1999
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K/A

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

                   For the fiscal year ended December 31, 1999

                          Commission File Number 0-8664

                        Circle International Group, Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                   94-1740320
  -------------------------------                    ----------------
  (State of other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                 Identification Number)

             260 Townsend Street
         San Francisco, California                         94107-1719
 ----------------------------------------                  ----------
 (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. [ ]

     At March 27, 2000, the aggregate  market value of the  registrant's  Common
Stock held by non-affiliates of the registrant was approximately $403,454,315.
     At March 27, 2000, the number of shares outstanding of registrant's  Common
Stock was 17,597,932.

     The purpose of this  amendment  to the Form 10-K filed on March 30, 2000 is
to  provide  corrected  information  that  is  limited  to  Item  8 -  Financial
Statements and Supplementary  Data, Page F-1 "Consolidated  Income  Statements".
One  decimal  of the  account  total  related  to 1999  operating,  selling  and
administrative expenses was inadvertently omitted from page F-1 of the 1999 Form
10-K.


<PAGE>


                CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

                         CONSOLIDATED INCOME STATEMENTS
                    (in thousands, except per share amounts)

                                                    Year ended December 31,

                                                1999         1998         1997
                                                ----         ----         ----

Revenue                                     $ 814,077    $ 737,678    $ 716,989
Freight consolidation costs                   482,085      435,998      438,945
                                            ----------   ----------   ----------

Net revenue                                   331,992      301,680      278,044

Other costs and expenses:
    Salaries and related                      173,431      158,382      147,931
    Operating, selling and administrative     131,348      119,469       97,740
                                            ----------   ----------   ----------

Total other costs and expenses                304,779      277,851      245,671
                                            ----------   ----------   ----------

Income from operations                         27,213       23,829       32,373

Other income (expense):
    Interest income (expense), net               (304)       2,475        1,225
    Income from affiliates, net                 3,922        3,853        5,785
    Other, net                                  5,724        1,288        1,527
                                            ----------   ----------   ----------

    Total other income, net                     9,342        7,616        8,537
                                            ----------   ----------   ----------

Income before taxes                            36,555       31,445       40,910

Taxes on income                                13,343       12,930       14,578
                                            ----------   ----------   ----------

Net income                                   $ 23,212     $ 18,515     $ 26,332
                                            ==========   ==========   ==========

Net income per share:
    Basic                                      $ 1.35       $ 1.09       $ 1.57
                                            ==========   ==========   ==========
    Diluted                                    $ 1.34       $ 1.07       $ 1.53
                                            ==========   ==========   ==========

Weighted average common
shares outstanding:
    Basic                                      17,213       17,040       16,823
                                            ==========   ==========   ==========
    Diluted                                    17,365       17,260       17,191
                                            ==========   ==========   ==========

Dividends declared per share                   $ 0.27       $ 0.27       $ 0.27
                                            ==========   ==========   ==========



                 See Notes to Consolidated Financial Statements

                                       F-1
<PAGE>


                                   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: April 5, 2000

CIRCLE INTERNATIONAL GROUP, INC.

By:  /S/ David I. Beatson
    ----------------------------------------------
     David I. Beatson
     Chairman of the Board, President and Chief Executive Officer

      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 April 5, 2000.

            Signature                     Title

     /S/    David I. Beatson          Chairman of the Board, President and Chief
------------------------------------- Executive Officer (Principal Executive
     (David I. Beatson)               Officer)

     /S/    Janice Kerti              Senior Vice President, Chief Financial
------------------------------------- Officer and Treasurer (Principal Financial
     (Janice Kerti)                   Officer and Principal Accounting Officer)

     /S/    Wesley J. Fastiff         Director
-------------------------------------
     (Wesley J. Fastiff)

     /S/    Peter Gibert              Director
-------------------------------------
     (Peter Gibert)

     /S/    Edwin J. Holman           Director
-------------------------------------
     (Edwin J. Holman)

     /S/    John M. Kaiser            Director
-------------------------------------
     (John M. Kaiser)

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