<PAGE> 1


                                 1997
                  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

              For the fiscal year ended December 31, 1997


                     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                      (I.R.S. Employer
    of 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  5,  1998, the aggregate market value of the registrant's
Common Stock held by non-affiliates of the registrant was approximately
$350,668,265.
    At  March 5, 1998, the number of shares outstanding of registrant's
Common Stock was 16,243,689.

DOCUMENTS INCORPORATED BY REFERENCE

    Proxy  Statement dated April 1, 1998 - Part III of this  Form  10-K
(Items 10, 11, 12 and 13).


<PAGE> 2
                                PART I


ITEM 1  -  BUSINESS

General

    Circle  International Group, Inc. (formerly  known  as  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 distribution strategies.

    The  Company's  global  array  of services  benefits  customers  by
reducing overall international logistics costs and increasing the speed
and  reliability  of  the delivery of goods worldwide.  These  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   and
materials  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  300 offices, agents and distribution centers located in over  100
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  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".  On
May  13,  1997  the  Company changed its name to  Circle  International
Group,   Inc.  to  align  its  identity  with  that  of  its  operating
subsidiaries. Unless the context otherwise requires, references to  the
Company  or  Circle include Circle International 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,  1997  is
contained in Note 12 of the Notes to Consolidated Financial Statements.

<PAGE> 3

   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 each of the  three  years  in  the
period  ended  December 31, 1997. 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 distribution, warehousing, materials management, and  other
related  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.

<TABLE>
                                    Year Ended December 31,
                              1997            1996           1995
                              ----            ----           ----
                                         (in thousands)
<S>                      <C>             <C>             <C>
Revenue:
Air freight forwarding   $432,741  65%   $375,507  63%   $346,624  64%
Ocean freight forwarding  108,530  16%    103,095  17%     93,327  17%
Customs brokerage
    and other             127,786  19%    116,831  20%    102,377  19%
                         -------------   -------------   -------------
           Total         $669,057 100%   $595,433 100%   $542,328 100%
                         =============   =============   =============


Net Revenue:
Air freight forwarding   $ 97,866  37%   $ 93,686  38%   $ 87,747  40%
Ocean freight forwarding   37,101  14%     35,101  14%     31,687  14%
Customs brokerage
    and other             127,786  49%    116,831  48%    102,377  46%
                         -------------   -------------   -------------
           Total         $262,753 100%   $245,618 100%   $221,811 100%
                         =============   =============   =============
</TABLE>


Recent Developments

Acquisitions:
-------------

    The Company expanded its operations in 1997 by acquiring businesses
in  New Zealand and Kansas City, USA, entering into a joint venture  in
Turkey  (which  became operational in the first quarter of  1998),  and
opening  offices in Hungary, China, Finland and the Czech Republic.  It
also  purchased  all  of  the shares of its partner  in  Circle  Gilmex
International, a Belgium company.

    In  February  1997,  the Company combined its owned  operations  in
Thailand  with  Worldbridge International to form a new  joint  venture
company  called Circle Worldbridge International (Thailand), owned  55%
by  the Company. The purpose of this transaction was to increase market
share  in  Thailand  and  improve the  level  of  services  offered  to
customers in that market.

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.

<PAGE> 4

    The  Company is devoted to improving the automation of its services
in  order  to  support  the logistics needs of its customers,  increase
efficiency and enhance employee productivity. The Company's information
systems  allow  its  customers  to track  shipments  on  line,  produce
variance  reports and analyses helpful to managing their business,  and
provide an easy-to-use electronic mail communication system.

The Company has invested considerable effort on its EDI capabilities to
allow  electronic transmission of shipment documentation  according  to
customer  requirements. Additionally, the Company maintains a  web-site
through  which customers can track airfreight shipments.   The  Company
continues 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  and  Internet  tools  whenever
possible. New information systems initiatives include implementation of
purchased integrated accounting and operational software within Europe,
internally  developed  enhancements to the  Company's  global  tracking
systems, and assessment of new accounting and operational software  for
the Americas.

Year 2000:
----------

    The  Company is currently engaged in an enterprise wide project  to
upgrade  its information, accounting and operational computer  software
to provide a more integrated and cost effective means of conducting its
business. This process involves modifying or replacing certain hardware
or  software.  An  important factor in this  project  is  ensuring  the
software  programs  purchased or designed internally will  consistently
recognize the Year 2000. The Company anticipates that all hardware  and
software  which  is  integral to the Company's ability  to  effectively
operate  and manage its business will be replaced, modified or upgraded
by the Year 2000.

    The  Company is communicating with all of its significant suppliers
and  large customers to determine the extent to which the Company would
be  vulnerable to those parties' failure to remedy their own Year  2000
issues.  The Company can give no guarantees that the systems  of  other
companies  will be converted on time or that a failure  to  convert  by
another  company  would  not  have a material  adverse  effect  on  the
Company.

    The  Company  will utilize both internal and external resources  to
reprogram,   replace   and  test  software.  The  Company   anticipates
completing the project not later than September 1999, which is prior to
any  anticipated Year 2000 impact on its operating systems. The Company
is  currently  assessing  the  related overall  costs  and  determining
whether  such costs will be material to its financial position, results
of  operations or its cash flows. Purchased hardware and software  will
be capitalized in accordance with normal policy.

    The  costs  and  completion  date  of  the  project  are  based  on
management's best estimates. However, due to the interdependent  nature
of  worldwide  computer  systems, both internal  and  external  to  the
Company,  there  can  be no assurances that the  Company  will  not  be
adversely affected in the Year 2000.

Quality Initiatives:
--------------------

    In  key  global regions the Company maintains personnel focused  on
implementing quality initiatives to better serve customers'  needs  and
improve  internal  efficiencies. In 1996 and 1997 the Company  achieved
ISO  9002  certification at 32 major locations within the USA, covering
approximately  90%  of  our USA employee population.  The  Company  has
achieved  ISO 9001 or 9002 certifications in many locations  throughout
Europe,  South  Africa  and in the Asia-Pacific region.  The  Company's
customers increasingly demand ISO or similar quality certification, and
the  Company's quality initiatives improve its ability to  attract  and
retain business, and to identify ways to improve customer service.

Facilities:
-----------

   The Company continues to modernize and expand its facilities to meet
the increased need for distribution, materials management and warehouse
services.  In  1997,  the  Company expanded its  leased  facilities  in
Singapore,  China, the Philippines and the United Kingdom. The  Company
expanded  or  made  improvements to several of its existing  leased  or
owned facilities throughout the USA. In 1997, the Company entered  into
a  built  to  suit  lease for a 120,000 square foot facility  near  JFK
airport  in New York, which is expected to become operational in  1998.
Additional  new  facilities are anticipated in 1998 in continuation  of
the Company's facilities program.

<PAGE> 5

Description of Business

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   the
following:  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  management believes  gives  the  Company
increased flexibility to tailor its services to customer requirements.

     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, 1997.

<TABLE>
-----------------------------------------------------------------------
                                       Year ended December 31,
                                  1997          1996          1995
                                  ----          ----          ----
                              (in thousands, except per shipment data)
<S>                           <C>           <C>           <C>
As indirect carrier:
Revenue (1)                   $ 418,544     $ 359,532     $ 328,597
Revenue net of air freight
  consolidation costs (1)     $  83,669     $  77,710     $  69,720
Number of shipments                 493           383           375
Net revenue per shipment      $     170     $     203     $     186
Weight in kilos                 169,094       137,937       133,389
Kilos per shipment                  343           360           356


As airline agent:
Revenue (1)                   $  14,197     $  15,976     $  18,027
Number of shipments                 100           106           117
Net revenue per shipment      $     142     $     151     $     154
Weight in kilos                  30,517        32,119        35,887
Kilos per shipment                  305           303           307


-----------------------------------------------------------------------
<FN>

        (1) Management  believes  that  revenue,  net  of  air  freight
  consolidation costs, is a better measure for comparison  purposes  of
  the  above 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.

</FN>
</TABLE>

     During  1997,  the  Company's  principal  air  freight  forwarding
customers  were  shippers of computer, electronic and  high  technology
equipment,  automotive products, machinery and machine 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.  No
customer  accounted for more than 5% of the Company's net  air  freight
forwarding revenue in 1997.

<PAGE> 6

    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
1997,  the  Company derived approximately 85% 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. 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.

     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  1997,
the Company derived approximately 15% of its air freight forwarding net
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 55 major destinations in the United  States
and  in  about 250 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 facilitates the  payment
of  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.  Within the U.S. the  Company  employs  a
significant  number  of  personnel holding  individual  Customs  broker
licenses.

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

<PAGE> 7

    The  Company  works with importers to design cost-effective  import
programs that utilize the Company's distribution and logistics services
and  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.

    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 and the Company does not  have  a
fixed  fee schedule for customs brokerage services. Instead,  its  fees
are  generally  based  on  the  volume of  business  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.

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 manufacturing facilities  or
government installations. The Company does not own or operate ships  or
assume carrier responsibility, preferring to retain 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 1997, approximately 57% of the Company's net
ocean  freight  forwarding  revenue was  attributable  to  commissions,
forwarding fees, and associated ancillary services.

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,  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
1997,  this  service,  and associated ancillary  services,  contributed
approximately  43%  of  the  Company's  net  ocean  freight  forwarding
revenue.

<PAGE> 8

Distribution and Materials Management Services:
-----------------------------------------------

    The  Company  offers  a full range of customized  distribution  and
materials management services in connection with the transportation  of
cargo.  These 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 1997, the Company  continued  its
program   of   building  state-of-the-art  warehouse  and  distribution
facilities and new facilities projects are contemplated for  1998.  The
Company's  distribution  and  materials  management  services   include
inventory  control,  order processing, import/export  freight  staging,
protective  and  specialized  packing  and  crating,  pick   and   pack
operations, 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 the Company offers
to its customers.

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  integrated logistics. The Company also arranges  for  surety
bonds for importers as part of its customs brokerage activities.

Global Projects:
----------------

    The  Company has 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  provide on-site assistance, vessel chartering  services  and
consulting regarding large-scale project movements.

Trade Facilitation Services:
----------------------------

    The Company's wholly - owned subsidiary, Circle Trade Services Ltd.
("CTSL"), 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  them  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  with  a  global
network 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 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.

<PAGE> 9

    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 competes with large domestic
and foreign firms, as well as local and regional firms.

    For  several  years  the  Company has  offered  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.   This  assists  the
customer   in  creating  more  efficient  global  sourcing,  financing,
inventory  distribution,  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,   materials   management,   protective   packing,    vendor
coordination   and   purchase   order   processing,   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.

    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  its 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  employs  a
global  sales  team targeting multinational customers,  regional  sales
teams,  local sales professionals, the overseas assignments of  foreign
employees responsible for targeting specific trade lanes, and  the  use
of  foreign  agents. The Company also has Marketing  and  Global  Sales
departments  designed  to  support the Company's  sales  and  marketing
activities.

    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 and dial up visibility to a customer's shipments  via
the Internet also serve as important sales tools.

Employees

   As of December 31, 1997, the Company employed over 3,900 persons, of
whom approximately 775 were engaged in managerial and sales activities,
and  the  balance  were engaged in operations or  were  general  office
employees.

<PAGE> 10

Executive Officers

   The Company's executive officers are as follows:

  Name                Age               Position

Peter Gibert          55    Chairman of the Board, President and Chief
                            Executive Officer
Robert J. Diaz        55    Senior Vice President, Chief Financial
                            Officer and Treasurer
Kim E. Wertheimer     44    Vice President (and Executive Vice
                            President of Circle International, Inc.)
Robert H. Kennis      45    Vice President, Secretary and General
                            Counsel

    Mr.  Gibert assumed the position of 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. 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.  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.  Wertheimer  joined  the Company in  May  1991,  following  the
Company's acquisition of Sekin Transport International. In May 1995, he
was  elected Vice President of the Company and also serves as Executive
Vice  President  for  Circle  International,  Inc.   He  presently  has
management responsibilities for the Company's North American integrated
logistics  operations and leads logistics programs with major customers
on  a  worldwide  basis.  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.

    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, almost all freight forwarding  operations  and
customs  brokerage  offices are 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.

<PAGE> 11

    The  following table sets forth certain information as of  December
31,  1997 concerning the Company's domestic and foreign facilities  and
freight handling terminals.

<TABLE>
                                         Number of Facilities
                                 Owned           Leased          Total
                                 -----            -----          -----
<S>                               <C>              <C>            <C>

Domestic                           12               50             62
Foreign                            51              114            165
                                  ---              ---            ---
Total                              63              164            227
                                  ===              ===            ===

</TABLE>

   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  1997,  the aggregate rental  expense  for  all  of  the
Company's leased facilities was approximately $16.3 million.

    For further information concerning the Company's lease commitments,
see Note 5 of the Notes to Consolidated Financial Statements.


ITEM 3  - LEGAL PROCEEDINGS

     The  Company  is  party  to  routine litigation  incident  to  its
business,  primarily relating to claims for goods lost  or  damaged  in
transit  or  improperly  shipped. Many 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
and  it  is management's opinion that the resolution of such litigation
will  not  have a material adverse effect on the Company's consolidated
financial statements taken as a whole.

    During  1997, the Company successfully concluded all of the  audits
with the Internal Revenue Service for the years 1986 through 1992, with
no material effect on the financial statements.


ITEM 4  - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   Inapplicable.

<PAGE> 12
                                PART II

ITEM 5  - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
          HOLDER MATTERS

   The  Company's  common stock is traded over the  counter  under  the
symbol  CRCL. The following table sets forth the closing prices in  the
NASDAQ  national market system for the Company's common stock  for  the
calendar periods indicated, as reported by NASDAQ.

<TABLE>

                    High             Low
                    ----             ----
<S>                 <C>              <C>
1997
Fourth Quarter    $ 32.38          $ 22.94
Third Quarter     $ 31.38          $ 24.88
Second Quarter    $ 27.75          $ 21.63
First Quarter     $ 23.50          $ 21.00


1996
Fourth Quarter    $ 25.75          $ 20.50
Third Quarter     $ 21.88          $ 18.50
Second Quarter    $ 23.00          $ 17.00
First Quarter     $ 19.25          $ 16.50

</TABLE>

As  of  March 2, 1998, the approximate number of stockholders of record
of  the  Company's common stock, excluding stockholders whose stock  is
held as nominee or in street name by brokers, was 371.

Dividends Declared
Dividends declared per common share during 1997 and 1996 were:

1997                    1996
----                    ----

June 30      $ .135     June 24       $ .120
December 15    .135     December 20     .120

The  Board of Directors considers payment of cash dividends on a  semi-
annual  basis  subject to the availability of earnings,  the  financial
condition of the Company and other relevant factors.

<PAGE> 13

<TABLE>


ITEM 6  - SELECTED FINANCIAL DATA

                   Circle International Group, Inc. and Subsidiaries
                  (in thousands except per share and employee amounts)


                                 Year Ended December 31,

                 1997           1996           1995           1994           1993
                 ----           ----           ----           ----           ----
<S>              <C>            <C>            <C>            <C>            <C>
Revenue:
Air freight
forwarding   $432,741  65%  $375,507  63%  $346,624  64%  $313,012  67%  $282,031  66%
Ocean
freight
forwarding    108,530  16%   103,095  17%    93,327  17%    78,842  17%    85,841  20%
Customs
brokerage
and other     127,786  19%   116,831  20%   102,377  19%    77,694  16%    62,066  14%
             -------------  -------------  -------------  -------------  -------------
             $669,057 100%  $595,433 100%  $542,328 100%  $469,548 100%  $429,938 100%
             =============  =============  =============  =============  =============

Net Revenue:
Air freight
forwarding   $ 97,866  37%  $ 93,686  38%  $ 87,747  40%  $ 87,467  45%  $ 86,322  47%
Ocean
freight
forwarding     37,101  14%    35,101  14%    31,687  14%    28,978  15%    34,065  19%
Customs
brokerage
and other     127,786  49%   116,831  48%   102,377  46%    77,694  40%    62,066  34%
             -------------  -------------  -------------  -------------  -------------
             $262,753 100%  $245,618 100%  $221,811 100%  $194,139 100%  $182,453 100%
             =============  =============  =============  =============  =============

Income from
operations   $ 31,842       $ 29,538       $ 27,229       $ 23,739       $ 15,166
Net
income(A)      25,871         21,615         18,872         16,706         19,094
Net income
per share (B):
  Basic (A)      1.61           1.36           1.18           1.02           1.15
  Diluted (A)    1.58           1.34           1.16           1.01           1.15
Dividends
declared
per share         .27            .24            .22            .21            .20

At December 31:
Working
capital      $ 97,461       $ 71,666       $ 73,007       $ 42,674       $ 32,241
Marketable
securities      1,284          7,799         36,544         41,660         47,869
Total
assets        421,820        393,330        336,743        324,464        302,920
Long-term
obligations    27,702         28,963         30,053         31,867         22,561
Stockholders'
equity        199,478        181,744        165,456        151,349        145,175
Number of
employees       3,910          3,607          3,214          3,150          3,025

<FN>

(A)   1993  includes  an  after-tax gain  on  the  sale  of  an  equity
      investment of $2.9 million ($0.17 per share) and an after tax gain
      on the  sale  of real property in Hong Kong of $1.8 million
      ($0.11  per share).

(B)   Net income per share amounts have been restated to reflect  the
      adoption of Statement of Financial Accounting Standards No. 128.
      See Note 1 of Notes to Consolidated Financial Statements.

</FN>
</TABLE>

<PAGE> 14

ITEM  7   - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

   The following discussion contains certain forward-looking statements
reflecting  the  Company's current expectations that are  dependent  on
certain  risks  and  uncertainties including but not  limited  to  such
factors  as  market demand, pricing, risks associated  with  operations
outside  of the U.S., changing economic conditions, the effect  of  the
Company's  accounting policies and other risk factors detailed  herein.
There can be no assurances that the Company's actual future performance
will  meet  such expectations. There may also be important,  unforeseen
risks not described herein.

Results of Operations:
1997 versus 1996
----------------

Revenue in 1997 increased by $73.6 million or 12% over 1996:

   Air freight revenue increased by $57.2 million or 15% over 1996 as a
result  of  revenue increases in Asia and the Americas. Increases  were
due to higher kilo volumes and increased number of consolidation export
shipments,  offset slightly by lower direct agency shipments.  This  is
due to shifting more share of the business to consolidations and higher
kilo global accounts. Management believes this strategy will result  in
the ability to expand the range of services sold in the future.

    Customs  brokerage  and other revenue, which includes  warehousing,
distribution and other fee based services, increased $11.0  million  or
9%  over 1996.  The improvement was a result of increases in the number
of  customs  entries  processed  and in  warehousing  and  distribution
services.

    Ocean freight revenue increased $5.4 million or 5% over 1996  as  a
result of an increase in the number of shipments in the Americas.

Net revenue in 1997 increased by $17.1 million or 7% over 1996:

    Air freight net revenue increased $4.2 million or 4% over the prior
year  due  to  an increase in the number of shipments in Asia  and  the
Americas. Significant volume increases in these regions were offset  by
fewer  direct  agency  shipments and downward  pressure  on air freight
yields as a result of intense competition.

    Ocean freight net revenue increased $2 million or 6% over the prior
year as a result of an increase in the number of shipments.

   The net revenue increase of $17.1 million included a negative impact
from  foreign  exchange  of approximately $6.8 million  resulting  from
converting  foreign currency into U.S. Dollars for financial  reporting
purposes.

Salaries and related costs increased $4.3 million or 3% over the  prior
year  as  a  result  of an increase in the number of employees  due  to
increased business, but declined as a percentage of net revenue due  to
administrative cost controls and productivity initiatives.

Operating, selling and administrative costs increased $10.5 million  or
13%  as  a  result  of  costs related to processing higher  transaction
volumes  and  increases  in  occupancy  expense  on  additional  leased
facilities.  New facilities have been added to support  the  growth  in
warehousing and distribution services.

Other  income  -  net  increased $3.3 million or 63%  from  prior  year
primarily due to strong earnings from our unconsolidated affiliates and
higher  foreign  exchange gains resulting from U.S. dollar  denominated
transactions  in  Asia.  These gains were partially  offset  by  higher
minority  partner  expense  associated  with  our  consolidated   joint
ventures  as well as lower interest income and higher interest  expense
due  to  the  sale of marketable securities during 1996 and  additional
debt  incurred  in  the third quarter of 1996 to  acquire  40%  of  TDS
Logistics, Inc.

The  effective income tax rates for 1997 and 1996 were 35.9% and 37.9%,
respectively.  The  Company's effective  tax  rate  fluctuates  due  to
changes  in foreign tax rates and regulations and the level of  pre-tax
profit  in foreign countries. In 1997, the Company benefited  from  the
favorable  resolution  of IRS audits of the years  1986  through  1992,
resulting in net refunds in excess of amounts previously anticipated.

<PAGE> 15

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

1996 versus 1995
----------------

Revenue in 1996 increased by $53.1 million or 10% over 1995:

    Air freight revenue increased by $28.9 million or 8% over 1995 as a
result  of  revenue  increases from North America,  Europe,  and  South
Pacific. The increase resulted primarily from an increase in the number
of  shipments  in  these regions, but was offset  by  declines  in  the
business  where  the Company acts as airline agent  for  customers  and
declines in the average revenue per kilo, due to shifting more share of
the  business  to  consolidations  and  higher  kilo  global  accounts.
Management believes this strategy will result in the ability to  expand
the range of services sold in the future.

    Customs  brokerage  and other revenue, which includes  warehousing,
distribution and other fee based services, increased $14.5  million  or
14%  over 1995.  The improvement was a result of an increase in  import
related services, warehousing and distribution services, as well as  an
increase  in the number of customs entries processed.  These  increases
included  the  impact  of  the acquisition  of  the  customer  list  of
Celadon/Jacky   Maeder,  Ltd.,  a  U.S.  based  international   freight
forwarder and customs brokerage company.

    Ocean freight revenue increased $9.8 million or 10% over 1995 as  a
result  of  an  increase in the number of shipments  in  Asia  and  the
Americas.

Net revenue in 1996 increased by $23.8 million or 11% over 1995:

    Air freight net revenue increased $5.9 million or 7% over the prior
year due to an increase in revenue per shipment and improvements in air
freight  yield  in the Middle East, South Pacific and  parts  of  Asia.
However,  the Company continues to experience yield pressures in  other
regions, as the available lift capacity is not as profitable in all the
trade lanes where kilos are growing.

    Ocean  freight net revenue increased $3.4 million or 11%  over  the
prior year as a result of yield increases in Latin America, Middle East
and  Asia.   The increase is offset by a slight reduction in yields  in
other regions.

Salaries  and  related costs increased $13.3 million or  11%  over  the
prior  year as a result of an increase in the number of employees hired
to   serve   new   customers,  and  due  to  increased  business   from
acquisitions.   Salaries as a percentage of net revenue are  consistent
with prior year levels.

Operating,  selling and administrative costs increased $8.2 million  or
11% as a result of processing higher transaction volumes and additional
occupancy costs of new facilities and facilities sold and leased  back.
New facilities have been added to support the growth in warehousing and
distribution services.

Other  income  -  net  increased $1.9 million or 59%  from  prior  year
primarily  as  a  result of higher equity earnings from  unconsolidated
affiliates, lower interest expense due to lower average debt during the
year, and foreign currency losses on the Japanese Yen in 1995 that  did
not  recur  in  1996.  In order to minimize this type of risk,  in  the
latter  part  of  1995  the Company implemented a hedging  program  for
certain  foreign  currency  payables.   The  proceeds  from  sales   of
marketable  securities were used for the acquisition of TDS  Logistics,
Inc. and other corporate purposes.

The  effective income tax rates for 1996 and 1995 were 37.9% and 38.2%,
respectively.  The  Company's effective  tax  rate  fluctuates  due  to
changes  in foreign tax rates and regulations and the level of  pre-tax
profit in foreign countries.

<PAGE> 16

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

Liquidity and Capital Resources:
1997 and 1996
-------------

     Commercial paper issued and outstanding at the end of 1997 was $25
million  which is supported by a $40 million back-up facility  line  of
credit.  In  addition, the Company had short term and long  term  notes
payable totaling $5.5 million and $11.7 million at the end of 1997  and
1996,  respectively.  At December 31, 1997 the Company  had  authorized
borrowing  capacity  of  $50 million, of which  $25  million  had  been
utilized.  Management believes its borrowing capacity  is  adequate  to
supplement  cash  flows from operations, fund its capital  expenditures
and pay dividends.

      Net  cash  provided  by operating activities increased  to  $33.1
million  in 1997 from $30.8 million in 1996.  The Company continues  to
augment  its  reporting,  training and measurement  systems  that  were
designed  to  improve the Company's trade working capital position  and
cash  flow  from operations in relation to its increase in billings  to
customers.  The Company believes these efforts continue to improve  the
Company's ability to generate cash.

     Capital  expenditures for 1997 and 1996 were $14 million  and  $21
million,   respectively,   representing  investments   in   information
technology  and investments in new facilities. The Company  expects  to
incur  capital  expenditures  in 1998 at  levels  comparable  to  1997,
depending on lease vs. buy opportunities.

     The  semi-annual dividend if $0.120 per share declared in December
1996 was paid in the first quarter of 1997 for a total of $1.9 million.
The  Board of Directors authorized an increase in the semi-annual  cash
dividend  from  $0.120  to $0.135 per share on  June  30,  1997.  Total
dividends paid to common shareholders for the 12 months ended  December
31, 1997 were $4.1 million.

     During the year ended December 31, 1997, the Company received $7.6
million  in tax refunds and accrued interest from the Internal  Revenue
Service relating to the settlement of numerous issues through 1992. The
majority of these tax refunds had been anticipated.

      The  Company  makes significant disbursements on  behalf  of  its
customers for transportation costs and customs duties. The billings  to
customers  for these disbursements, which are several times the  amount
of  revenue and fees derived from these transactions, are not  recorded
as revenue and expense on the Company's income statement.

Year 2000:

      The Company is currently engaged in an enterprise wide project to
upgrade  its information, accounting and operational computer  software
to provide a more integrated and cost effective means of conducting its
business. This process involves modifying or replacing certain hardware
or  software.  An  important factor in this  project  is  ensuring  the
software  programs  purchased or designed internally will  consistently
recognize the Year 2000. The Company anticipates that all hardware  and
software  which  is  integral to the Company's ability  to  effectively
operate  and manage its business will be replaced, modified or upgraded
by the Year 2000.

    The  Company is communicating with all of its significant suppliers
and  large customers to determine the extent to which the Company would
be  vulnerable to those parties' failure to remedy their own Year  2000
issues.  The Company can give no guarantees that the systems  of  other
companies  will be converted on time or that a failure  to  convert  by
another  company  would  not  have a material  adverse  effect  on  the
Company.

    The  Company  will utilize both internal and external resources  to
reprogram,   replace   and  test  software.  The  Company   anticipates
completing the project not later than September 1999, which is prior to
any  anticipated Year 2000 impact on its operating systems. The Company
is  currently  assessing  the  related overall  costs  and  determining
whether  such costs will be material to its financial position, results
of  operations or its cash flows. Purchased hardware and software  will
be capitalized in accordance with normal policy.

    The  costs  and  completion  date  of  the  project  are  based  on
management's best estimates. However, due to the interdependent  nature
of  worldwide  computer  systems, both internal  and  external  to  the
Company,  there  can  be no assurances that the  Company  will  not  be
adversely affected in the Year 2000.

<PAGE> 17

ITEM  7A  -  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Not yet applicable.

ITEM 8    -  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The  information required by this item is set forth  at  the  pages
indicated in Item 14(a) of this Annual Report.

ITEM  9   -  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE

   Inapplicable.

                               PART III

ITEM 10   -  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The  information required by this item is incorporated by reference
from  the sections of the Company's Proxy Statement dated April 1, 1998
entitled "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  the sections of the Company's Proxy Statement dated April 1, 1998
entitled  "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  the section of the Company's Proxy Statement dated April 1,  1998
entitled "Ownership of Management and Principal Stockholders".

ITEM 13   -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The  information required by this item is incorporated by reference
from  the sections of the Company's Proxy Statement dated April 1, 1998
entitled  "Transactions  with the Company" and "Compensation  Committee
Interlocks and Insider Participation".

<PAGE> 18
                                PART IV

ITEM  14   - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS  ON
             FORM 8-K

(a) The following are filed as part of this report:

                                                                   PAGE
    (1) (2)Consolidated Financial Statements of the Company:

           Consolidated Income Statements for the years ended
           December 31, 1997, 1996 and 1995                         F-1

           Consolidated Balance Sheets, December 31, 1997 and 1996  F-2

           Consolidated Statements of Stockholders' Equity
           for the years ended December 31, 1997, 1996, and 1995    F-3

           Consolidated Statements of Cash Flows for the years
           ended December 31, 1997, 1996, and 1995                  F-4

           Notes to Consolidated Financial Statements        F-5 - F-16

           Independent Auditors' Report                            F-17


    (3)    Exhibits: See the attached Exhibit Index on pages 19 and 20.


(b) Form 8-K:

    No  reports  on  Form 8-K were filed during the 12  months  ended
    December 31, 1997.



<PAGE> 19

                             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.)

3.1.2    Certificate of Amendment to Certificate of
         Incorporation dated May 13, 1997.                        39

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.)

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
         reincorporation 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.)

10.3     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.)

10.4     Agreement and Plan of Reorganization 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.)

<PAGE> 20

Exhibit
Number   EXHIBIT                                                 PAGE
------   -------                                                 ----

10.4.1   Amendments to May 1991 Employment Agreement of Peter
         Gibert (Incorporated by reference to Exhibit 10.4.1 to
         Annual Report on Form 10-K for the fiscal year ended
         December 31, 1995.) *

10.4.2   Amendment dated October 27, 1997 to Employment
         Agreement of Peter Gibert *                              40

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

10.9.1   Amendment No. 1 to 1994 Omnibus Equity Incentive Plan
         (Incorporated by reference to Exhibit 10.11.1 to Annual
         Report on Form 10-K for fiscal year ended December 31,
         1995.) *

10.10    1995 Stock Option Plan For Non-Employee Directors
         (Incorporated by reference to Exhibit 10.12 to Annual
         Report on Form 10-K for the fiscal year ended
         December 31, 1995.) *

10.11    Employment Agreement with Kim Wertheimer (Incorporated
         by reference to Exhibit 10.13 to Annual Report on
         Form 10-K for the fiscal year ended December 31, 1995.) *


10.12    Agreement dated July 31, 1997 with Steven Leonard *      42

11.1     Computation of Earnings per Share                        44

21.1     List of Subsidiaries                                     45

23.1     Consent of Deloitte & Touche LLP                         46

27       Financial Data Schedule                                  47

____________________________

*    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.

<PAGE> 21

                              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 5, 1998

CIRCLE INTERNATIONAL GROUP, INC.


By:  /S/ Peter Gibert
  ----------------------------------------------
   Peter Gibert
   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 March 5, 1998.

          Signature                       Title

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

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

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

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

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

   /s/    John M. Lillie               Director
------------------------------
   (John M. Lillie)

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

   /s/    Frank J. Wezniak             Director
------------------------------
   (Frank J. Wezniak)

<PAGE> F-1

<TABLE>

          CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

                   CONSOLIDATED INCOME STATEMENTS
               (in thousands except per share amounts)


                                         Year ended December 31,
                                   1997         1996         1995
                                   ----         ----         ----
<S>                                 <C>          <C>          <C>

Revenue                         $ 669,057    $ 595,433    $ 542,328
Freight consolidation costs       406,304      349,815      320,517
                                ---------    ---------    ---------
Net revenue                       262,753      245,618      221,811

Other costs and expenses:
   Salaries and related           137,525      133,228      119,967
   Operating, selling
     and administrative            93,386       82,852       74,615
                                ---------    ---------    ---------
Total other costs
   and expenses                   230,911      216,080      194,582
                                ---------    ---------    ---------

Income from operations             31,842       29,538       27,229

Other income-net                    8,535        5,252        3,307
                                ---------    ---------    ---------

Income before taxes                40,377       34,790       30,536

Taxes on income                    14,506       13,175       11,664
                                ---------    ---------    ---------
Net income                      $  25,871    $  21,615    $  18,872
                                =========    =========    =========

Net income per share:
   Basic                        $    1.61    $    1.36    $    1.18
                                =========    =========    =========
   Diluted                      $    1.58    $    1.34    $    1.16
                                =========    =========    =========
Weighted average common
shares outstanding:
   Basic                           16,052       15,900       16,021
                                =========    =========    =========
   Diluted                         16,420       16,155       16,255
                                =========    =========    =========

</TABLE>

[FN]

See Notes to Consolidated Financial Statements

<PAGE> F-2

<TABLE>

          CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS
                 (in thousands except share amounts)


                                                   December 31,
                                                1997         1996
                                                ----         ----
<S>                                              <C>          <C>
Assets
Current assets:
   Cash and equivalents                      $  16,873    $  31,522
   Short-term investments                       34,494        6,469
   Trade Receivables, less allowance
     for doubtful accounts of:
     1997, $6,964; 1996, $4,970                212,114      196,070
   Other receivables                             4,954        5,616
   Other current assets                         11,261        8,993
                                             ---------    ---------
      Total current assets                     279,696      248,670

Property:
   Land                                         14,021       14,564
   Buildings and improvements                   56,164       56,812
   Equipment and furniture                      69,329       68,137
                                             ---------    ---------
      Total                                    139,514      139,513
   Less accumulated depreciation               (65,523)     (62,171)
                                             ---------    ---------
      Property - net                            73,991       77,342

Marketable securities available for sale         1,284        7,799
Investments in unconsolidated affiliates        40,487       34,489
Goodwill, net                                   22,014       20,028
Other assets                                     4,348        5,002
                                             ---------    ---------
      Total assets                            $421,820     $393,330
                                             =========    =========
Liabilities and Stockholders' Equity
Current liabilities:
   Notes payable to banks                     $  2,847    $   7,731
   Trade payables                              142,559      134,272
   Accrued salaries and related costs           11,217       11,485
   Dividends payable                             2,189        1,912
   Income taxes payable                          6,660        6,082
   Other liabilities                            16,763       15,522
                                             ---------    ---------
      Total current liabilities                182,235      177,004

Deferred income taxes                           12,405        5,619
Long-term notes payable                         27,702       28,963
Commitments and contingencies                      -            -

Stockholders' equity:
   Preferred stock, $1 par:
      shares authorized, 1,000,000                 -            -
   Common stock, $1 par:
      shares authorized, 40,000,000;
      shares issued and outstanding
      (including treasury shares )
      1997, 16,234,011; 1996, 16,392,848        28,400       22,627
   Treasury stock, at cost:
      1996, 500,000 shares                         -         (8,947)
   Retained earnings                           186,576      173,224
   Unrealized loss in value
      of marketable securities, net                 (9)        (407)
   Cumulative translation adjustments          (15,489)      (4,753)
                                             ---------    ---------
      Total stockholders' equity               199,478      181,744
                                             ---------    ---------
      Total liabilities and
          stockholders' equity                $421,820     $393,330
                                             =========    =========
</TABLE>

[FN]

See Notes to Consolidated Financial Statements

<PAGE> F-3

<TABLE>

                             CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                    (in thousands except share amounts)

                            For the years ended December 31, 1997, 1996 and 1995

                                                                                   Unrealized
                                                                                   Change in
                         Common Stock       Treasury Stock             Cumulative   Value of     Total
                         ------------      --------------    Retained Translation  Marketable Stockholders'
                       Shares    Amount    Shares    Amount  Earnings Adjustments  Securities    Equity
----------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>         <C>     <C>        <C>        <C>         <C>         <C>
Balance
December 31, 1994  16,132,678  $ 18,600       -    $   -     $140,063   $ (4,657)   $ (2,657)   $151,349
Net income                -         -         -        -       18,872        -           -        18,872
Cash dividends
 ($.22 per share)         -         -         -        -       (3,508)       -           -        (3,508)
Exercise of
 stock options,
 including tax
 benefit              117,991     1,356       -        -          -          -           -         1,356
Purchase of
 treasury stock           -         -    (287,000)  (4,890)       -          -           -        (4,890)
Change in the
 value of
 marketable
 securities, net          -         -         -        -          -          -         1,851       1,851
Foreign currency
 translation              -         -         -        -          -          426         -           426
                  --------------------------------------------------------------------------------------
Balance
December 31, 1995  16,250,669  $ 19,956  (287,000) $(4,890)  $155,427   $ (4,231)   $   (806)   $165,456
Net income                -         -         -        -       21,615        -           -        21,615
Cash dividends
 ($.24 per share)          -        -         -        -       (3,818)       -           -        (3,818)
Issuance of stock
 for acquisition       20,469       496       -        -          -          -           -           496
Exercise of
 stock options,
 including tax
 benefit              121,710     2,175       -        -          -          -           -         2,175
Purchase of
 treasury stock           -         -    (213,000)  (4,057)       -          -           -        (4,057)
Change in the
 value of
 marketable
 securities, net          -         -         -        -          -          -           399         399
Foreign currency
 translation              -         -         -        -          -         (522)        -          (522)
                  --------------------------------------------------------------------------------------
Balance
December 31, 1996  16,392,848  $ 22,627  (500,000) $(8,947)  $173,224   $ (4,753)   $   (407)   $181,744
Net income                -         -         -        -       25,871        -           -        25,871
Cash dividends
 ($.27 per share)         -         -         -        -       (4,363)       -           -        (4,363)
Issuance of stock
 for acquisition       32,958       785       -        -          -          -           -           785
Issuance of
 Restricted Stock      24,615       626       -        -          -          -           -           626
Exercise of
 stock options,
 including
 tax benefit          283,590     5,153       -        -          -          -           -         5,153
Retirement of
 Treasury Stock      (500,000)     (791)  500,000    8,947     (8,156)       -           -           -
Change in the
 value of
 marketable
 securities, net          -         -         -        -          -          -           398         398
Foreign currency
 translation              -         -         -        -          -      (10,736)        -       (10,736)
                  --------------------------------------------------------------------------------------
Balance
December 31, 1997  16,234,011  $ 28,400       -        -     $186,576   $(15,489)   $     (9)   $199,478
                  ======================================================================================

</TABLE>

[FN]

See Notes to Consolidated Financial Statements

<PAGE> F-4

<TABLE>

          CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands)

                                                      Year ended December31,
                                                    1997        1996        1995
                                                    ----        ----        ----
<S>                                                  <C>         <C>         <C>
Operating activities:
  Net income                                     $ 25,871    $ 21,615    $ 18,872
  Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                  11,930      11,730      10,700
    Provision for doubtful accounts                 4,355       2,767       3,130
    Deferred income taxes                           6,531      (1,527)        653
    Gains on sales of real property,
       investment and equipment                      (613)     (1,153)       (911)
    Equity in undistributed earnings
       of affiliates                               (5,785)     (1,062)       (947)
    Minority interest                               1,286         456         268
    Other                                             -           456         461
    Net effect of changes in:
       Trade receivables                          (18,086)    (31,759)    (18,862)
       Other receivables                              788      (1,168)        670
       Other current assets                        (1,621)     (1,935)     (1,967)
       Trade payables                               7,832      28,301       8,225
       Other liabilities                              593       4,124       1,949
                                                 ---------   ---------   ---------
Net cash provided by operating activities          33,081      30,845      22,241

Investing activities:
  Proceeds from sales of property                   1,468       9,231      19,720
  Proceeds from sales of marketable securities      6,669      29,225       7,108
  Purchases of marketable securities                  (26)       (655)        -
  Short-term investments - net                    (27,527)      5,327      (8,482)
  Capital expenditures                            (14,144)    (21,019)    (12,690)
  Acquisitions of businesses                       (3,731)    (41,276)     (2,772)
  Other                                              (111)       (207)         11
                                                 ---------   ---------   ---------
Net cash provided by (used in)
  investing activities                            (37,402)    (19,374)      2,895

Financing activities:
  Repayment of long-term notes payable - net       (1,261)     (1,090)     (1,814)
  Increase (decrease) in notes payable             (4,884)      4,833     (11,487)
  Payments of dividends                            (4,085)     (3,729)     (3,551)
  Proceeds from exercise of stock options           4,360       1,679       1,206
  Common stock repurchase                             -        (4,057)     (4,890)
                                                 ---------   ---------   ---------
Net cash used in financing activities              (5,870)     (2,364)    (20,536)
Effect of exchange rate changes on cash            (4,458)        (24)       (296)
                                                 ---------   ---------   ---------
Increase (decrease) in cash and equivalents       (14,649)      9,083       4,304
Cash and equivalents at beginning of year          31,522      22,439      18,135
                                                 ---------   ---------   ---------
Cash and equivalents at end of year              $ 16,873    $ 31,522    $ 22,439
                                                 =========   =========   =========

Supplemental Cash Flow Information:
  Cash paid for interest                         $  2,821    $  2,649    $  3,448
                                                 =========   =========   =========
  Cash paid for income taxes                     $  6,604    $ 12,748    $ 10,246
                                                 =========   =========   =========
  Non-cash transactions:
    Issuance of stock for acquisitions           $    785    $    496    $    -
                                                 =========   =========   =========

</TABLE>

[FN]

See Notes to Consolidated Financial Statements

<PAGE> F-5

          CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Significant Accounting Policies

Nature  of  Operations  -  Circle  International  Group,  Inc.   (the
Company),  is  an international transportation and logistics  service
provider.  Effective in May 1997, the Company changed its  name  from
the  Harper  Group,  Inc.  to Circle International  Group,  Inc.  The
Company's  services  are provided through its  network  of  over  300
offices,  distribution  centers,  and  agents  located  in  over  100
countries  on  six  continents.  The  Company's  principal  lines  of
business  are  air  freight  forwarding,  ocean  freight  forwarding,
customs   brokerage  and  value  added  services  in  the   materials
management  area, such  as warehousing, distribution  and  insurance.
The  principal  markets for all lines of business are North  America,
Europe  and  the Far East with significant operations in  the  Middle
East, Latin America and the South Pacific (see Note 12).

Use  of  Estimates  -  The  preparation of  financial  statements  in
conformity  with  generally accepted accounting  principles  requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and  liabilities  at  the date of the financial  statements  and  the
reported  amounts  of  revenues  and expenses  during  the  reporting
period. Actual results could differ from those estimates.

Risk  Factors   -   The Company's operations are influenced  by  many
factors,  including  economic  and political  conditions  around  the
world, international laws, and currency exchange rates. The impact of
these risk factors is reduced by having customers in a wide range  of
industries located throughout the world.

Principles of Consolidation - The accompanying consolidated financial
statements include Circle International Group, Inc. and its majority-
owned subsidiaries. Investments in 50% or less owned affiliates  over
which the Company has significant influence are accounted for by  the
equity  method  (see Note 10). All significant intercompany  balances
and transactions have been eliminated.

Cash  and  Equivalents include demand deposits and  investments  with
original maturities of three months or less.

Short-term  Investments include deposits of cash in interest  bearing
securities which have original maturities of greater than 90 days and
less than one year. Such investments are classified as available  for
sale and the carrying value approximates fair value.

Trade Receivables include disbursements made by the Company on behalf
of  its  customers for transportation costs and customs duties.   The
billings  to  customers for these disbursements,  which  are  several
times the amount of revenue and fees derived from these transactions,
are  not  recorded  as  revenue and expense on the  Company's  income
statement.   Management establishes reserves based  on  the  expected
ultimate recovery of these receivables. Write-offs during 1997,  1996
and   1995   were  $2.4  million,  $2.6  million  and  $2.7   million
respectively.

Property  and Equipment are stated at cost. Depreciation is  computed
principally  by  the  straight-line method  at  rates  based  on  the
estimated useful lives of the various classes of property as follows:
building, 20-50 years; leasehold improvements, life of the  lease  or
estimated  useful  life  if shorter; equipment  and  furniture,  3-10
years.

Goodwill,  representing the excess of purchase price  over  the  fair
value  of  net assets acquired, is being amortized on a straight-line
basis  over  the period of expected benefit not exceeding  40  years.
The  carrying value of goodwill is reviewed periodically based on the
projected  undiscounted cash flows of the related business unit  over
the  remaining  amortization  period.   If  the  cash  flow  analysis
indicates  that  the goodwill is not recoverable, the carrying  value
will  be  reduced by the estimated shortfall of the cash  flows.   No
reduction in goodwill was necessary for 1997 and 1996.

<PAGE> F-6

Impairment  of Long-Lived Assets - Statement of Financial  Accounting
Standards  ("SFAS")  No.121, "Accounting for the Impairment  of  Long
Lived   Assets",  requires  that  long-lived  assets,   and   certain
identifiable  intangibles related to those  assets  be  reviewed  for
impairment whenever events or changes in circumstances indicate  that
the  carrying amount of an asset may not be recoverable.   Management
believes  that  there  is no impairment of long-lived  assets  as  of
December 31, 1997.

Revenue  Recognition  - Revenue and freight consolidation  costs  are
recognized  at the time the freight departs the terminal  of  origin.
Customs  brokerage and other revenue are recognized  upon  completing
the documents necessary for customs clearance.

Revenue  realized  as  an indirect air carrier or  an  ocean  freight
consolidator includes the direct carrier's charges to the Company for
carrying  the shipment. Revenue realized in other capacities includes
only the commissions and fees received.

Net  Income  per Share - In the fourth quarter of 1997,  the  Company
adopted  SFAS No. 128, "Earnings Per Share", which requires that  net
income  per  share  be presented on both a basic and  diluted  basis.
Basic  earnings per share is computed by dividing net income  by  the
weighted  average  number  of common shares  outstanding  during  the
period.  Diluted net income per share includes the potential dilution
from  the exercise of stock options using the treasury stock  method.
The  difference between weighted average shares outstanding for basic
and  diluted  is  the dilutive effect of outstanding  stock  options.
Diluted earnings per share is computed by dividing net income by  the
weighted  average number of common shares outstanding  including  the
dilutive effect of outstanding stock options.

Taxes  on  Income - The Company provides a deferred  tax  expense  or
benefit  equal  to  the  change  in  the  deferred  tax  assets   and
liabilities  during  the year. Deferred income  taxes  represent  tax
credit carry forwards and future tax effects resulting from temporary
differences  between the financial statement and  the  tax  basis  of
assets  and liabilities using current or enacted tax rates in  effect
for the year in which the differences are expected to reverse.

Foreign  Currency  Translation  -  Assets  and  liabilities  of   the
Company's  foreign subsidiaries are translated into U.S.  dollars  at
year-end rates of exchange, and income and expenses are translated at
average rates during the year. Adjustments resulting from translating
financial  statements  into U.S. dollars are reported  as  cumulative
translation adjustments and are shown net of applicable income  taxes
as  a  separate component of stockholders' equity. Gains  and  losses
from foreign exchange transactions are included in net income.

Fair  Value  of  Financial Instruments - The  fair  values  presented
throughout  these  financial statements  have  been  estimated  using
appropriate valuation methodologies and market information  available
at  December  31,  1997 and 1996. However, considerable  judgment  is
required  in  interpreting market data to develop estimates  of  fair
value  and the estimates presented are not necessarily indicative  of
the  amounts  that  the Company could realize  in  a  current  market
exchange.  The  use  of  different market assumptions  or  estimation
methodologies  could  have a material effect on  the  estimated  fair
values.  Additionally,  the  fair values presented  throughout  these
financial statements have not been estimated since December 31, 1997.
Current  estimates  of fair value may differ significantly  from  the
amounts presented.

The  following methods and assumptions were used to estimate the fair
value  of  each  class  of  financial instruments  for  which  it  is
practicable to estimate that value:

 Cash   and   equivalents,  receivables  and   payables,   short-term
 investments  and  notes  payable to  banks  -  The  carrying  amount
 approximates fair value.

 Marketable  securities - The fair value is based  on  quoted  market
 prices.  As  discussed  in  Note  3 to  the  Consolidated  Financial
 Statements, these securities are recorded at fair value.

 Borrowings  -  The  fair value of the Company's  long-term  debt  is
 estimated  based  on quoted market prices for the  same  or  similar
 issues  or on the current rates offered to the Company for  debt  of
 the  same  remaining  maturities. The carrying  amounts  approximate
 their fair value.

<PAGE> F-7

Foreign  Currency  Forward  Contracts  -  The  Company  uses  foreign
currency  forward  contracts to hedge foreign  currency  exposure  on
trade payable transactions in certain currencies. These contracts  do
not  subject  the  Company  to risk due to  exchange  rate  movements
because  gains and losses on these contracts offset gains and  losses
on  the payable being hedged. Gains and losses on such contracts  are
recognized  currently in the carrying amount of the related  payable.
At  December  31,  1997, no foreign currency forward  contracts  were
outstanding. Realized gains and losses on the contracts for 1997  and
1996 were insignificant.

Stock  Based  Compensation  - The Company accounts  for  stock  based
awards  to  employees using the intrinsic value method in  accordance
with Accounting Principles Board No. 25 ("APB No. 25"), "Accounting
for Stock Issued to Employees".

New  Accounting  Standards - In June 1997, the  Financial  Accounting
Standards Board issued SFAS No.130, "Reporting Comprehensive Income",
which requires that an enterprise report, by major components and  as
a  single total, the change in its net assets during the period  from
non-owner  sources; and SFAS No. 131, "Disclosures about Segments  of
an  Enterprise",  which  established  annual  and  interim  reporting
standards   for  an  enterprise's  operating  segments  and   related
disclosures about its products, services, geographic areas and  major
customers. Adoption of these statements will not impact the Company's
consolidated financial position, results of operations or cash flows,
and  any  effect  will  be  limited  to  the  form  and  content   of
disclosures. Both statements are effective for fiscal years beginning
after December 15, 1997, with earlier application permitted.

Reclassification   -  Certain  1996  and  1995  amounts   have   been
reclassified to conform with the 1997 presentation.


Note 2 - Acquisitions

During  1997,  the  Company acquired the assets  of  various  freight
forwarders  and  customs brokers for an aggregate purchase  price  of
$4.9   million, including $0.8 million in the Company's common stock.
These  acquisitions  were accounted for as purchases.  In  connection
with  these  acquisitions,  the  Company  recorded  $3.4  million  of
goodwill, which is being amortized over estimated useful lives of  up
to 20 years.

Had all the 1997 acquisitions occurred on January 1, 1997, the effect
on revenues and net income would have been immaterial.

During  1996,  the  Company acquired the assets  of  various  freight
forwarders  and  customs brokers for an aggregate purchase  price  of
$11.0  million, including $0.5 million in the Company's common stock.
These acquisitions were accounted for under the purchase method.  The
excess  of cost over the sum of identifiable net assets acquired  has
been  allocated to goodwill, to be amortized over estimated lives  of
up to 20 years.

In August 1996, the Company acquired a 40% interest in TDS Logistics,
Inc. ("TDS") for  $30 million. TDS provides specialty  packaging  and
services for automotive exports. The investment in TDS is recorded in
investments  in  unconsolidated affiliates and as of the  acquisition
date included $28.1 million of excess purchase price over net assets,
which is being amortized over 37 years. The Company has an option  to
purchase  the  other 60% interest in TDS at a price to be  determined
when  the  option  is  exercised. The option is  exercisable  between
October 1, 1999 and December 31, 1999. If the Company elects  not  to
exercise its options, other TDS shareholders have the right  to  sell
their  shares and can require the Company to sell its shares  in  the
same   manner.   (See   Note  10,  "Investments   in   Unconsolidated
Affiliates".)


Note 3 - Long-term Marketable Securities

SFAS  No. 115 "Accounting for Certain Investments in Debt and  Equity
Securities"  requires that debt and equity securities  be  classified
into one of three categories: held to maturity, available for sale or
trading.  Management  has  designated  marketable  debt  and   equity
securities  as  available for sale. Changes  in  the  fair  value  of
available  for sale securities, net of deferred taxes,  are  excluded
from income and presented in the stockholders' equity section of  the
balance  sheet  under  the  caption  "Unrealized  loss  in  value  of
marketable securities, net".  In 1997 and 1996, the Company sold debt
and  equity  securities and realized losses of $20,000  and  $189,000
respectively.  Total unrealized loss on marketable securities  before
deferred  taxes was $15,000 and $667,000 as of December 31, 1997  and
1996 respectively.

<PAGE> F-8

At  December  31,  1997,  1996 and 1995,  the  aggregate  fair  value
(individual  unrealized  gains  and  losses  are  immaterial),  gross
unrealized   (gains)  losses,  and  amortized  cost   of   marketable
securities were as follows (in thousands):

<TABLE>

                                      1997       1996       1995
                                      ----       ----       ----
<S>                                    <C>        <C>        <C>
Debt Securities
  Fair value                        $   -      $   403    $29,692
  Amortized cost                        -          402     29,901
                                   --------   --------   --------
  Unrealized (gain) loss            $   -      $    (1)   $   209
                                   ========   ========   ========

Equity Securities
  Fair value                        $ 1,284    $ 7,799    $ 6,852
  Cost                                1,299      8,467      7,965
                                   --------   --------   --------
  Unrealized loss                   $    15    $   668    $ 1,113
                                   ========   ========   ========

</TABLE>

Note 4 - Borrowings

Long-term  notes payable included commercial paper of $25 million  at
December  31, 1997 and 1996. The commercial paper is supported  by  a
$40  million backup facility line of credit which expires on June 30,
1999.  The  backup facility line of credit requires  the  Company  to
comply  with  certain  financial covenants. Although  the  commercial
paper  is issued on a short-term basis, it is classified as long-term
because  the  Company  intends to, and  has the ability   to  reissue
such paper as it matures. At December 31, 1997 and 1996, the weighted
average  interest rate of outstanding commercial paper was  6.1%  and
5.5%, respectively.

At  December  31,  1997  and 1996, the Company  had  long-term  notes
payable   of   approximately  $2.7  and  $4.0  million,  respectively
(excluding current portion), with a weighted average interest rate of
7.1%  and  7.6%,  respectively.  These  notes  are  secured  by  real
property.

Principal payments of $2.8 million on long-term notes that mature  in
1998 are classified as notes payable to banks. Principal payments for
1999  through 2002 are approximately $0.6 million, $0.8 million, $0.9
million,   and  $0.3  million,  respectively.  Principal   repayments
thereafter are approximately $0.1 million.

At  December 31, 1997, the Company had unused borrowing capacity from
its  commercial  paper  program  and lines  of  credit  totaling  $25
million.


Note 5 - Lease Commitments

At  December  31,  1997,  commitments on  long-term  operating  lease
agreements  for  facilities  require  the  following  minimum  annual
rentals (in thousands):

<TABLE>
              <S>                        <C>

              1998                   $ 14,500
              1999                     10,644
              2000                      8,213
              2001                      6,985
              2002                      5,717
              2003 and thereafter      48,392
                                     ---------
              Total                  $ 94,451
                                     =========

</TABLE>

Rental  expense  under such leases was $16.3 million  in  1997,  $9.9
million in 1996 and $7.8 million in 1995, net of rents from subleases
of  $1.0 million, $0.8 million and $1.3 million, respectively.  Total
rental  expense (including leases on equipment) was $17.9 million  in
1997, $11.6 million in 1996 and $9.4 million in 1995.

<PAGE> F-9

Note 6 - Contingencies

The  Company  is  party  to  routine  litigation  incidental  to  its
business, which primarily involve claims for goods lost or damaged in
transit  or  improperly shipped. Many 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 and it is management's opinion that the resolution  of  such
litigation  will not have a material adverse effect on the  Company's
consolidated financial statements taken as a whole.


Note 7 - Common Stock

Stock Repurchase Program:

The  Company  purchased 213,000 and 287,000 shares of its outstanding
common  stock in 1996 and 1995, respectively, at an average  purchase
price  of  $19.05 and $17.04 per share, respectively.  These  500,000
shares  were  held as treasury stock until July 29, 1997,  when  they
were retired.  In February 1997, the Board of Directors approved  the
repurchase  of an additional 100,000 shares, however no  shares  were
repurchased in 1997.

Shareholder Rights Plan:

In  October 1994, the Company adopted a Shareholder Rights  Plan  and
declared  a  dividend  distribution of one preferred  share  purchase
Right for each outstanding share of the Company's common stock.  Each
Right  will entitle stockholders to buy one one-hundredth of a  share
of  a  new  series  of  junior participating preferred  stock  at  an
exercise price of $53.00.

The  Rights will become exercisable if, without approval of the Board
of Directors, a person or group acquires 20% or more of the Company's
common stock (or a lesser percentage set by the Board in the case  of
a  person determined to present certain specific risks to the Company
and  its stockholders, as defined in the plan) or announces a  tender
offer  the consummation of which would result in ownership of 20%  or
more  of the common stock. If a person or group does acquire  20%  or
more  of  the Company's stock (or such lesser percentage as has  been
set  with  respect to a specific person) each Right  unless  redeemed
will  entitle  its  holder to purchase, at the Right's  then  current
exercise price, a number of the common shares of the Company having a
market value at that time of twice the Right's exercise price.

The  Company  will be entitled to redeem the Rights at 0.01 cents per
Right at any time before a 20% position (or such lesser percentage as
has  been  set with respect to a specific person) has been  acquired.
Until the Rights become exercisable, Rights certificates will not  be
sent to stockholders and the Rights will automatically trade with the
common stock.

Stock Option Plans:

The 1982 Stock Option Plan and the 1990 Stock Option Plan provide for
the  granting of non-qualified or incentive stock options to officers
and  key employees for a maximum of 956,250 common shares at not less
than  fair  market  value on the date of grant. The Human  Resources,
Compensation  and  Nominating Committee of  the  Board  of  Directors
determines  the exercise period for the options. Under  these  plans,
Stock Options generally have been issued with the restriction that no
option  may  be exercised before three years from date of  grant  nor
later than eight years from date of grant.

The  1994 Omnibus Equity Incentive Plan provides for the granting  of
stock  options, stock appreciation rights, restricted  stock  awards,
performance unit awards and performance share awards to key employees
and consultants of the Company and its subsidiaries for a maximum  of
2,000,000  common shares. Stock options under this plan are generally
issued  at an option price at not less than fair market value on  the
date of grant. (To date, no incentive or non-qualifying stock options
have  been granted below fair market value.) Stock options under this
plan are generally issued with the restriction that no option may  be
exercised before one year from the date of grant nor later than eight
years  from  the date of grant. During 1997, 24,615 restricted  share
grants were issued which vest within one to three years.

<PAGE> F-10

A summary of stock option transactions for the three years ended
December 31, 1997 follows:

<TABLE>
                                        Shares            Weighted average
                                     under option          exercise price
                                       -------                 -------
<S>                                      <C>                     <C>

Outstanding at December 31, 1994       764,319               $  13.82
  Granted                              380,634                  17.19
  Exercised                           (117,991)                 11.76
  Cancelled                            (38,249)                 13.85
                                     ----------
Outstanding at December 31, 1995       988,713                  14.89
  Granted                              570,589                  19.67
  Exercised                           (121,710)                 13.76
  Cancelled                            (35,750)                 14.85
                                     ----------
Outstanding at December 31, 1996     1,401,842                  16.60
  Granted                              422,950                  23.29
  Exercised                           (283,590)                 15.40
  Cancelled                           (143,923)                 16.73
                                     ----------
Outstanding at December 31, 1997     1,397,279                $ 18.93
                                     ==========

</TABLE>
<TABLE>
                                                December 31,
                                       1997         1996         1995
                                       ----         ----         ----
<S>                                     <C>          <C>          <C>

Options available for grant           841,718    1,123,570      203,687
Options exercisable                   441,567      354,683      228,552
Weighted average fair value of
  options granted during the year     $  8.37      $  5.41      $  6.68

</TABLE>

The following table summarizes information about stock options
outstanding at December 31, 1997:

<TABLE>

                          OPTIONS OUTSTANDING            OPTIONS EXERCISABLE
                  -----------------------------------   ---------------------
                                 Weighted     Weighted               Weighted
   Range of                      Average      Average                Average
  Exercisable      Number       Remaining     Exercise     Number    Exercise
    Prices        of shares  Life (in years)   Price     of shares    Price
    ------        ---------  ---------------   -----     ---------    -----
     <S>             <C>          <C>           <C>         <C>         <C>

$12.75 - $14.00    271,100        4.54         $13.38     161,003     $13.35
$14.25 - $17.31    321,454        4.45         $16.43     172,439     $16.30
$17.31 - $20.75    302,625        4.82         $19.06      87,000     $18.57
$21.63 - $25.25    308,250        7.32         $23.46      21,125     $22.74
$25.50 - $26.63    193,850        7.75         $26.36         -       $  -
                 ---------                               --------
$12.75 - $26.63  1,397,279        5.55         $18.93     441,567     $15.98
                 =========                               ========

</TABLE>

<PAGE> F-11

SFAS No. 123 Pro Forma Disclosures:

The  Company  applies  APB  No.  25 and  related  interpretations  in
accounting   for   its  Stock  Options  Plan  described   previously.
Accordingly, no compensation cost has been recognized for its options
granted  that  are  not  exercised.  Had compensation  cost  for  the
Company's stock option plans been determined based on the fair  value
at  the  grant dates of the stock options, consistent with the method
suggested  in SFAS No. 123, "Accounting for Stock Based Compensation"
the  Company's  net  income and earnings per share  would  have  been
reduced to the pro forma amounts indicated below (in thousands except
per share amounts):

<TABLE>
                                                 Year Ended
                                       1997         1996         1995
                                       ----         ----         ----
<S>                                     <C>          <C>          <C>

Net Income:    As reported          $ 25,871     $ 21,615      $ 18,872
               Pro forma              24,682       20,878        18,356

Net income per share:
   Basic -     As reported          $   1.61     $   1.36      $   1.18
               Pro forma                1.54         1.31          1.15

   Diluted -   As reported          $   1.58     $   1.34      $   1.16
               Pro forma                1.50         1.29          1.13
</TABLE>

The  fair value of each option grant is estimated on the date of  the
grant  using  the Black-Scholes option-pricing model  which  requires
subjective  assumptions  such as future stock  price  volatility  and
expected  time  to  exercise.  These assumptions greatly  affect  the
calculated values.

The  Company's calculations are based on a multiple option  valuation
approach  and  cancellations  are estimated  based  on  a  historical
pattern.   However, in accordance with SFAS No. 123,  the  impact  of
outstanding  unvested stock options granted prior to  1995  has  been
excluded from the pro forma calculation; accordingly, the 1997,  1996
and  1995  pro forma adjustments are not indicative of future  period
pro  forma  adjustments.  The following weighted-average  assumptions
were used:

<TABLE>
                                                 Year Ended
                                       1997         1996         1995
                                       ----         ----         ----
<S>                                     <C>          <C>          <C>

Expected dividend yield                1.00%        1.00%        1.00%
Expected volatility                      37%          36%          36%
Risk-free interest rate                5.62%        5.67%        5.31%
Expected lives (years from vesting)      .7           .5           .5


</TABLE>


<PAGE> F-12

Note 8 - Taxes on Income

Taxes on income include the following (in thousands):

<TABLE>

                                       1997         1996         1995
                                       ----         ----         ----
<S>                                     <C>          <C>          <C>

Federal:   Current                  $   (709)    $  6,448     $  5,728
           Deferred                    6,535       (1,237)        (667)

State:     Current                     1,370        1,167          978
           Deferred                     (363)         -            -

Foreign:   Current                     7,315        7,073        4,305
           Deferred                      358         (276)       1,320
                                    ---------    --------     --------
Total                               $ 14,506     $ 13,175     $ 11,664
                                    =========    ========     ========

</TABLE>


Significant components of the Company's net deferred tax liability
are as follows (in thousands):

<TABLE>
                                       1997         1996
                                       ----         ----
<S>                                     <C>          <C>
Deferred tax liabilities:
Undistributed earnings
   of subsidiaries                  $  9,714     $  7,893
Accelerated depreciation               5,131        4,270
Gain on sale of property               2,250        2,502
Incentive compensation                   -             55
Investment in subsidiary                 273          232
                                    ---------    --------
                                    $ 17,368     $ 14,952
                                    =========    ========
Deferred tax assets:
Intercompany billings               $  1,596     $  5,885
Bad debts                              1,613        1,206
Vacation pay                             608          751
Incentive compensation                    57          -
Insurance claims reserves                882          671
Valuation of marketable securities         6          261
Other                                    201          559
                                    ---------    --------
                                    $  4,963     $  9,333
                                    =========    ========
Net deferred tax liability          $ 12,405     $  5,619
                                    =========    ========
</TABLE>

Taxes on income were different than the amount computed by applying
the United States federal statutory income tax rate. Such differences
are summarized as follows (in thousands):

<TABLE>
                                       1997         1996         1995
                                       ----         ----         ----
<S>                                     <C>          <C>          <C>

Tax computed at 35%
   statutory rate                   $ 14,132     $ 12,177     $ 10,688
Increases (decreases)
   resulting from:
   Foreign taxes lower
      than federal rate               (1,184)        (861)        (411)
   State taxes on income,
      net of federal income
      tax effect                         655          758          636
Non-deductible items                   1,212          775          711
Other                                   (309)         326           40
                                    ---------    --------     --------
Total                               $ 14,506     $ 13,175     $ 11,664
                                    =========    ========     ========
</TABLE>

<PAGE> F-13

Taxes  on  income  include  deferred income  taxes  on  undistributed
earnings   (not  considered  permanently  invested)  of  consolidated
subsidiaries, net of applicable foreign tax credits. At December  31,
1997,  cumulative  earnings  of  consolidated  foreign  subsidiaries
designated  as permanently invested were approximately  $63  million.
Deferred  income  taxes  are  not provided  on  permanently  invested
earnings.


Sources of pretax income are summarized as follows (in thousands):

<TABLE>
                                       1997         1996         1995
                                       ----         ----         ----
<S>                                     <C>          <C>          <C>

Domestic                            $ 18,411     $ 16,205     $ 14,513
Foreign                               21,966       18,585       16,023
                                    ---------    --------     --------
Total                               $ 40,377     $ 34,790     $ 30,536
                                    =========    ========     ========

</TABLE>

Federal Tax Litigation:

During 1997, the Company successfully concluded the 1986 through 1992
Internal  Revenue  Service audits, with no  material  effect  on  the
financial statements.


Note 9 - Other Income-Net


Other income-net includes the following (in thousands):

<TABLE>
                                       1997         1996         1995
                                       ----         ----         ----
<S>                                     <C>          <C>          <C>

Investment income                   $  4,125     $  4,485     $  4,877
Interest expense                      (2,922)      (2,658)      (3,346)
Gain on sales of assets                  633        1,060        1,057
Equity in earnings of affiliates       5,785        1,563          947
Minority interests                    (1,286)        (456)        (268)
Net foreign exchange gains             2,162        1,258           40
Other                                     38          -            -
                                    ---------    --------     --------
Total                               $  8,535     $  5,252     $  3,307
                                    =========    ========     ========

</TABLE>

<PAGE> F-14

Note 10 - Investments in Unconsolidated Affiliates

Investments in net assets of affiliated companies accounted for under
the  equity  method amounted to $40.5 million and  $34.5  million  at
December 31, 1997 and 1996, respectively. This includes the Company's
40%  investment in TDS Logistics, Inc. ("TDS") of $35.3  million  and
$30.8 million as of December 31, 1997 and 1996, respectively. The TDS
investment  balance includes the excess of purchase  price  over  net
assets of $27.1 million and $27.9 million as of December 31, 1997 and
1996,  respectively. The results of operations and financial position
of  TDS  as  of December 31, 1997 and 1996 are summarized  below  (in
thousands):

<TABLE>
                                       1997         1996
                                       ----         ----
<S>                                     <C>          <C>
Condensed Income Statement Information:

Gross revenue                        $ 95,981    $ 50,115
Income from operations                 23,929       6,438
Net income                             12,983       3,297

Condensed Balance Sheet Information:

Current assets                       $ 25,035    $ 13,584
Non-current assets                     34,695      37,419
Current liabilities                    13,216       8,495
Non-current liabilities                25,418      33,843
Stockholders' equity                   21,096       8,665

</TABLE>

Note 11 - Employee Benefit Plans

The  Company  has a 401(k) Savings Plan under which an employee  with
six  months  of  service  at  the beginning  of  a  calendar  quarter
generally  may contribute up to 15% of base salary to the  plan.  For
every  dollar  contributed to the plan, the  Company  will  match  50
cents,  up to a maximum of 6% of the employee's base salary excluding
incentive  compensation.  The Company's contributions for  the  years
ended  December  31,  1997, 1996 and 1995 were   $0.9  million,  $0.8
million  and $0.7 million, respectively.  The Company's contributions
vest over a four year period.


<PAGE> F-15

Note 12 - Business Segment Information

The   Company  operates  in  the  international  freight   forwarding
industry,   which   encompasses  air  freight   forwarding,   customs
brokerage,  ocean freight forwarding and other services. No  customer
accounted for ten percent or more of consolidated revenue.

Certain information regarding the Company's operations by regions  is
summarized below.

<TABLE>


                                 Europe &       Asia &                     Elimi-    Consoli-
                      Americas  Middle East  South Pacific  Corporate     nations     dated
                      --------   ----------   -----------   ---------    ---------   --------
<S>                      <C>        <C>           <C>          <C>           <C>         <C>
Year ended
December 31, 1997:
Total revenue         $374,219    $147,628     $167,053     $    -       $ (19,843)   $669,057
Transfers
  between regions       (7,442)     (3,613)      (8,788)         -          19,843         -
                      ---------   ---------    ---------    ---------    ---------    ---------
Revenues
  from customers      $366,777    $144,015     $158,265     $    -       $     -      $669,057
                      =========   =========    =========    =========    =========    =========
Net revenue           $143,764    $ 71,065     $ 47,924     $    -       $     -      $262,753
                      =========   =========    =========    =========    =========    =========
Income (loss)
  from operations     $ 19,579    $ 10,408     $  9,169     $ (7,314)    $     -      $ 31,842
                      =========   =========    =========    =========    =========    =========
Identifiable assets   $201,941    $117,432     $102,098     $123,914     $(123,565)   $421,820
                      =========   =========    =========    =========    =========    =========




Year ended
December 31, 1996:
Total revenue         $353,103    $142,405     $114,332     $    -       $ (14,407)   $595,433
Transfers
  between regions       (6,091)     (3,396)      (4,920)         -          14,407         -
                      ---------   ---------    ---------    ---------    ---------    ---------
Revenues
  from customers      $347,012    $139,009     $109,412     $    -       $     -      $595,433
                      =========   =========    =========    =========    =========    =========
Net revenue           $134,070    $ 70,465     $ 41,083     $    -       $     -      $245,618
                      =========   =========    =========    =========    =========    =========
Income (loss)
  from operations     $ 17,337    $ 11,077     $  7,644     $ (6,520)    $     -      $ 29,538
                      =========   =========    =========    =========    =========    =========
Identifiable assets   $163,392    $118,287     $ 96,041     $123,835     $(108,225)   $393,330
                      =========   =========    =========    =========    =========    =========




Year ended
December 31, 1995:
Total revenue         $309,778    $124,809     $120,791     $    -       $ (13,050)   $542,328
Transfers
  between regions       (4,801)     (3,402)      (4,847)         -          13,050         -
                      ---------   ---------    ---------    ---------    ---------    ---------
Revenue
  from customers      $304,977    $121,407     $115,944     $    -       $     -      $542,328
                      =========   =========    =========    =========    =========    =========
Net revenue           $115,731    $ 67,570     $ 38,510     $    -       $     -      $221,811
                      =========   =========    =========    =========    =========    =========
Income (loss)
  from operations     $ 17,512    $  9,577     $  5,502     $ (5,362)    $     -      $ 27,229
                      =========   =========    =========    =========    =========    =========
Identifiable assets   $140,703    $105,267     $ 94,334     $ 90,294     $ (93,855)   $336,743
                      =========   =========    =========    =========    =========    =========


</TABLE>


Revenue from transfers between regions represents approximate amounts
that   would  be  charged  if  the  services  were  provided  by   an
unaffiliated company. Total regional revenue is reconciled with total
consolidated revenue by eliminating inter-regional revenue.


<PAGE> F-16

Note 13 - Quarterly Data (unaudited)

<TABLE>

(in thousands except per share amounts)

                               Net        Net    Net Income per Share   Dividends
                   Revenue   Revenue    Income     Basic    Diluted     per share
                    -----     -----      -----     -----     -----        -----
<S>                  <C>       <C>       <C>       <C>       <C>          <C>
1997 Quarters:
 4th Quarter      $182,212  $ 70,323  $  7,598    $ .47     $ .46       $ .135
 3rd Quarter       169,564    65,894     7,052      .44       .43          -
 2nd Quarter       161,829    64,870     6,630      .41       .40       $ .135
 1st Quarter       155,452    61,666     4,591      .29       .28          -

1996 Quarters:
 4th Quarter      $161,313  $ 66,327  $  6,567    $ .41     $ .40       $ .120
 3rd Quarter       155,498    64,063     5,928      .37       .37          -
 2nd Quarter       146,176    60,336     5,362      .34       .33         .120
 1st Quarter       132,446    54,892     3,758      .24       .23          -

</TABLE>

<PAGE> F-17

Independent Auditors' Report

The Board of Directors and Stockholders of Circle International
Group, Inc.:

We  have  audited  the accompanying consolidated  balance  sheets  of
Circle  International  Group,  Inc. and  subsidiaries,  formerly  the
Harper Group, Inc., (the "Company") as of December 31, 1997 and 1996,
and  the  related  consolidated income  statements  and  consolidated
statements  of stockholders' equity and cash flows for  each  of  the
three  years  in the period ended December 31, 1997. These  financial
statements  are  the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted
auditing standards. Those standards require that we plan and  perform
the  audit to obtain reasonable assurance about whether the financial
statements  are  free  of material misstatement.  An  audit  includes
examining,  on  a  test basis, evidence supporting  the  amounts  and
disclosures  in  the  financial statements. An  audit  also  includes
assessing  the  accounting principles used and significant  estimates
made  by  management,  as well as evaluating  the  overall  financial
statement  presentation.  We  believe  that  our  audits  provide   a
reasonable basis for our opinion.

In  our  opinion,  such  consolidated  financial  statements  present
fairly,  in all material respects, the financial position  of  Circle
International  Group, Inc. and subsidiaries as of December  31,  1997
and  1996,  and the results of their operations and their cash  flows
for each of the three years in the period ended December 31, 1997  in
conformity with generally accepted accounting principles.






/S/ DELOITTE & TOUCHE LLP
San Francisco, California
March 13, 1998