was elected Chairman of the Board of Directors.  Mr. Gibert 
was first elected to the Board of Directors at the 1992 Annual Meeting 
of Shareholders and serves as a Class I director.

Mr. Diaz originally joined the Company in April 1992.  He served as its 
Vice President and Chief Financial Officer until October 1992, when he 
joined Coors Brewing Company as its Vice President, Corporate 
Controller, and later served as its Principal Financial Officer.  Mr. 
Diaz returned to the Company in December 1994 as its Senior Vice 
President and Chief Financial Officer.  Prior to joining the Company, 
from mid-1991 to April 1992, Mr. Diaz served as President of Com-Pro 
International, a company engaged in the distribution of computer 
products to Latin America.  From 1982 to August 1990 Mr. Diaz worked for 
the Clorox Company, serving as Corporate Vice President-International 
from 1988 to August 1990.

Mr. Collins originally joined the Company in January 1970, and from May 
1978 to July 1986 served as its Senior Vice President, Finance.  He also 
served as a director of the Company from February 1983 to July 1986.  In 
February 1992, Mr. Collins rejoined the Company and served in various 
capacities.  As Vice President, Mr. Collins presently has management 
responsibilities for the Company's North American operations and for 
mergers and acquisitions activity.

Mr. Morrison joined the Company in June 1993 as Vice President of 
Information Services.  He is the Company's Chief 

<PAGE> 27
Information Officer responsible for its information services division.  
Immediately prior to joining the Company, Mr. Morrison served as a 
consultant in information systems related to the transportation and 
logistics industries, and performed services in this capacity for the 
Company for four months.  From March 1987 to December 1989, Mr. Morrison 
was President and Chief Operating Officer of CSX Commercial Services, 
Inc. and for six months thereafter served in the same position for a 
joint venture subsidiary, Global Logistics Venture, Inc.  From June 1981 
to March 1987, he was Vice President of Information Systems for American 
President Companies.

Mr. Wertheimer joined the Company in May 1991, following the Company's 
acquisition of Sekin Transport International.  In May 1995, he was 
elected Vice President and presently has management responsibilities for 
the Company's North American marketing, customs brokerage, integrated 
logistics and information services operations.  Before becoming Vice 
President, Mr. Wertheimer managed the Company's Southwest region and was 
responsible for managing its operation and leading the Company's 
integrated logistics activities.  From 1988 to 1991, Mr. Wertheimer was 
Vice President of Planning and Development at Sekin Transport 
International.  Prior to 1988, Mr. Wertheimer was a consultant with 
McKinsey & Company, an international management consulting firm.

<PAGE> 28
Mr. Kennis joined the Company in 1989.  He serves as Vice President and 
Secretary, and is the Company's chief legal officer.  Prior to joining 
the Company, he was Vice President and Legal Counsel for The 
Consolidated Capital Companies for four years.  From 1978 to 1984, he 
was with the law firm of Bronson, Bronson & McKinnon as an associate and 
first-level partner.


Item 2 - Properties

The properties used in the Company's domestic and foreign operations 
consist principally of air and ocean freight forwarding offices, customs 
brokerage offices, and warehouse and distribution facilities.  In the 
United States, most freight forwarding operations and customs brokerage 
offices are now conducted from the same facility.  The Company's foreign 
offices are principally engaged in customs brokerage and ocean and air 
freight forwarding; additionally, other transportation management 
services such as warehousing, distribution, packing, containerization, 
and inland transportation are offered at many offices.

The following table sets forth certain information as of December 31, 
1995 concerning the Company's domestic and foreign facilities and 
freight handling terminals.
                                    Number of Facilities      
                               Owned       Leased        Total
                               -----       ------        -----
Domestic                          18           51           69
Foreign                           24          144          168
                                 ---          ---          ---
Total                             42          195          237
                                 ===          ===          ===

<PAGE> 29
The Company owns its headquarters building in San Francisco.

Under many of its leases, the Company, in addition to rental payments, 
is responsible for payment of property taxes, maintenance and insurance.  
In 1995, the aggregate rental expense for all of the Company's leased 
property was approximately $7.8 million.  

For further information concerning the Company's lease commitments, see 
Note 6 of the Notes to Consolidated Financial Statements in the 1995 
Annual Report to Stockholders.


Item 3 - Legal Proceedings

The Company is a party to routine litigation incident to its business, 
relating primarily to claims for goods lost or damaged in transit or 
improperly shipped.  Some of the lawsuits to which the Company is a 
party are covered by insurance and are being defended by the Company's 
insurance carriers.  The Company has established reserves which 
management believes are adequate to cover litigation losses which may 
occur.

The Internal Revenue Service issued a notice of deficiency with respect 
to the Company's income tax liabilities for the years 1986 and 1987 
asserting an aggregate liability for tax of approximately $7.9 million.  
The Company subsequently filed a petition in the U.S. Tax Court 
contesting all of the asserted deficiency, and made a partial payment of 
tax.  Settlement negotiations with the Internal Revenue Service have now 
been concluded with respect to this matter.  Under the terms of the 

<PAGE> 30
proposed settlement, the Company would be entitled to receive a net 
refund of approximately $300,000.  However, there has been no final 
settlement because the matter has been held in abeyance pending 
resolution of the Company's refund proposals arising out of its 1992 
write-offs.

The Company is engaged in discussions with the Internal Revenue Service 
audit personnel with respect to Federal income tax refunds arising out 
of the 1992 write-offs involving approximately $9 million of tax.  It is 
not possible to predict at this time the extent to which the Internal 
Revenue Service will agree with the Company's proposed income tax 
refunds, or the effect upon the settlement of the issues in the 
Company's tax years 1986 and 1987.

The Internal Revenue Service has issued a notice of proposed deficiency 
with respect to tax years 1988 and 1989 proposing to assert deficiencies 
in tax and penalties in the aggregate amount of approximately $9.9 
million.  The Company has agreed to adjustments that will result in a 
deficiency in tax in the amount of approximately $500,000 for 1988 and 
has filed a protest with respect to the remaining unagreed proposed 
deficiency. The matter is under active consideration before the Internal 
Revenue Service Appeals Office.  Because of the number and complexity of 
the issues involved, resolution of the issues may require a number of 
years. 

<PAGE> 31
Management believes that the ultimate resolution of these matters will 
not have a material adverse effect on the Company's financial position 
or results of operations.

Item 4 - Submission of Matters to a Vote of Security Holders

Inapplicable.


<PAGE> 32
PART II

Item 5 - Market for the Registrant's Common Stock and Related Security 
Holder Matters

The information required by this item is incorporated by reference from 
page 32 of the Company's Annual Report to Stockholders for the year 
ended December 31, 1995.


Item 6 - Selected Financial Data

The information required by this item is incorporated by reference from 
page 1 of the Company's Annual Report to Stockholders for the year ended 
December 31, 1995.


Item 7 - Management's Discussion and Analysis of Financial Condition and 
Results of Operations

The information required by this item is incorporated by reference from 
pages 18 and 19 of the Company's Annual Report to Stockholders for the 
year ended December 31, 1995.


Item 8 - Financial Statements and Supplementary Data

The information required by this item is incorporated by reference from 
pages 20 through 31 of the Company's Annual Report to Stockholders for 
the year ended December 31, 1995.  Also see Item 14 below.


Item 9 - Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

Inapplicable.

<PAGE> 33
PART III

Item 10 - Directors and Executive Officers of the Registrant

The information required by this item is incorporated by reference from 
pages 1, 2, and 15 of the Company's Proxy Statement dated April 1, 1996 
under the captions "Election of Directors" and "Section 16(a) 
Information".  Also see "Executive Officers" under Item 1 above.


Item 11 - Executive Compensation

The information required by this item is incorporated by reference from 
pages 4 through 6 of the Company's Proxy Statement dated April 1, 1996 
under the captions "Compensation of Executive Officers", "Options 
Granted to Executive Officers", and "Employment Agreements".


Item 12 - Security Ownership of Certain Beneficial Owners and Management

The information required by this item is incorporated by reference from 
pages 14 and 15 of the Company's Proxy Statement dated April 1, 1996 
under the caption "Ownership of Management and Principal Stockholders".


Item 13 - Certain Relationships and Related Transactions 

The information required by this item is incorporated by reference from 
pages 6 and 7 of the Company's Proxy Statement dated April 1, 1996 under 
the caption "Transactions with the Company" and from page 3 of such 
Proxy Statement under the caption "Compensation Committee Interlocks and 
Insider Participation".

<PAGE> 34
PART IV

Item 14 - Exhibits, Financial Statement Schedules and Reports on 
Form 8-K

(a)  The following are filed as part of this report:
     (1)(2)  Financial Statements:  See attached Index to Financial  
Statements on page 37.
     (3)     Exhibits:  See attached Exhibit Index on pages 38 through 
41.
(b)  No reports on Form 8-K were filed during the last quarter of the 
period covered by this report.

<PAGE> 35
Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

          Date:  March 15, 1996

                              THE HARPER GROUP, INC.




                              By: /S/ Peter Gibert
                                  Chairman of the Board, President 
                                  and Chief Executive Officer

<PAGE> 36
Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of 
the registrant and in the capacities indicated on March 15, 1996.

Signature                           Title                         


                                    Chairman of the Board, 
/S/ (Peter Gibert)                  President and Chief Executive
                                    Officer 
                                    (Principal Executive Officer)


                                    Senior Vice President and
/S/ (Robert J. Diaz)                Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)


/S/ (Wesley J. Fastiff)             Director


/S/ (John M. Kaiser)                Director


/S/ (Ray C. Robinson, Jr.)          Director


/S/ (Frank J. Wezniak)              Director


/S/ (Edwin J. Holman)               Director

<PAGE> 37
THE HARPER GROUP, INC.

INDEX TO FINANCIAL STATEMENTS
                                                               PAGE
Financial Statements:

The Harper Group, Inc. and Subsidiaries:

     Consolidated Financial Statements and
     Independent Auditors' Report, included
     in the Company's 1995 Annual Report to
     Stockholders (pages 18 through 31) 
     are hereby incorporated by reference
     in this report:

     Consolidated Income Statements for
     the years ended December 31, 1995,
     1994 and 1993                                             20 *

     Consolidated Balance Sheets,
     December 31, 1995 and 1994                                21 *

     Consolidated Statements of Stockholders'
     Equity for the years ended December 31,
     1995, 1994, and 1993                                      22 *

     Consolidated Statements of Cash Flows
     for the years ended December 31, 1995,
     1994, and 1993                                            23 *

     Notes to Consolidated Financial Statements             24-30 *

     Independent Auditors' Report                              31 *


Financial schedules are omitted either because they are not required, 
not applicable, or the required information is included in the financial 
statements or notes thereto.

*  Refers to pages in the Company's Annual Report to Stockholders for 
the year-end 1995.

<PAGE> 38
EXHIBIT INDEX


Exhibit Number                    EXHIBIT                       PAGE

       3.1              Certificate of Incorporation
                        of the Harper Group, Inc.,
                        a Delaware corporation.
                        (Incorporated by reference
                        to Exhibit 4.2 to Registration
                        Statement No. 33-40826
                        filed on May 24, 1991.)

       3.2              Registrant's by-laws, as
                        heretofore amended.
                        (Incorporated by reference
                        to Exhibit 3.2.1 to Annual
                        Report on Form 10-K for the
                        fiscal year ended December
                        31, 1986, filed on or about
                        March 31, 1987.)

      3.2.1             Amendments to Article IV,
                        Sections 2,3,4,5 and 6 of
                        Registrant's by-laws,
                        effective as of May 23,
                        1991.  (Incorporated by
                        reference to Exhibit 3.2.1 to
                        Annual Report on Form 10-K 
                        for the fiscal year ended
                        December 31, 1991, filed on 
                        or about March 31, 1992.)

      3.2.2             Sections 2 and 3 of 
                        Registrant's by-laws effective
                        as of May 31, 1992. (Incorporated
                        by reference to Exhibit 
                        3.2.2 to Annual Report on 
                        Form 10-K for the fiscal year 
                        ended December 31, 1992 filed 
                        on or about March 31, 1993.)

        4.1             Specimen certificate of
                        Registrant's Common Stock.
                        (Incorporated by reference
                        to Exhibit 4.1 to Registration
                        Statement No. 2-59017, filed
                        on May 16, 1977.)

<PAGE> 39
Exhibit Number                    EXHIBIT                       PAGE

        4.2             Rights Agreement, dated as of
                        October 24, 1994, between The Harper 
                        Group, Inc. and Chemical Trust 
                        Company of California, which 
                        includes as Exhibit A thereto the 
                        Certificate of Designation, 
                        Preferences and Rights of Series A 
                        Junior Participating Preferred 
                        Stock, as Exhibit B thereto the Form 
                        of Rights Certificate and as Exhibit 
                        C thereto a Summary of Rights to 
                        Purchase Common Stock. (Incorporated 
                        by reference to the Form 8-A 
                        Registration Statement filed on or 
                        about October 24, 1994.)

      10.1              Agreement of Merger between
                        Registrant and the Harper
                        Group, a California corporation,
                        providing for the reincorp-
                        oration of Registrant in 
                        Delaware.  (Incorporated by
                        reference to Exhibit A to
                        Registrant's Proxy Statement
                        dated April 1, 1987, filed on 
                        or about April 10, 1987.)

      10.2              Master Agreement dated February
                        8, 1989 between Registrant and
                        Bowater Industries PLC.  
                        (Schedules Excluded) (Incorp-
                        orated by reference to Exhibit
                        10.2 to Annual Report on Form
                        10-K for the fiscal year ended
                        December 31, 1988, filed on
                        or about March 31, 1989.)

      10.3              Form of indemnity agreement
                        between Registrant and each of
                        its directors (Incorporated by
                        reference to Exhibit 10.3 to
                        Annual Report on Form 10-K for
                        the fiscal year ended December
                        31, 1988,  filed on or about
                        March 31, 1989.)
<PAGE> 40
Exhibit Number                    EXHIBIT                           PAGE


      10.4              Agreement and Plan of Reorgan-
                        ization dated as of April 23,
                        1992, with exhibits attached,
                        including Registration Rights
                        Agreement, Employment Agreement
                        between Registrant and Peter
                        Gibert and Indemnification
                        Agreement.  (Incorporated by
                        reference to Exhibit 2.1. to
                        Current Report on Form 8-K,
                        dated May 21, 1991, filed on
                        or about May 23, 1991.)

      10.4.1            Amendments to May 1991 Employment
                        Agreement of Peter Gibert             *   42-44

      10.5              1990 Stock Option Plan.
                        (Incorporated by reference to
                        Exhibit 10.5 to Annual Report
                        on Form 10-K for the fiscal
                        year ended December 31, 1992,
                        filed on or about March 31,
                        1993.) *

      10.6              Stock Option Plan for Non-
                        Employee Directors.
                        (Incorporated by reference to
                        Exhibit 10.6 to Annual Report
                        on Form 10-K for the fiscal
                        year ended December 31, 1992,
                        filed on or about March 31,
                        1993.) *

      10.8              Credit Agreement dated October
                        15, 1993 between Registrant and
                        Bank of America National Trust
                        and Savings Association.
                        (Incorporated by reference to
                        Pages 14-103 to Form 10-Q for the
                        nine months ended September 30, 1993,
                        filed on or about November 10, 1993.)

      10.9              Consultant Agreement effective
                        as of November 3, 1992 between
                        Registrant and John H. Robinson.
                        (Incorporated by reference to 
<PAGE> 41
Exhibit Number                    EXHIBIT                           PAGE


                        Exhibit 10.9 to Annual Report on
                        Form 10-K for the fiscal year 
                        ended December 31, 1993, filed
                        on or about March 31, 1994.) *

      10.10             Registration Rights Agreement
                        dated November 1992, between
                        Registrant and John H. Robinson.
                        (Incorporated by reference to 
                        Exhibit 10.10 to Annual Report on
                        Form 10-K for the fiscal year 
                        ended December 31, 1993, filed
                        on or about March 31, 1994.)

      10.11             1994 Omnibus Equity Incentive Plan
                        (Incorporated by reference to the 
                        Form S-8 Registration Statement 
                        filed on or about May 9, 1994) *

      10.11.1           Amendment No. 1 to 1994 Omnibus
                        Equity Incentive Plan *                      45

      10.12             1995 Stock Option Plan For
                        Non-Employee Directors *                  46-53

      10.13             Employment Agreement with
                        Kim Wertheimer *                          54-61

      13.1              Sections of the Annual Report to 
                        Stockholders referenced under 
                        Part II, Items 5,6,7 and 8 hereof.
                        (Pages 1 and 18 through 32 of the 
                        Annual Report to Stockholders.)           62-77

      21.1              List of Subsidiaries                      78-79

      23.1              Consent of Deloitte & Touche LLP             80

*  Indicates, as required by Item 14(a)(3), a management contract or 
compensatory plan required to be filed as an exhibit to this Form 10-K.