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EXHIBIT A

DIRECTOR STOCK OPTION PLAN

THE HARPER GROUP, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Effective August 21, 1995)

ARTICLE I

GENERAL

1.   PURPOSE.

This 1995 Stock Option Plan for Non-Employee Directors (the "Plan") is 
intended to attract and retain the services of experienced and 
knowledgeable independent directors of The Harper Group, Inc. (the 
"Company") for the benefit of the Company and its shareholders and to 
provide additional incentive for such directors to continue to work for 
the best interests of the Company and its shareholders.

2.   ADMINISTRATION.

The Plan shall be administered by the Human Resources, Compensation and 
Nominating Committee of the Board of Directors of the Company (the 
"Committee").  The Committee shall, subject to the provisions of the 
Plan, grant options under the Plan and shall have the power to construe 
the Plan, to determine all questions arising thereunder and to adopt and 
amend such rules and regulations for the administration of the Plan as 
it may deem desirable.

The interpretation and construction by the Committee of any provisions 
of the Plan or of any option granted under it shall be final.  No member 
of the Committee shall be liable for any action or determination made in 
good faith with respect to the Plan or any option granted under it.

3.   ELIGIBILITY.

Each director of the Company who is not otherwise an employee of the 
Company or any subsidiary as of the effective date of the Plan (August 
21, 1995) and has not been an employee of the Company or any subsidiary 
for all or any part of the fiscal year preceding such effective date 
shall automatically be granted 

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options to purchase 20,000 shares (subject to adjustment as provided in 
Article III hereof) on the effective date of the Plan.

In addition, on the date that any person is for the first time elected 
by the shareholders of the Company to the Board of Directors (which 
shall include the date that a director appointed by the Board of 
Directors is for the first time elected by the shareholders of the 
Company to the Board), options to purchase 20,000 shares (subject to 
adjustment as provided in Article III hereof) shall automatically be 
granted to such newly elected director; provided, however, that such 
automatic option grant shall only be made if (I) the director is not 
otherwise an employee of the Company or any subsidiary on the date of 
such election and has not been an employee for all or any part of the 
preceding fiscal year, and (ii) the number of shares subject to future 
grant under the Plan is sufficient to make all automatic grants required 
to be made pursuant to the Plan on such date.

4.    SHARES OF STOCK SUBJECT TO THE PLAN.

The shares that may be issued under the Plan shall be authorized and 
unissued or reacquired shares of the Company's common stock (the "Common 
Stock").  The aggregate number of shares which may be issued under the 
Plan shall not exceed 200,000 shares of Common Stock, unless an 
adjustment is required in accordance with Article III.

5.    AMENDMENT OF THE PLAN.

The Board of Directors may, insofar as permitted by law, from time to 
time, suspend or discontinue the Plan or revise or amend it in any 
respect whatsoever, except that no such amendment shall alter or impair 
or diminish any rights or obligations under any option theretofore 
granted under the Plan without the consent of the person to whom such 
option was granted.  In addition, without further shareholder approval, 
no such amendment shall (A) materially increase the benefits accruing to 
participants under the Plan, (B) materially increase the number of 
securities which may be issued under the Plan, or (C) materially modify 
the requirements as to eligibility for participation in the Plan, 
provided, that shareholder approval is not required if such approval is 
not required in order to assure the Plan's continued qualification under 
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as 
amended.  The Plan's provisions regarding the formula for determining 
the amount, exercise price, and timing of options to be granted under 
the Plan shall in no event be amended more than once every six months, 
other than to comport with changes in the Internal Revenue Code of 1986, 
as amended.

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6.    APPROVAL OF SHAREHOLDERS.

All options granted under the Plan before the Plan is approved by 
affirmative vote at the next meeting of shareholders of the Company, or 
any adjournment thereof, of the holders of a majority of the outstanding 
shares of Common Stock present in person or by proxy and entitled to 
vote at the meeting shall be subject to such approval.  No option 
granted hereunder may become exercisable unless and until such approval 
is obtained.

7.    TERM OF PLAN.

Options may be granted under the Plan until August 21, 2000, the date of 
termination of the Plan.  Notwithstanding the foregoing, each option 
granted under the Plan shall remain in effect until such option has been 
satisfied by the issuance of shares or terminated in accordance with its 
terms and the terms of the Plan.

8.    RESTRICTIONS.

All options granted under the Plan shall be subject to the requirement 
that, if at any time, the Committee shall determine, in its discretion, 
that the listing, registration or qualification of the shares subject to 
options granted under the Plan upon any securities exchange or under any 
state or federal law, or the consent or approval of any government 
regulatory body, is necessary or desirable as a condition of, or in 
connection with, the granting of such option or the issuance, if any, or 
purchase of shares in connection therewith, such option may not be 
exercised in whole or in part unless such listing, registration, 
qualification, consent or approval shall have been effected or obtained 
free of any conditions not acceptable to the Committee.

9.   NONASSIGNABILITY.

No option shall be assignable or transferable by the grantee except by 
will or by the laws of descent and distribution.  During the lifetime of 
the optionee, the option shall be exercisable only by him, and no other 
person shall acquire any rights therein.

10.    WITHHOLDING TAXES.

Whenever shares of Common Stock are to be issued under the Plan, the 
Company shall have the right to require the optionee to remit to the 
Company an amount sufficient to satisfy federal, state and local 
withholding tax requirements prior to the delivery of any certificate or 
certificates for such shares.

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11.    DEFINITION OF "FAIR MARKET VALUE".

For the purposes of this Plan, the term "fair market value," when used 
in reference to the date of grant of an option or the date of surrender 
of Common Stock in payment for the purchase of shares pursuant to the 
exercise of an option, as the case may be, shall be the last sale price 
in the NASDAQ National Market System on such date as published in the 
Wall Street Journal or if no report is available for such date, the next 
preceding date for which a report is available, provided that the last 
sale price on such preceding date is not less than 100% of the fair 
market value of the Common Stock on the date the option is granted.  If 
the Common Stock is hereafter listed on one or more securities 
exchanges, "fair market value" thereafter shall be the mean between the 
highest and the lowest sale prices of the Common Stock quoted in the 
Transactions Index of each such exchange as averaged with such mean 
price as reported on any and all other exchanges, as published in the 
Wall Street Journal and determined by the Committee, or if no sale price 
was quoted in any such Index for such date, then as of the next 
preceding date on which such sale price was quoted, provided that the 
mean on such preceding date is not less than 100% of the fair market 
value of the Common Stock on the date the option is granted.

ARTICLE II

STOCK OPTIONS

1.    AWARD OF STOCK OPTIONS.

Awards of stock options shall be made under the Plan under all the terms 
and conditions contained herein.  Each option granted under the Plan 
shall be evidenced by an option agreement duly executed on behalf of the 
Company and by the director to whom such option is granted, which option 
agreements may but need not be identical and shall comply with and be 
subject to the terms and conditions of the Plan.  Any option agreement 
may contain such other terms, provisions and conditions not inconsistent 
with the Plan as may be determined by the Committee.  The date on which 
any option is granted shall be the date of the Committee's authorization 
of such grant or such later date as may be determined by the Committee 
at the time such grant is authorized.

2.    TERM OF OPTIONS AND EFFECT OF TERMINATION.

Notwithstanding any other provision of the Plan, no option granted under 
the Plan shall be exercisable after the expiration of five years from 
the date of its grant.

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In the event that any outstanding option under the Plan expires by 
reason of lapse of time or otherwise is terminated for any reason, then 
the shares of the Common Stock subject to any such option which have not 
been issued pursuant to the exercise of the option shall again become 
available in the pool of shares for Common Stock for which options may 
be granted under the Plan.

3.    TERMS AND CONDITIONS OF OPTIONS.

Options granted pursuant to the Plan shall be evidenced by agreements in 
such form as the Committee shall from time to time determine, which 
agreements shall comply with the following terms and conditions.

A.    Number of Shares

Each option agreement shall state the number of shares to which the 
option pertains.

B.    Option Price

Each option agreement shall state the option price per share (or the 
method by which such price shall be computed).  The option price per 
share of options granted on the effective date of the Plan shall be 
$17.34 which is hereby determined to be equal to 100% of the fair market 
value of a share of Common Stock on August 21, 1995.  The option price 
per share of all other options granted under the Plan shall be equal to 
100% of the fair market value of a share of the Common Stock on the date 
such option is granted.

C.    Medium and Time of Payment

The option price shall be payable upon the exercise of an option in the 
legal tender of the United States.  Upon receipt of payment, the Company 
shall deliver to the optionee (or person entitled to exercise the 
option) a certificate or certificates for the shares of Common Stock to 
which the option pertains.

D.    Exercise of Options

Options granted under the Plan shall not be exercisable for a period of 
12 months after the date of grant.  Subject to the conditions stated 
herein and in the option agreements, options shall become exercisable in 
installments to the extent of one-quarter of the shares covered by the 
option on the date 12 months after the date of grant, an additional one-
quarter of the shares covered by the option on the date 24 months after 
the date of grant, an additional one-quarter of the shares covered by 
the option on the date 36 months after the date of grant, and the 

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remaining shares covered by the option on the date 48 months after the 
date of grant.  Shares entitled to be purchased but not so purchased 
during any period described in the foregoing sentences may be purchased 
during any subsequent period within the five-year term of the option.

To the extent that an option has become exercisable and subject to the 
restrictions and limitations set forth in this Plan and in the option 
agreement, it may be exercised in whole or in part or in such lesser 
amount as may be authorized by the option agreement, provided, however, 
that no option shall be exercised for fewer than ten shares.  If 
exercised in part, the unexercised portion of an option shall continue 
to be held by the optionee and may thereafter be exercised as herein 
provided.

E.    Termination of Directorship Except by Death

In the event any optionee shall cease to be a director of the Company 
for any reason other than his death, his option shall be exercisable, to 
the extent it was exercisable at the date he ceased to be a director, 
for a period of three months after such date, and shall then terminate.  
Such option may be exercised at any time within such three-month period 
and prior to the date on which the option expires by its term.

F.    Death of Optionee and Transfer of Option

If the optionee dies while a director of the Company, or within the 
three-month period after termination of such status during which he is 
permitted to exercise an option in accordance with Subsection 3(E) of 
this Article II, such option may be exercised at any time within one 
year after the optionee's death, but only to the extent the option was 
exercisable at the time of death.  Such option may be exercised at any 
time within such one-year period and prior to the date on which the 
option expires by its terms.  During such period, such option may be 
exercised by any person or persons designated by the optionee on a 
Beneficiary Designation Form adopted by the Committee for such purpose, 
or, if there is no effective Beneficiary Designation Form on file with 
the Committee, by the executors or administrators of the optionee's 
estate or by any person or persons who shall have acquired the option 
directly from the optionee by his will or the applicable law of descent 
and distribution.

ARTICLE III

RECAPITALIZATIONS AND REORGANIZATIONS

The number of shares of Common Stock covered by the Plan, the number of 
shares and price per share of each outstanding 

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option, and the number of shares subject to each grant provided for in 
Article I, Section 3 hereof shall be proportionately adjusted for any 
increase or decrease in the number of issued and outstanding shares of 
Common Stock resulting from a subdivision or consolidation of shares or 
the payment of a stock dividend or any other increase or decrease in the 
number of issued and outstanding shares of Common Stock effected without 
receipt of consideration by the Company.

If the Company shall be the surviving corporation in any merger or 
consolidation, each outstanding option shall pertain to and apply to the 
securities to which a holder of the same number of shares of Common 
Stock that are subject to that option would have been entitled.  A 
dissolution or liquidation of the Company, or a merger or consolidation 
in which the Company is not the surviving corporation, shall cause each 
outstanding option to terminate, unless the agreement of merger or 
consolidation shall otherwise provide; provided that, in the event such 
dissolution, liquidation, merger or consolidation will cause outstanding 
options to terminate, each optionee shall have the right immediately 
prior to such dissolution, liquidation, merger or consolidation to 
exercise his option in whole or in part without regard to any 
limitations on the exercisability of such option other than (i) the 
expiration date of the option, (ii) the limitation set forth in Section 
9 of Article I, and (iii) the ten share limitation set forth in Section 
3(D) of Article II.

To the extent that the foregoing adjustments relate to stock or 
securities of the Company, such adjustments shall be made by the 
Committee, whose determination in that respect shall be final, binding 
and conclusive.

The grant of an option pursuant to the Plan shall not affect in any way 
the right or power of the Company to make adjustments, 
reclassifications, reorganizations or changes of its capital or business 
structure or to merge or to consolidate or to dissolve, liquidate or 
sell, or transfer all or any part of its business or assets.

ARTICLE IV

MISCELLANEOUS PROVISIONS

1.    RIGHTS AS A SHAREHOLDER.

An optionee or a transferee of an option shall have no rights as a 
shareholder with respect to any shares covered by an option until the 
date of the receipt of payment (including any amounts required by the 
Company pursuant to Section 10 of Article I) by the Company.  No 
adjustment shall be made as to any 

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option for dividends (ordinary or extraordinary, whether in cash, 
securities or other property) or distributions or other rights for which 
the record date is prior to such date, except as provided in Article 
III.

2.    PURCHASE FOR INVESTMENT.

Unless the shares of Common Stock to be issued upon exercise of an 
option granted under the Plan have been effectively registered under the 
Securities Act of 1933 as now in force or hereafter amended, the Company 
shall be under no obligation to issue any shares of Common Stock covered 
by any option unless the person who exercises such option, in whole or 
in part, shall give a written representation and undertaking to the 
Company which is satisfactory in form and scope to counsel to the 
Company and upon which, in the opinion of such counsel, the Company may 
reasonably rely, that he is acquiring the shares of Common Stock issued 
to him pursuant to such exercise of the option for his own account as an 
investment and not with a view to, or for sale in connection with, the 
distribution of any such shares of Common Stock, and that he will make 
no transfer of the same except in compliance with any rules and 
regulations in force at the time of such transfer under the Securities 
Act of 1933, or any other applicable law, and that if shares of Common 
Stock are to be issued without such registration, a legend to this 
effect may be endorsed upon the securities so issued.

3.    OTHER PROVISIONS.

The option agreements authorized under the Plan shall contain such other 
provisions, including, without limitation, restrictions upon the 
exercise of the option or restrictions required by any applicable 
securities laws, as the Committee shall deem advisable.

4.    APPLICATION OF FUNDS.

The proceeds received by the Company from the sale of Common Stock 
pursuant to the exercise of the options will be used for general 
corporate purposes.

5.    NO OBLIGATION TO EXERCISE OPTION.

The granting of an option shall impose no obligation upon the optionee 
to exercise such option.