As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 333-____

===============================================================================

DOCSSF1:484101.1
5582-5 YJ1
                                                     FORM S-8

                                              REGISTRATION STATEMENT
                                                       Under
                                            THE SECURITIES ACT OF 1933

                                                  --------------

                                               FRITZ COMPANIES, INC.
                             (Exact name of issuer as specified in its charter)
                                                  --------------

                    Delaware                                      94-3083515
          (State or other jurisdiction                        (I.R.S. employer
        of incorporation or organization)                 identification number)
                                706 Mission Street, San Francisco, CA 94103
                            (Address of principal executive offices) (Zip Code)

                                           FRITZ COMPANIES, INC.
                                      EMPLOYEE STOCK PURCHASE PLAN
                                   1992 OMNIBUS EQUITY INCENTIVE PLAN
                                       (Full title of the plans)

                                             Jan H. Raymond
                                            General Counsel
                                          FRITZ COMPANIES, INC.
                                           706 Mission Street
                                    San Francisco, California 94103
                               (Name and address of agent for service)

                                             (415) 538-0420
                (Telephone number, including area code, of agent for service)


                                               Copy to:

                                         Paul Borden, Esq.
                                 Orrick, Herrington & Sutcliffe LLP
                                         400 Sansome Street
                                    San Francisco, California 94111

                                                       --------------

<TABLE>
<CAPTION>



                         CALCULATION OF REGISTRATION FEE

==========================    =================    =======================    =========================    =================
                                   Amount             Proposed Maximum            Proposed Maximum
 Title of Securities to            to be             Offering Price Per          Aggregate Offering           Amount of
      be Registered              Registered              Share (1)                   Price (1)             Registration Fee

<S>                           <C>                   <C>                       <C>                          <C>
--------------------------    -----------------    -----------------------    -------------------------    -----------------
----------------------------------------------------------------------------------------------------------------------------
Common Stock (Employee       200,000 shares            $8.50 (2)                 $1,700,000 (2)              $448.80
Stock Purchase Plan)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Common Stock                2,000,000 shares           $8.50 (3)                $17,000,000 (3)             $4,488.00
(1992 Omnibus Equity
Incentive Plan)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
TOTAL                       2,200,000 shares                                                                $4,936.80
============================================================================================================================
</TABLE>
<PAGE>



(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common  Stock  which  become  issuable  under  the Plans  being  registered
     pursuant to this  Registration  Statement by reason of any stock  dividend,
     stock split,  recapitalization  or any other similar  transaction  effected
     without the receipt of  consideration  which  results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of  $8.50per  share,  the  average of the high and low prices for the
     Common Stock on October 19, 2000 as reported by the NASDAQ Stock  Exchange,
     multiplied by 90%,  which is the  percentage of the trading  purchase price
     applicable to purchases under the Plan.

(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of $8.50 per  share,  the  average of the high and low prices for the
     Common Stock on October 19, 2000 as reported by the NASDAQ Stock Exchange.


<PAGE>



DOCSSF1:484101.1
5582-5 YJ1                                                8

DOCSSF1:484101.1
5582-5 YJ1                                                3
                                     PART I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation Of Certain Documents By Reference.

                  The following  documents are incorporated by reference in this
registration statement:

                  (i) The Registrant's  latest annual report,  filed pursuant to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").

                  (ii) All other  reports  filed  pursuant  to Section  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
document referred to in (i) above.

                  (iii) The description of the class of securities to be offered
under this registration  statement  contained in a registration  statement filed
under  Section 12 of the Exchange  Act,  including any amendment or report filed
for the purpose of updating such description.

                  All documents  filed by the Registrant  after the date of this
registration  statement pursuant to Sections 13(a),  13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment (that indicates
all  securities  offered  have  been sold or  deregisters  all  securities  then
remaining  unsold),  shall be deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.


Item 4.           Description Of Securities.

                  Inapplicable.


Item 5.           Interests Of Named Experts And Counsel.

                  Inapplicable.


Item 6.           Indemnification of Directors and Officers.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware (the  "Delaware  Law")  authorizes a Delaware  corporation to indemnify
officers, directors, employees and agents of the corporation, in connection with
actual or threatened actions,  suits or proceedings  provided that such officer,
director,  employee or agent  acted in good faith and in a manner  such  officer
reasonably believed to be in or not opposed to the corporation's best interests,
and, for criminal  proceedings,  had no  reasonable  cause to believe his or her
conduct  was  unlawful.   This  authority  is   sufficiently   broad  to  permit
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement for expenses incurred) arising under the Securities Act.

                  The  Registrant's  Certificate of  Incorporation  provides for
indemnification  of officers and  directors to the fullest  extent  permitted by
Delaware Law.

                  In addition,  the Registrant has, and intends in the future to
enter into, agreements to provide  indemnification for directors and officers in
addition to that  contained in the Restated  Certificate  of  Incorporation  and
By-laws.  The Registrant also carries liability  insurance covering officers and
directors.

                  The  Registrant's  Employee  Stock  Purchase Plan (the "ESPP")
contains indemnification  provisions,  indemnifying the ESPP's named fiduciaries
and any other officers or employees of the Registrant to which fiduciary  duties
have been delegated  arising out of an alleged breach of their fiduciary  duties
under the ESPP and under  ERISA,  except those  involving  gross  negligence  or
willful  misconduct.  The  Registrant's  1992 Omnibus Equity Incentive Plan (the
"1992  Plan")  provides for the  indemnification  of the members of the Board of
Directors  of the  Registrant  and  members  of  the  1992  Plan  administration
committee of the Board.


Item 7.           Exemption From Registration Claimed.

                  Inapplicable.


Item 8.           Exhibits.

5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1     Consent of KPMG LLP.

23.2     Consent of Orrick, Herrington & Sutcliffe LLP is included in
         Exhibit 5.1 to this Registration Statement.

24.1     Power of Attorney (included on signature page).

99.1     Fritz Companies, Inc. Employee Stock Purchase Plan.

99.2     Amendment Number 3 to the Fritz Companies, Inc. 1992 Omnibus Equity
         Incentive Plan (Amended May 17, 1994).


Item 9.           Undertakings.

(a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                  section 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                  Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
         not apply if the registration  statement is on Form S-3 or Form S-8 and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         registrant  pursuant to section 13 or section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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



<PAGE>


                                   SIGNATURES


The Registrant

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Francisco,  State of California, on the 19th
day of October, 2000.

                                                     FRITZ COMPANIES, INC.
                                                              (Registrant)


                                           By:
                                             /s/             John R. Skidmore
                                                Vice President, Human Resources
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints Jan Raymond his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorney-in-fact and agent, or her substitutes or substitute,  may lawfully
do or cause to be done by virtue hereof.

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


Signature                        Title                               Date

Principal Executive Officer:


_________________________                                       October 20, 2000
/s/ Raymond L. Smith             Chief Executive Officer

Principal Financial Officer:

_________________________                                       October 20, 2000
/s/         Ronald F. Dutt       Executive Vice President and
                                 Chief Financial Officer

Principal Accounting Officer:

_________________________                                       October 20, 2000
/s/  Janice J. Washburn           Vice President, Controller
                                  and Chief Accounting Officer

Directors:


---------------------------------
/s/ Lynn C. Fritz                 Director                      October 20, 2000


---------------------------------
/s/ James Gilleran                Director                      October 20, 2000


------------------------------------------
/s/ Preston Martin                Director                      October 20, 2000


------------------------------------------
/s/ Paul S. Otellini              Director                      October 20, 2000


------------------------------------------
/s/ William J. Razzouk            Director                      October 20, 2000



A majority of the members of the Board of Directors.




<PAGE>


                   EXHIBIT INDEX

Exhibit                                                            Sequentially
  No.                                                              Numbered Page

5.1                Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1               Consent of KPMG LLP.
23.2               Consent of Orrick, Herrington & Sutcliffe LLP
                   is included in Exhibit 5.1 to this Registration
                   Statement.
24.1               Power of Attorney (included on signature page).
99.1               Fritz Companies, Inc. Employee Stock Purchase Plan.
99.2               Amendment Number 3 to the Fritz Companies, Inc.
                   1992 Omnibus Equity Incentive Plan
                   (Amended May 17, 1994).




<PAGE>


13
DOCSSF1:62898.11

DOCSSF1:62898.11

                                   EXHIBIT 5.1

                  Opinion of Orrick, Herrington & Sutcliffe LLP


                 [Letterhead of Orrick, Herrington & Sutcliffe]

October 23, 2000

Fritz Companies, Inc.
706 Mission Street
San Francisco, California  94103
Attention: Jan H. Raymond
General Counsel

Dear Sir:

                  Fritz Companies,  Inc., a Delaware corporation,  has requested
our  opinion  in  connection  with a  Registration  Statement  on Form  S-8 (the
"Registration  Statement")  to be  filed by it today  with  the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Act"),  relating to the shares of Common Stock, $.01 par value, of
Fritz  Companies,  Inc. to be issued under the Fritz  Companies,  Inc.  Employee
Stock Purchase Plan and the 1992 Omnibus Equity Incentive Plan (the "Plans").

                  We have  examined  and are  relying  on  originals,  or copies
certified or otherwise identified to our satisfaction, of such corporate records
and  such  other  instruments,   certificates  and   representations  of  public
officials,  officers and representatives of Fritz Companies, Inc. and such other
persons,  and we  have  made  such  investigations  of law,  as we  have  deemed
appropriate as a basis for the opinion expressed below.

                  Based on the  foregoing,  it is our opinion that the shares of
Fritz  Companies,  Inc.  issuable under the Plans are duly  authorized and, when
issued in accordance with the terms of the Plans, at prices in excess of the par
value thereof, will be validly issued, fully paid and nonassessable.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration  Statement.  By giving such consent, we do not thereby admit
that we are  experts  with  respect to any part of the  Registration  Statement,
including  this exhibit,  within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Commission issued thereunder.

                                Very truly yours,


                                             ORRICK, HERRINGTON & SUTCLIFFE LLP


<PAGE>


                                  EXHIBIT 23.1

                         Consent of Independent Auditors



The Board of Directors and Stockholders
Fritz Companies, Inc.

We consent to incorporation by reference in this registration  statement on Form
S-8 of Fritz Companies,  Inc. of our report dated June28,  2000, relating to the
consolidated balance sheets of Fritz Companies,  Inc. as of May 31, 2000 and May
31, 1999 and the related  consolidated  statements of operations,  stockholders'
equity  and  comprehensive  income  and cash  flows for each of the years in the
three-year  period ended May 31, 2000,  which report appears in the May 31, 2000
annual report on Form 10-K of Fritz Companies, Inc.



KPMG LLP

San Francisco, California
October 19, 2000


<PAGE>


                                  EXHIBIT 99.1

                              Fritz Companies, Inc.
                          Employee Stock Purchase Plan


                                    SECTION 1
                                     PURPOSE


                  Fritz  Companies,  Inc. (the "Company")  established The Fritz
Companies,  Inc.  Employee  Stock  Purchase Plan (the  "Plan"),  effective as of
August 1, 1996,  in order to provide  eligible  employees of the Company and its
participating Subsidiaries with the opportunity to purchase Common Stock through
payroll deductions. The Company hereby amends and restates the Plan effective as
of September 27, 2000, except as provided otherwise herein. The Plan is intended
to qualify as an employee stock purchase plan under Section 423(b) of the Code.


                                    SECTION 2
                                   DEFINITIONS


                  2.1 "1934 Act" means the  Securities  Exchange Act of 1934, as
amended.  Reference  to a  specific  Section  of  the  1934  Act  or  regulation
thereunder  shall  include  such  Section or  regulation,  any valid  regulation
promulgated  under such  Section,  and any  comparable  provision  of any future
legislation or regulation amending, supplementing or superseding such Section or
regulation.

                  2.2      "Board" means the Board of Directors of the Company.

                  2.3  "Code"  means  the  Internal  Revenue  Code of  1986,  as
amended.  Reference to a specific  Section of the Code or regulation  thereunder
shall include such Section or regulation, any valid regulation promulgated under
such  Section,  and  any  comparable  provision  of any  future  legislation  or
regulation amending, supplementing or superseding such Section or regulation.

                  2.4  "Committee"  shall mean the  committee  appointed  by the
Board to administer  the Plan.  The members of the Committee  shall serve at the
pleasure of the Board and shall be comprised of Employees  and/or members of the
Board.  Any member of the  Committee may resign at any time by notice in writing
mailed or delivered to the Secretary of the Company. As of the effective date of
the Plan,  the Committee  shall be  administered  by the Audit and  Compensation
Committee of the Board.

                  2.5      "Common Stock" means the common stock of the Company.

                  2.6      "Company" means Fritz Companies, Inc., a Delaware
corporation.

                  2.7  "Compensation"  means  a  Participant's  base  salary  or
regular  wages   (including   sick  pay  and  vacation  pay).  A   Participant's
compensation shall not include any other type of remuneration.

                  2.8 "Eligible  Employee"  means every Employee of an Employer,
except any Employee  who (a) has not  completed at least three months of service
(one year of service  prior to  September  27,  2000) since his or her last hire
date, (b) customarily  works not more than 20 hours per week, or (c) immediately
after the  grant of an option  under  the  Plan,  would  own stock  and/or  hold
outstanding  options to purchase stock  possessing  five percent (5%) or more of
the total combined  voting power or value of all classes of stock of the Company
or of any Subsidiary of the Company (including stock attributed to such Employee
pursuant to Section  424(d) of the Code),  provided that the  Committee,  in its
discretion,  from time to time may  determine  that  officers of the Company (as
defined in Rule  16a-1  promulgated  under the 1934 Act)  shall not be  Eligible
Employees. Notwithstanding any contrary provision of clause (a) of the preceding
sentence:  (1) if an Employee who has satisfied the three months of service (one
year service prior to September 27, 2000) requirement terminates employment with
all  Subsidiaries  and,  within  one year of the  termination,  is rehired by an
Employer,  then the  Employee  shall be deemed to have  satisfied  such  service
requirement as of his or her rehire date, and (2) if an Employee becomes such as
a direct result of the  acquisition by the Company or a Subsidiary of the equity
or assets  of a  non-Subsidiary,  then  solely  for  purposes  of the Plan,  the
Employee  shall  receive  service  credit  for  his  or  her  service  with  the
non-Subsidiary  commencing  with  the  Employee's  last  date of hire  with  the
non-Subsidiary.

                  2.9  "Employee"  means  an  individual  who  is  a  common-law
employee of any  Employer,  whether such employee is so employed at the time the
Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

                  2.10  "Employer"  or  "Employers"  means any one or all of the
Company  and those  Subsidiaries  which,  with the  consent of the  Board,  have
adopted the Plan.

                  2.11  "Enrollment  Date" means the first  business day of each
Plan Year Quarter  and/or such other dates  determined  by the Committee (in its
discretion) from time to time.

                  2.12     "Grant Date" means any date on which a Participant is
 granted an option under the Plan.

                  2.13  "Participant"  means an  Eligible  Employee  who (a) has
become a Participant  in the Plan pursuant to Section 4.1 and (b) has not ceased
to be a Participant pursuant to Section 8 or Section 9.

                  2.14     "Plan"  means The  Fritz  Companies,  Inc.  Employee
Stock  Purchase  Plan,  as set forth in this instrument and as hereafter amended
from time to time.

                  2.15 "Plan  Year"  means the period of 12  consecutive  months
from August 1, 1996, through July 31, 1997, and each successive  12-month period
thereafter,  [except that the Plan Year  commencing  August 1, 2000 shall end on
December 31, 2000, and each Plan Year thereafter shall be the calendar year].

                  2.16 "Plan Year Quarter" means, for any period ending prior to
December 31, 2000,  any of the four  periods of three  consecutive  months which
comprise the Plan Year: (a) August 1 through  October 31, (b) November 1 through
January 31, (c) February 1 through  April 30, and (d) May 1 through July 31. The
Plan Year  Quarter  commencing  November 1, 2000 shall end on December 31, 2000;
for options  granted  thereafter,  Plan Year Quarters  shall comprise any of the
following four periods of three consecutive  months: (a) January 1 through March
31, (b) April 1 through June 30, (c) July 1 through September 30 and (d) October
1 through December 31.

                  2.17 "Purchase  Date" means the last business day of each Plan
Year Quarter,  or such other specific business days as may be established by the
Committee  from time to time prior to an  Enrollment  Date for all options to be
granted on such Enrollment Date.

                  2.18  "Subsidiary"  means any corporation in an unbroken chain
of  corporations  beginning with the Company if each of the  corporations  other
than the last corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.


                                    SECTION 3
                           SHARES SUBJECT TO THE PLAN


                  3.1 Number  Available.  A maximum of 200,000  shares of Common
Stock shall be available  for issuance  pursuant to the Plan.  However,  no more
than  100,000  shares of Common  Stock  actually  shall be issued under the Plan
unless and until the Committee determines that the additional 100,000 shares may
be issued.  Effective as of September 27, 2000, an additional  200,000 shares of
Common Stock shall be available for issuance  under the Plan.  Shares sold under
the Plan may be newly issued shares,  treasury shares or shares purchased on the
open market.

                  3.2   Adjustments.   In  the  event  of  any   reorganization,
recapitalization,  stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation,  offering of rights or other similar change in
the capital  structure of the Company,  the Board may make such  adjustment,  if
any, as it deems  appropriate  in the  number,  kind and  purchase  price of the
shares available for purchase under the Plan and in the maximum number of shares
subject to any option under the Plan.


                                    SECTION 4
                                   ENROLLMENT


                  4.1 Participation.  Each Eligible Employee may elect to become
a  Participant  by enrolling  or  re-enrolling  in the Plan  effective as of any
Enrollment Date. In order to enroll,  an Eligible  Employee must complete,  sign
and submit to the Company an enrollment form in such form as may be specified by
the Committee from time to time. Any enrollment  form received by the Company no
later than seven  calendar days before an Enrollment  Date shall be effective on
that Enrollment Date, provided that the Committee, in its discretion,  may (on a
uniform and  nondiscriminatory  basis)  specify an earlier or later deadline for
the submission of enrollment forms. Any Participant whose option expires and who
has not withdrawn from the Plan automatically will be re-enrolled in the Plan on
the Enrollment Date immediately  following the Purchase Date on which his or her
option expires.

                  4.2 Payroll  Withholding.  On his or her enrollment form, each
Participant must elect to make Plan  contributions via payroll  withholding from
his or her  Compensation.  Pursuant  to such  procedures  as the  Committee  may
specify from time to time, a Participant may elect to have withholding  equal to
a specific  dollar amount or a whole  percentage  from 1% to 10% (or such lesser
percentage that the Committee may establish from time to time for all options to
be  granted  on any  Enrollment  Date),  provided  that  the  dollar  amount  or
percentage  elected  shall result in expected  withholding  of (a) not less than
$15.00  per pay  period,  and  (b) not  more  than  $10,000  per  Plan  Year.  A
Participant  may  elect to  increase  or  decrease  his or her  rate of  payroll
withholding (effective as of any Enrollment Date) by submitting a new enrollment
form in accordance  with such  procedures as may be established by the Committee
from time to time.  A  Participant  may stop his or her payroll  withholding  by
submitting a new enrollment  form in accordance  with such  procedures as may be
established  by the Committee  from time to time.  In order to be effective,  an
enrollment  form must be received  by the  Company no later than seven  calendar
days before the date  elected  for the change or  cessation,  provided  that the
Committee,  in its discretion,  may (on a uniform and  nondiscriminatory  basis)
specify an earlier or later deadline for the submission of enrollment forms. Any
Participant who is automatically  re-enrolled in the Plan will be deemed to have
elected to continue his or her  contributions  at the percentage last elected by
the Participant.


                                    SECTION 5
                        OPTIONS TO PURCHASE COMMON STOCK


                  5.1  Grant of  Option.  On each  Enrollment  Date on which the
Participant  enrolls or  re-enrolls  in the Plan,  he or she shall be granted an
option to purchase shares of Common Stock.

                  5.2  Duration of Option.  Each option  granted  under the Plan
shall expire on the earliest to occur of (a) the  completion  of the purchase of
shares on the last Purchase Date occurring within 27 months of the Grant Date of
such  option,  (b) such  shorter  option  period  as may be  established  by the
Committee  from time to time prior to an  Enrollment  Date for all options to be
granted on such Enrollment Date, or (c) the date on which the Participant ceases
to be such for any reason.  Until otherwise  determined by the Committee for all
options to be granted on an Enrollment  Date,  the period  referred to in clause
(b) in the  preceding  sentence  shall  mean  the  period  from  the  applicable
Enrollment Date through the last business day prior to the immediately following
Enrollment Date.

                  5.3 Number of Shares  Subject to Option.  The number of shares
available for purchase by each Participant  under the option will be established
by the Committee  from time to time prior to an Enrollment  Date for all options
to be granted on such  Enrollment  Date.  In addition  and  notwithstanding  the
preceding,  an option (taken  together  with all other options then  outstanding
under this Plan and under all other similar employee stock purchase plans of the
Employers) shall not give the Participant the right to purchase shares at a rate
which accrues in excess of $25,000 of fair market value at the applicable  Grant
Dates of such shares (less the fair market value at the  applicable  Grant Dates
of any shares  previously  purchased  during such year under  options which have
expired or  terminated)  in any calendar year during which such  Participant  is
enrolled in the Plan at any time.

                  5.4 Other  Terms and  Conditions.  Each  option  shall be
subject  to the  following  additional  terms and conditions:

                  (a) payment  for shares  purchased  under the option  shall be
                      made only through payroll withholding under Section 4.2;

                  (b) if determined by the Committee (in its discretion and on a
                      uniform and  nondiscriminatory  basis),  funds credited to
                      each  Participant's  account may be credited with interest
                      at a rate (which may be a variable rate) determined by the
                      Committee from time to time in its discretion;

                  (c) purchase of shares upon exercise of the option will be
                      accomplished  only in  installments in accordance with
                      Section 6.1;

                  (d) the price per share under the option will be determined as
                      provided in Section 6.1; and

                  (e) the option in all respects  shall be subject to such other
                      terms  and   conditions   (applied   on  a   uniform   and
                      nondiscriminatory basis), as the Committee shall determine
                      from time to time in its discretion.


                                    SECTION 6
                               PURCHASE OF SHARES


                  6.1  Exercise  of  Option.  Subject to  Section  6.2,  on each
Purchase Date on or after  September  27, 2000,  the funds then credited to each
Participant's  account shall be transferred to a custodian or broker  designated
by the Committee,  along with  sufficient cash provided by the Company to permit
the purchase at fair market value on the open market by such custodian or broker
of the  number  of  shares of Common  Stock  sufficient  to cause the  effective
purchase  price paid by the  Participant  (not  including any amount paid by the
Company) for such shares to equal the price per share as specified below in this
Section  6.1.  Any cash  remaining  after whole shares of Common Stock have been
purchased shall be carried forward in the Participant's account for the purchase
of shares on the next Purchase Date. The price per share paid by the Participant
(without  regard to any cash  provided by the Company) for the shares  purchased
under any option shall be the lower of:

                  (a) the  closing  price  per  share  of  Common  Stock  on the
                      business day immediately preceding the Grant Date for such
                      option on the NASD National Market System; or

                  (b) 90% of the  "average  closing  price per share"  (for this
                      purpose,  the "average  closing price per share" means the
                      arithmetic  mean of the closing prices per share of Common
                      Stock  on the  Purchase  Date  and the two  business  days
                      immediately  preceding the Purchase  Date, as reported for
                      each  such  business  day  on  the  NASD  National  Market
                      System).

Notwithstanding  the  preceding,  the  purchase  price  paid by the  Participant
(without  regard to any cash provided by the Company)  under any option shall be
increased to the extent necessary to ensure that the maximum discount  permitted
by  Section  423(b)  of the  Code  is not  exceeded  (all as  determined  by the
Committee in its sole  discretion).  Thus, the price paid by the Participant per
share under any option shall equal at least 85% of the lower of: (1) the closing
price per share of Common Stock on the NASD National  Market System on the Grant
Date,  or (2) the closing  price per share of Common Stock on the NASD  National
Market System on the Purchase Date.

                  6.2 Crediting of Shares. Shares purchased on any Purchase Date
shall be held by a custodian or broker  designated by the Committee to hold such
shares for the benefit of the Participants.  As determined by the Committee from
time to time,  such shares  shall be delivered  as physical  certificates  or by
means of a book entry system. The Participant may direct the broker to sell such
shares at any time (subject to applicable securities laws).  However,  except as
determined  by  the  Committee  (in  its   discretion   and  on  a  uniform  and
nondiscriminatory  basis), the Participant may not direct that his or her shares
be  transferred  to  another  broker  or to  any  other  person  (including  the
Participant).

                  6.3 Exhaustion of Shares.  If at any time the shares available
under the Plan are over-enrolled,  enrollments shall be reduced  proportionately
to eliminate the  over-enrollment.  Such reduction  method shall be "bottom up",
with the  result  that all option  exercises  for one share  shall be  satisfied
first,  followed by all exercises for two shares, and so on, until all available
shares have been exhausted.  Any funds that, due to  over-enrollment,  cannot be
applied to the purchase of whole  shares  shall be refunded to the  Participants
(with interest).


                                    SECTION 7
                                   WITHDRAWAL


                  7.1  Withdrawal.  A Participant  may withdraw from the Plan by
submitting  a completed  enrollment  form to the Company.  A withdrawal  will be
effective  only if it is received by the  Company at least seven  calendar  days
before the proposed  date of  withdrawal,  provided that the  Committee,  in its
discretion, may specify (on a uniform and nondiscriminatory basis) an earlier or
later deadline for the submission of enrollment forms. When a withdrawal becomes
effective,  the Participant's  payroll contributions shall cease and all amounts
then credited to the  Participant's  account shall be  distributed to him or her
(without  interest  for the  current  Plan Year  Quarter).  Notwithstanding  any
contrary provision of the Plan, if a Participant  withdraws from the Plan, he or
she shall be  permitted  to  re-enroll  in the Plan as of the earlier of (a) any
Enrollment  Date  which  occurs  six months or more after the date of his or her
withdrawal, or (b) the first Enrollment Date of the next Plan Year.


                                    SECTION 8
                           CESSATION OF PARTICIPATION


                  8.1 Termination of Status as Eligible Employee.  A Participant
shall cease to be a  Participant  immediately  upon the  cessation of his or her
status as an Eligible  Employee (for example,  because of his or her termination
of employment from all Employers for any reason).  As soon as practicable  after
such cessation,  the  Participant's  payroll  contributions  shall cease and all
amounts then credited to the  Participant's  account shall be distributed to him
or her (with  interest).  If a  Participant  is on a  Company-approved  leave of
absence,  his or her  participation in the Plan shall continue for so long as he
or she remains an Eligible Employee and has not withdrawn from the Plan pursuant
to Section 7.1.


                                    SECTION 9
                           DESIGNATION OF BENEFICIARY


                  9.1  Designation.  Each  Participant  may,  pursuant  to  such
uniform and nondiscriminatory  procedures as the Committee may specify from time
to time,  designate one or more Beneficiaries to receive any amounts credited to
the Participant's  account at the time of his or her death.  Notwithstanding any
contrary  provision of this  Section 9,  Sections 9.1 and 9.2 shall be operative
only  after  (and for so long as) the  Committee  determines  (on a uniform  and
nondiscriminatory basis) to permit the designation of Beneficiaries.

                  9.2   Changes.   A   Participant   may   designate   different
Beneficiaries  (or may revoke a prior  Beneficiary  designation)  at any time by
delivering a new  designation  (or  revocation of a prior  designation)  in like
manner.  Any designation or revocation shall be effective only if it is received
by the Committee. However, when so received, the designation or revocation shall
be effective as of the date the  designation or revocation is executed  (whether
or not the Participant still is living),  but without prejudice to the Committee
on account of any payment made before the change is recorded. The last effective
designation received by the Committee shall supersede all prior designations.

                  9.3 Failed  Designations.  If a Participant dies without
having effectively designated a Beneficiary, or if no Beneficiary survives the
Participant, the Participant's Account shall be payable to his or her estate.




<PAGE>


                                   SECTION 10
                                 ADMINISTRATION


                  10.1 Plan  Administrator.  The Plan shall be  administered by
the Committee.  The Committee shall have the authority to control and manage the
operation and administration of the Plan.

                  10.2 Actions by Committee.  Each decision of a majority of the
members of the Committee  then in office shall  constitute the final and binding
act of the  Committee.  The  Committee  may act with or without a meeting  being
called or held and shall keep minutes of all  meetings  held and a record of all
actions taken by written consent.

                  10.3 Powers of Committee.  The Committee shall have all powers
and discretion  necessary or appropriate to supervise the  administration of the
Plan and to control its operation in accordance with its terms,  including,  but
not by way of limitation, the following discretionary powers:

                  (a) To interpret and determine the meaning and validity of the
                      provisions  of the Plan and the options  and to  determine
                      any question  arising  under,  or in connection  with, the
                      administration,  operation  or validity of the Plan or the
                      options;

                  (b) To determine any and all  considerations  affecting the
                      eligibility of any employee to become
                      a Participant or to remain a Participant in the Plan;

                  (c) To cause an account or accounts to be maintained for each
                      Participant;

                  (d) To  determine  the time or times when,  and the number of
                      shares for which,  options  shall be granted;

                  (e) To establish and revise an accounting method or formula
                      for the Plan;

                  (f) To  designate  a  custodian  or broker to  receive  shares
                      purchased  under the Plan and to determine  the manner and
                      form in which shares are to be delivered to the designated
                      custodian or broker;

                  (g) To determine the status and rights of Participants and
                      their Beneficiaries or estates;

                  (h) To employ such brokers,  counsel, agents and advisers, and
                      to obtain such broker, legal, clerical and other services,
                      as it may deem  necessary or  appropriate  in carrying out
                      the provisions of the Plan;

                  (i) To establish, from time to time, rules for the performance
                      of its powers and duties and for the administration of the
                      Plan;

                  (j) To adopt such  procedures and subplans as are necessary or
                      appropriate  to  permit   participation  in  the  Plan  by
                      employees who are foreign nationals or employed outside of
                      the United States;

                  (k) To determine the interest rate and  methodology  for
                      calculating  the interest to be credited
                      to Participants' accounts; and

                  (l) To  delegate  to any one or more of its  members or to any
                      other  person,  severally  or jointly,  the  authority  to
                      perform for and on behalf of the  Committee one or more of
                      the functions of the Committee under the Plan.

                  10.4 Decisions of Committee. All actions, interpretations, and
decisions of the Committee  shall be conclusive and binding on all persons,  and
shall be given the maximum possible deference allowed by law.

                  10.5  Administrative  Expenses.  All expenses  incurred in the
administration of the Plan by the Committee, or otherwise,  including legal fees
and expenses, shall be paid and borne by the Employers,  except any stamp duties
or transfer  taxes  applicable  to the  purchase of shares may be charged to the
account of each Participant.  Any brokerage fees for the purchase of shares by a
Participant  shall  be  paid by the  Company,  but  fees  and  taxes  (including
brokerage fees) for the transfer, sale or resale of shares by a Participant,  or
the  issuance  of  physical  share  certificates,  shall be borne  solely by the
Participant.

                  10.6  Eligibility to  Participate.  No member of the Committee
who is also an employee of an Employer shall be excluded from  participating  in
the Plan if otherwise eligible, but he or she shall not be entitled, as a member
of the Committee, to act or pass upon any matters pertaining specifically to his
or her own account under the Plan.

                  10.7 Indemnification.  Each of the Employers shall, and hereby
does,  indemnify  and hold  harmless the members of the Committee and the Board,
from and against any and all losses,  claims,  damages or liabilities (including
attorneys'  fees and amounts paid, with the approval of the Board, in settlement
of any claim) arising out of or resulting from the implementation of a duty, act
or decision with respect to the Plan, so long as such duty, act or decision does
not  involve  gross  negligence  or willful  misconduct  on the part of any such
individual.


                                   SECTION 11
                       AMENDMENT, TERMINATION AND DURATION


                  11.1 Amendment,  Suspension, or Termination. The Board, in its
sole  discretion,  may amend or terminate the Plan, or any part thereof,  at any
time  and  for  any  reason.  If the  Plan  is  terminated,  the  Board,  in its
discretion, may elect to terminate all outstanding options either immediately or
upon  completion  of the purchase of shares on the next  Purchase  Date,  or may
elect  to  permit  options  to  expire  in  accordance  with  their  terms  (and
participation  to continue  through such expiration  dates).  If the options are
terminated  prior to  expiration,  all amounts  then  credited to  Participants'
accounts  which have not been used to purchase  shares  shall be returned to the
Participants (with interest) as soon as administratively practicable.

                  11.2 Duration of the Plan. The Plan shall commence on the date
specified  herein,  and subject to Section 11.1  (regarding the Board's right to
amend or terminate the Plan), shall remain in effect thereafter.


                                   SECTION 12
                               GENERAL PROVISIONS


                  12.1  Participation by Subsidiaries.  One or more Subsidiaries
of the  Company may become  participating  Employers  by  adopting  the Plan and
obtaining  approval for such adoption  from the Board.  By adopting the Plan, an
Subsidiary  shall be deemed  to agree to all of its  terms,  including  (but not
limited to) the  provisions  granting  exclusive  authority  (a) to the Board to
amend the Plan,  and (b) to the Committee to administer  and interpret the Plan.
Any  Subsidiary  may terminate its  participation  in the Plan at any time.  The
liabilities  incurred  under  the  Plan  to the  Participants  employed  by each
Employer shall be solely the liabilities of that Employer, and no other Employer
shall be liable for benefits accrued by a Participant  during any period when he
or she was not employed by such Employer.

                  12.2 Inalienability.  In no event may either a Participant,  a
former Participant or his or her Beneficiary,  spouse or estate sell,  transfer,
anticipate,  assign,  hypothecate, or otherwise dispose of any right or interest
under the Plan;  and such rights and interests  shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution or other legal
process.  Accordingly,  for example, a Participant's interest in the Plan is not
transferable  pursuant to a domestic  relations  order.  The preceding shall not
affect the  Participant's  right to direct the sale or  transfer  of shares that
have been allocated to the Participant's account at the broker designated by the
Committee (subject to the provisions of the Plan).

                  12.3  Severability.  In the  event any  provision  of the Plan
shall be held illegal or invalid for any reason,  the  illegality  or invalidity
shall  not  affect  the  remaining  parts of the  Plan,  and the  Plan  shall be
construed  and  enforced  as if the  illegal or invalid  provision  had not been
included.

                  12.4  Requirements  of Law.  The  granting  of options and the
issuance  of  shares  shall  be  subject  to all  applicable  laws,  rules,  and
regulations,  and to such approvals by any  governmental  agencies or securities
exchanges as the Committee may determine are necessary or appropriate.

                  12.5 Compliance with Rule 16b-3. Any  transactions  under this
Plan with  respect to officers (as defined in Rule 16a-1  promulgated  under the
1934 Act) are intended to comply with all  applicable  conditions of Rule 16b-3.
To the extent any provision of the Plan or action by the  Committee  fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Committee. Notwithstanding any contrary provision of the
Plan, if the Committee  specifically  determines that compliance with Rule 16b-3
no longer is required,  all  references  in the Plan to Rule 16b-3 shall be null
and void.

                  12.6  No  Enlargement  of  Employment   Rights.   Neither  the
establishment or maintenance of the Plan, the granting of options,  the purchase
of shares,  nor any action of any  Employer or the  Committee,  shall be held or
construed to confer upon any individual any right to be continued as an employee
of the  Employer  nor,  upon  dismissal,  any right or interest in any  specific
assets of the  Employers  other  than as  provided  in the Plan.  Each  Employer
expressly  reserves  the right to discharge  any  employee at any time,  with or
without cause.

                  12.7  Apportionment of Costs and Duties.  All acts required of
the Employers  under the Plan may be performed by the Company for itself and its
Subsidiaries,  and the  costs of the Plan may be  equitably  apportioned  by the
Committee  among the  Company and the other  Employers.  Whenever an Employer is
permitted  or  required  under the terms of the Plan to do or  perform  any act,
matter or thing,  it shall be done and  performed  by any officer or employee of
the Employers who is thereunto duly authorized by the Employers.

                  12.8  Construction and Applicable Law. The Plan is intended to
qualify as an  "employee  stock  purchase  plan"  within the  meaning of Section
423(b) of the Code. Any provision of the Plan which is inconsistent with Section
423(b) of the Code shall, without further act or amendment by the Company or the
Committee,  be reformed to comply with the  requirements of Section 423(b).  The
provisions  of the  Plan  shall  be  construed,  administered  and  enforced  in
accordance  with  such  Section  and with the  laws of the  State of  California
(excluding California's conflict of laws provisions).

                  12.9  Captions.  The  captions  contained  in and the table of
contents prefixed to the Plan are inserted only as a matter of convenience,  and
in no way define, limit, enlarge or describe the scope or intent of the Plan nor
in any way shall affect the construction of any provision of the Plan.


                                   SECTION 13
                                    EXECUTION

                  IN  WITNESS  WHEREOF,  Fritz  Companies,  Inc.,  by  its  duly
authorized officer, has executed this Plan on the date indicated below.



                                                     FRITZ COMPANIES, INC.



Dated: _________________, 2000                       By________________________
                                                     Title:


<PAGE>
























                                                FRITZ COMPANIES, INC.


                                            EMPLOYEE STOCK PURCHASE PLAN



<PAGE>



DOCSSF1:62898.11



<PAGE>


                                TABLE OF CONTENTS

                                                                           Page


SECTION 1 PURPOSE.............................................................1
SECTION 2 DEFINITIONS.........................................................1
     2.1      "1934 Act"......................................................1
     2.2      "Board".........................................................1
     2.3      "Code"..........................................................1
     2.4      "Committee".....................................................1
     2.5      "Common Stock"..................................................1
     2.6      "Company".......................................................1
     2.7      "Compensation" .................................................2
     2.8      "Eligible Employee".............................................2
     2.9      "Employee"......................................................2
     2.10     "Employer" or "Employers".......................................2
     2.11     "Enrollment Date"...............................................2
     2.12     "Grant Date"....................................................2
     2.13     "Participant"...................................................2
     2.14     "Plan"..........................................................2
     2.15     "Plan Year".....................................................2
     2.16     "Plan Year Quarter".............................................3
     2.17     "Purchase Date".................................................3
     2.18     "Subsidiary"....................................................3
SECTION 3 SHARES SUBJECT TO THE PLAN..........................................3
     3.1      Number Available................................................3
     3.2      Adjustments.....................................................3
SECTION 4 ENROLLMENT..........................................................3
     4.1      Participation...................................................3
     4.2      Payroll Withholding.............................................4
SECTION 5 OPTIONS TO PURCHASE COMMON STOCK....................................4
     5.1      Grant of Option.................................................4
     5.2      Duration of Option..............................................4
     5.3      Number of Shares Subject to Option..............................4
     5.4      Other Terms and Conditions......................................5
SECTION 6 PURCHASE OF SHARES..................................................5
     6.1      Exercise of Option..............................................5
     6.2      Crediting of Shares.............................................6
     6.3      Exhaustion of Shares............................................6
SECTION 7 WITHDRAWAL..........................................................6
SECTION 8 CESSATION OF PARTICIPATION..........................................7
SECTION 9 DESIGNATION OF BENEFICIARY..........................................7
     9.1      Designation.....................................................7
     9.2      Changes.........................................................7
     9.3      Failed Designations.............................................7
SECTION 10 ADMINISTRATION.....................................................8
     10.1     Plan Administrator..............................................8
     10.2     Actions by Committee............................................8
     10.3     Powers of Committee.............................................8
     10.4     Decisions of Committee..........................................9
     10.5     Administrative Expenses.........................................9
     10.6     Eligibility to Participate......................................9
     10.7     Indemnification.................................................9
SECTION 11 AMENDMENT, TERMINATION AND DURATION................................9
     11.2     Duration of the Plan...........................................10
SECTION 12 GENERAL PROVISIONS................................................10
     12.1     Participation by Subsidiaries..................................10
     12.2     Inalienability.................................................10
     12.3     Severability...................................................10
     12.4     Requirements of Law............................................10
     12.5     Compliance with Rule 16b-3.....................................10
     12.6     No Enlargement of Employment Rights............................11
     12.7     Apportionment of Costs and Duties..............................11
     12.8     Construction and Applicable Law................................11
     12.9     Captions.......................................................11
SECTION 13 EXECUTION.........................................................11


<PAGE>



DOCSSF1:484101.1
5582-5 YJ1

DOCSSF1:484101.1
5582-5 YJ1
An extra  section break has been inserted  above this  paragraph.  Do not delete
this   section   break   if  you   plan  to  add  text   after   the   Table  of
Contents/Authorities.    Deleting    this   break    will    cause    Table   of
Contents/Authorities  headers and footers to appear on any pages  following  the
Table of Contents/Authorities.




<PAGE>


                                  EXHIBIT 99.2

                              Fritz Companies, Inc.
                            Amendment Number 3 to the
                       1992 Omnibus Equity Incentive Plan
                             (Amended May 17, 1994)



                  FRITZ  COMPANIES,  INC.,  having adopted the Fritz  Companies,
Inc. 1992 Omnibus Equity  Incentive  Plan (the "Plan"),  effective as of October
10, 1992, and amended and restated the Plan on one subsequent  occasion,  hereby
amends the  restated  Plan,  effective  as of October 16,  2000 by deleting  the
numeral  4,520,000 from the first paragraph of Section 4.1 thereof in each place
where it appears and substituting the numeral 6,520,000 therefor.

                  IN  WITNESS  WHEREOF,  Fritz  Companies,  Inc.,  by  its  duly
authorized  officer,  has executed this  Amendment  No. 3 on the date  indicated
below.


                                                FRITZ COMPANIES, INC.


Dated: October 16, 2000                         By: /s/ Jan Raymond

                                                Title: EVP/General Counsel
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 FILING", "secsgml_size_bytes": 62271}]
{"company-data": {"conformed-name": "FRITZ COMPANIES INC", "cik": "0000890662", "assigned-sic": "4731", "irs-number": "943083515", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48478", "film-number": "744461"}, "business-address": {"street1": "706 MISSION ST STE 900", "street2": "6TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "4159048360"}, "mail-address": {"street1": "706 MISSION STREET", "street2": "6TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103"}}
As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 333-____

===============================================================================

DOCSSF1:484101.1
5582-5 YJ1
                                                     FORM S-8

                                              REGISTRATION STATEMENT
                                                       Under
                                            THE SECURITIES ACT OF 1933

                                                  --------------

                                               FRITZ COMPANIES, INC.
                             (Exact name of issuer as specified in its charter)
                                                  --------------

                    Delaware                                      94-3083515
          (State or other jurisdiction                        (I.R.S. employer
        of incorporation or organization)                 identification number)
                                706 Mission Street, San Francisco, CA 94103
                            (Address of principal executive offices) (Zip Code)

                                           FRITZ COMPANIES, INC.
                                      EMPLOYEE STOCK PURCHASE PLAN
                                   1992 OMNIBUS EQUITY INCENTIVE PLAN
                                       (Full title of the plans)

                                             Jan H. Raymond
                                            General Counsel
                                          FRITZ COMPANIES, INC.
                                           706 Mission Street
                                    San Francisco, California 94103
                               (Name and address of agent for service)

                                             (415) 538-0420
                (Telephone number, including area code, of agent for service)

                                               Copy to:

                                         Paul Borden, Esq.
                                 Orrick, Herrington & Sutcliffe LLP
                                         400 Sansome Street
                                    San Francisco, California 94111

                                                       --------------
CALCULATION OF REGISTRATION FEE

==========================    =================    =======================    =========================    =================
                                   Amount             Proposed Maximum            Proposed Maximum
 Title of Securities to            to be             Offering Price Per          Aggregate Offering           Amount of
      be Registered              Registered              Share (1)                   Price (1)             Registration Fee
--------------------------    -----------------    -----------------------    -------------------------    -----------------
----------------------------------------------------------------------------------------------------------------------------
Common Stock (Employee       200,000 shares            $8.50 (2)                 $1,700,000 (2)              $448.80
Stock Purchase Plan)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Common Stock                2,000,000 shares           $8.50 (3)                $17,000,000 (3)             $4,488.00
(1992 Omnibus Equity
Incentive Plan)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
TOTAL                       2,200,000 shares                                                                $4,936.80
============================================================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common  Stock  which  become  issuable  under  the Plans  being  registered
     pursuant to this  Registration  Statement by reason of any stock  dividend,
     stock split,  recapitalization  or any other similar  transaction  effected
     without the receipt of  consideration  which  results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of  $8.50per  share,  the  average of the high and low prices for the
     Common Stock on October 19, 2000 as reported by the NASDAQ Stock  Exchange,
     multiplied by 90%,  which is the  percentage of the trading  purchase price
     applicable to purchases under the Plan.

(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of $8.50 per  share,  the  average of the high and low prices for the
     Common Stock on October 19, 2000 as reported by the NASDAQ Stock Exchange.
DOCSSF1:484101.1
5582-5 YJ1                                                8

DOCSSF1:484101.1
5582-5 YJ1                                                3
                                     PART I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation Of Certain Documents By Reference.

                  The following  documents are incorporated by reference in this
registration statement:

                  (i) The Registrant's  latest annual report,  filed pursuant to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").

                  (ii) All other  reports  filed  pursuant  to Section  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
document referred to in (i) above.

                  (iii) The description of the class of securities to be offered
under this registration  statement  contained in a registration  statement filed
under  Section 12 of the Exchange  Act,  including any amendment or report filed
for the purpose of updating such description.

                  All documents  filed by the Registrant  after the date of this
registration  statement pursuant to Sections 13(a),  13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment (that indicates
all  securities  offered  have  been sold or  deregisters  all  securities  then
remaining  unsold),  shall be deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.           Description Of Securities.

                  Inapplicable.

Item 5.           Interests Of Named Experts And Counsel.

                  Inapplicable.

Item 6.           Indemnification of Directors and Officers.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware (the  "Delaware  Law")  authorizes a Delaware  corporation to indemnify
officers, directors, employees and agents of the corporation, in connection with
actual or threatened actions,  suits or proceedings  provided that such officer,
director,  employee or agent  acted in good faith and in a manner  such  officer
reasonably believed to be in or not opposed to the corporation's best interests,
and, for criminal  proceedings,  had no  reasonable  cause to believe his or her
conduct  was  unlawful.   This  authority  is   sufficiently   broad  to  permit
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement for expenses incurred) arising under the Securities Act.

                  The  Registrant's  Certificate of  Incorporation  provides for
indemnification  of officers and  directors to the fullest  extent  permitted by
Delaware Law.

                  In addition,  the Registrant has, and intends in the future to
enter into, agreements to provide  indemnification for directors and officers in
addition to that  contained in the Restated  Certificate  of  Incorporation  and
By-laws.  The Registrant also carries liability  insurance covering officers and
directors.

                  The  Registrant's  Employee  Stock  Purchase Plan (the "ESPP")
contains indemnification  provisions,  indemnifying the ESPP's named fiduciaries
and any other officers or employees of the Registrant to which fiduciary  duties
have been delegated  arising out of an alleged breach of their fiduciary  duties
under the ESPP and under  ERISA,  except those  involving  gross  negligence  or
willful  misconduct.  The  Registrant's  1992 Omnibus Equity Incentive Plan (the
"1992  Plan")  provides for the  indemnification  of the members of the Board of
Directors  of the  Registrant  and  members  of  the  1992  Plan  administration
committee of the Board.

Item 7.           Exemption From Registration Claimed.

                  Inapplicable.

Item 8.           Exhibits.

5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1     Consent of KPMG LLP.

23.2     Consent of Orrick, Herrington & Sutcliffe LLP is included in
         Exhibit 5.1 to this Registration Statement.

24.1     Power of Attorney (included on signature page).

99.1     Fritz Companies, Inc. Employee Stock Purchase Plan.

99.2     Amendment Number 3 to the Fritz Companies, Inc. 1992 Omnibus Equity
         Incentive Plan (Amended May 17, 1994).

Item 9.           Undertakings.

(a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                  section 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                  Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
         not apply if the registration  statement is on Form S-3 or Form S-8 and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         registrant  pursuant to section 13 or section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

The Registrant

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Francisco,  State of California, on the 19th
day of October, 2000.

                                                     FRITZ COMPANIES, INC.
                                                              (Registrant)

                                           By:
                                             /s/             John R. Skidmore
                                                Vice President, Human Resources
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints Jan Raymond his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorney-in-fact and agent, or her substitutes or substitute,  may lawfully
do or cause to be done by virtue hereof.

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

Signature                        Title                               Date

Principal Executive Officer:

_________________________                                       October 20, 2000
/s/ Raymond L. Smith             Chief Executive Officer

Principal Financial Officer:

_________________________                                       October 20, 2000
/s/         Ronald F. Dutt       Executive Vice President and
                                 Chief Financial Officer

Principal Accounting Officer:

_________________________                                       October 20, 2000
/s/  Janice J. Washburn           Vice President, Controller
                                  and Chief Accounting Officer

Directors:

---------------------------------
/s/ Lynn C. Fritz                 Director                      October 20, 2000

---------------------------------
/s/ James Gilleran                Director                      October 20, 2000

------------------------------------------
/s/ Preston Martin                Director                      October 20, 2000

------------------------------------------
/s/ Paul S. Otellini              Director                      October 20, 2000

------------------------------------------
/s/ William J. Razzouk            Director                      October 20, 2000

A majority of the members of the Board of Directors.
EXHIBIT INDEX

Exhibit                                                            Sequentially
  No.                                                              Numbered Page

5.1                Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1               Consent of KPMG LLP.
23.2               Consent of Orrick, Herrington & Sutcliffe LLP
                   is included in Exhibit 5.1 to this Registration
                   Statement.
24.1               Power of Attorney (included on signature page).
99.1               Fritz Companies, Inc. Employee Stock Purchase Plan.
99.2               Amendment Number 3 to the Fritz Companies, Inc.
                   1992 Omnibus Equity Incentive Plan
                   (Amended May 17, 1994).
13
DOCSSF1:62898.11

DOCSSF1:62898.11

                                   EXHIBIT 5.1

                  Opinion of Orrick, Herrington & Sutcliffe LLP

                 [Letterhead of Orrick, Herrington & Sutcliffe]

October 23, 2000

Fritz Companies, Inc.
706 Mission Street
San Francisco, California  94103
Attention: Jan H. Raymond
General Counsel

Dear Sir:

                  Fritz Companies,  Inc., a Delaware corporation,  has requested
our  opinion  in  connection  with a  Registration  Statement  on Form  S-8 (the
"Registration  Statement")  to be  filed by it today  with  the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Act"),  relating to the shares of Common Stock, $.01 par value, of
Fritz  Companies,  Inc. to be issued under the Fritz  Companies,  Inc.  Employee
Stock Purchase Plan and the 1992 Omnibus Equity Incentive Plan (the "Plans").

                  We have  examined  and are  relying  on  originals,  or copies
certified or otherwise identified to our satisfaction, of such corporate records
and  such  other  instruments,   certificates  and   representations  of  public
officials,  officers and representatives of Fritz Companies, Inc. and such other
persons,  and we  have  made  such  investigations  of law,  as we  have  deemed
appropriate as a basis for the opinion expressed below.

                  Based on the  foregoing,  it is our opinion that the shares of
Fritz  Companies,  Inc.  issuable under the Plans are duly  authorized and, when
issued in accordance with the terms of the Plans, at prices in excess of the par
value thereof, will be validly issued, fully paid and nonassessable.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration  Statement.  By giving such consent, we do not thereby admit
that we are  experts  with  respect to any part of the  Registration  Statement,
including  this exhibit,  within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Commission issued thereunder.

                                Very truly yours,

                                             ORRICK, HERRINGTON & SUTCLIFFE LLP
EXHIBIT 23.1

                         Consent of Independent Auditors

The Board of Directors and Stockholders
Fritz Companies, Inc.

We consent to incorporation by reference in this registration  statement on Form
S-8 of Fritz Companies,  Inc. of our report dated June28,  2000, relating to the
consolidated balance sheets of Fritz Companies,  Inc. as of May 31, 2000 and May
31, 1999 and the related  consolidated  statements of operations,  stockholders'
equity  and  comprehensive  income  and cash  flows for each of the years in the
three-year  period ended May 31, 2000,  which report appears in the May 31, 2000
annual report on Form 10-K of Fritz Companies, Inc.

KPMG LLP

San Francisco, California
October 19, 2000
EXHIBIT 99.1

                              Fritz Companies, Inc.
                          Employee Stock Purchase Plan

                                    SECTION 1
                                     PURPOSE

                  Fritz  Companies,  Inc. (the "Company")  established The Fritz
Companies,  Inc.  Employee  Stock  Purchase Plan (the  "Plan"),  effective as of
August 1, 1996,  in order to provide  eligible  employees of the Company and its
participating Subsidiaries with the opportunity to purchase Common Stock through
payroll deductions. The Company hereby amends and restates the Plan effective as
of September 27, 2000, except as provided otherwise herein. The Plan is intended
to qualify as an employee stock purchase plan under Section 423(b) of the Code.

                                    SECTION 2
                                   DEFINITIONS

                  2.1 "1934 Act" means the  Securities  Exchange Act of 1934, as
amended.  Reference  to a  specific  Section  of  the  1934  Act  or  regulation
thereunder  shall  include  such  Section or  regulation,  any valid  regulation
promulgated  under such  Section,  and any  comparable  provision  of any future
legislation or regulation amending, supplementing or superseding such Section or
regulation.

                  2.2      "Board" means the Board of Directors of the Company.

                  2.3  "Code"  means  the  Internal  Revenue  Code of  1986,  as
amended.  Reference to a specific  Section of the Code or regulation  thereunder
shall include such Section or regulation, any valid regulation promulgated under
such  Section,  and  any  comparable  provision  of any  future  legislation  or
regulation amending, supplementing or superseding such Section or regulation.

                  2.4  "Committee"  shall mean the  committee  appointed  by the
Board to administer  the Plan.  The members of the Committee  shall serve at the
pleasure of the Board and shall be comprised of Employees  and/or members of the
Board.  Any member of the  Committee may resign at any time by notice in writing
mailed or delivered to the Secretary of the Company. As of the effective date of
the Plan,  the Committee  shall be  administered  by the Audit and  Compensation
Committee of the Board.

                  2.5      "Common Stock" means the common stock of the Company.

                  2.6      "Company" means Fritz Companies, Inc., a Delaware
corporation.

                  2.7  "Compensation"  means  a  Participant's  base  salary  or
regular  wages   (including   sick  pay  and  vacation  pay).  A   Participant's
compensation shall not include any other type of remuneration.

                  2.8 "Eligible  Employee"  means every Employee of an Employer,
except any Employee  who (a) has not  completed at least three months of service
(one year of service  prior to  September  27,  2000) since his or her last hire
date, (b) customarily  works not more than 20 hours per week, or (c) immediately
after the  grant of an option  under  the  Plan,  would  own stock  and/or  hold
outstanding  options to purchase stock  possessing  five percent (5%) or more of
the total combined  voting power or value of all classes of stock of the Company
or of any Subsidiary of the Company (including stock attributed to such Employee
pursuant to Section  424(d) of the Code),  provided that the  Committee,  in its
discretion,  from time to time may  determine  that  officers of the Company (as
defined in Rule  16a-1  promulgated  under the 1934 Act)  shall not be  Eligible
Employees. Notwithstanding any contrary provision of clause (a) of the preceding
sentence:  (1) if an Employee who has satisfied the three months of service (one
year service prior to September 27, 2000) requirement terminates employment with
all  Subsidiaries  and,  within  one year of the  termination,  is rehired by an
Employer,  then the  Employee  shall be deemed to have  satisfied  such  service
requirement as of his or her rehire date, and (2) if an Employee becomes such as
a direct result of the  acquisition by the Company or a Subsidiary of the equity
or assets  of a  non-Subsidiary,  then  solely  for  purposes  of the Plan,  the
Employee  shall  receive  service  credit  for  his  or  her  service  with  the
non-Subsidiary  commencing  with  the  Employee's  last  date of hire  with  the
non-Subsidiary.

                  2.9  "Employee"  means  an  individual  who  is  a  common-law
employee of any  Employer,  whether such employee is so employed at the time the
Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

                  2.10  "Employer"  or  "Employers"  means any one or all of the
Company  and those  Subsidiaries  which,  with the  consent of the  Board,  have
adopted the Plan.

                  2.11  "Enrollment  Date" means the first  business day of each
Plan Year Quarter  and/or such other dates  determined  by the Committee (in its
discretion) from time to time.

                  2.12     "Grant Date" means any date on which a Participant is
 granted an option under the Plan.

                  2.13  "Participant"  means an  Eligible  Employee  who (a) has
become a Participant  in the Plan pursuant to Section 4.1 and (b) has not ceased
to be a Participant pursuant to Section 8 or Section 9.

                  2.14     "Plan"  means The  Fritz  Companies,  Inc.  Employee
Stock  Purchase  Plan,  as set forth in this instrument and as hereafter amended
from time to time.

                  2.15 "Plan  Year"  means the period of 12  consecutive  months
from August 1, 1996, through July 31, 1997, and each successive  12-month period
thereafter,  [except that the Plan Year  commencing  August 1, 2000 shall end on
December 31, 2000, and each Plan Year thereafter shall be the calendar year].

                  2.16 "Plan Year Quarter" means, for any period ending prior to
December 31, 2000,  any of the four  periods of three  consecutive  months which
comprise the Plan Year: (a) August 1 through  October 31, (b) November 1 through
January 31, (c) February 1 through  April 30, and (d) May 1 through July 31. The
Plan Year  Quarter  commencing  November 1, 2000 shall end on December 31, 2000;
for options  granted  thereafter,  Plan Year Quarters  shall comprise any of the
following four periods of three consecutive  months: (a) January 1 through March
31, (b) April 1 through June 30, (c) July 1 through September 30 and (d) October
1 through December 31.

                  2.17 "Purchase  Date" means the last business day of each Plan
Year Quarter,  or such other specific business days as may be established by the
Committee  from time to time prior to an  Enrollment  Date for all options to be
granted on such Enrollment Date.

                  2.18  "Subsidiary"  means any corporation in an unbroken chain
of  corporations  beginning with the Company if each of the  corporations  other
than the last corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

                                    SECTION 3
                           SHARES SUBJECT TO THE PLAN

                  3.1 Number  Available.  A maximum of 200,000  shares of Common
Stock shall be available  for issuance  pursuant to the Plan.  However,  no more
than  100,000  shares of Common  Stock  actually  shall be issued under the Plan
unless and until the Committee determines that the additional 100,000 shares may
be issued.  Effective as of September 27, 2000, an additional  200,000 shares of
Common Stock shall be available for issuance  under the Plan.  Shares sold under
the Plan may be newly issued shares,  treasury shares or shares purchased on the
open market.

                  3.2   Adjustments.   In  the  event  of  any   reorganization,
recapitalization,  stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation,  offering of rights or other similar change in
the capital  structure of the Company,  the Board may make such  adjustment,  if
any, as it deems  appropriate  in the  number,  kind and  purchase  price of the
shares available for purchase under the Plan and in the maximum number of shares
subject to any option under the Plan.

                                    SECTION 4
                                   ENROLLMENT

                  4.1 Participation.  Each Eligible Employee may elect to become
a  Participant  by enrolling  or  re-enrolling  in the Plan  effective as of any
Enrollment Date. In order to enroll,  an Eligible  Employee must complete,  sign
and submit to the Company an enrollment form in such form as may be specified by
the Committee from time to time. Any enrollment  form received by the Company no
later than seven  calendar days before an Enrollment  Date shall be effective on
that Enrollment Date, provided that the Committee, in its discretion,  may (on a
uniform and  nondiscriminatory  basis)  specify an earlier or later deadline for
the submission of enrollment forms. Any Participant whose option expires and who
has not withdrawn from the Plan automatically will be re-enrolled in the Plan on
the Enrollment Date immediately  following the Purchase Date on which his or her
option expires.

                  4.2 Payroll  Withholding.  On his or her enrollment form, each
Participant must elect to make Plan  contributions via payroll  withholding from
his or her  Compensation.  Pursuant  to such  procedures  as the  Committee  may
specify from time to time, a Participant may elect to have withholding  equal to
a specific  dollar amount or a whole  percentage  from 1% to 10% (or such lesser
percentage that the Committee may establish from time to time for all options to
be  granted  on any  Enrollment  Date),  provided  that  the  dollar  amount  or
percentage  elected  shall result in expected  withholding  of (a) not less than
$15.00  per pay  period,  and  (b) not  more  than  $10,000  per  Plan  Year.  A
Participant  may  elect to  increase  or  decrease  his or her  rate of  payroll
withholding (effective as of any Enrollment Date) by submitting a new enrollment
form in accordance  with such  procedures as may be established by the Committee
from time to time.  A  Participant  may stop his or her payroll  withholding  by
submitting a new enrollment  form in accordance  with such  procedures as may be
established  by the Committee  from time to time.  In order to be effective,  an
enrollment  form must be received  by the  Company no later than seven  calendar
days before the date  elected  for the change or  cessation,  provided  that the
Committee,  in its discretion,  may (on a uniform and  nondiscriminatory  basis)
specify an earlier or later deadline for the submission of enrollment forms. Any
Participant who is automatically  re-enrolled in the Plan will be deemed to have
elected to continue his or her  contributions  at the percentage last elected by
the Participant.

                                    SECTION 5
                        OPTIONS TO PURCHASE COMMON STOCK

                  5.1  Grant of  Option.  On each  Enrollment  Date on which the
Participant  enrolls or  re-enrolls  in the Plan,  he or she shall be granted an
option to purchase shares of Common Stock.

                  5.2  Duration of Option.  Each option  granted  under the Plan
shall expire on the earliest to occur of (a) the  completion  of the purchase of
shares on the last Purchase Date occurring within 27 months of the Grant Date of
such  option,  (b) such  shorter  option  period  as may be  established  by the
Committee  from time to time prior to an  Enrollment  Date for all options to be
granted on such Enrollment Date, or (c) the date on which the Participant ceases
to be such for any reason.  Until otherwise  determined by the Committee for all
options to be granted on an Enrollment  Date,  the period  referred to in clause
(b) in the  preceding  sentence  shall  mean  the  period  from  the  applicable
Enrollment Date through the last business day prior to the immediately following
Enrollment Date.

                  5.3 Number of Shares  Subject to Option.  The number of shares
available for purchase by each Participant  under the option will be established
by the Committee  from time to time prior to an Enrollment  Date for all options
to be granted on such  Enrollment  Date.  In addition  and  notwithstanding  the
preceding,  an option (taken  together  with all other options then  outstanding
under this Plan and under all other similar employee stock purchase plans of the
Employers) shall not give the Participant the right to purchase shares at a rate
which accrues in excess of $25,000 of fair market value at the applicable  Grant
Dates of such shares (less the fair market value at the  applicable  Grant Dates
of any shares  previously  purchased  during such year under  options which have
expired or  terminated)  in any calendar year during which such  Participant  is
enrolled in the Plan at any time.

                  5.4 Other  Terms and  Conditions.  Each  option  shall be
subject  to the  following  additional  terms and conditions:

                  (a) payment  for shares  purchased  under the option  shall be
                      made only through payroll withholding under Section 4.2;

                  (b) if determined by the Committee (in its discretion and on a
                      uniform and  nondiscriminatory  basis),  funds credited to
                      each  Participant's  account may be credited with interest
                      at a rate (which may be a variable rate) determined by the
                      Committee from time to time in its discretion;

                  (c) purchase of shares upon exercise of the option will be
                      accomplished  only in  installments in accordance with
                      Section 6.1;

                  (d) the price per share under the option will be determined as
                      provided in Section 6.1; and

                  (e) the option in all respects  shall be subject to such other
                      terms  and   conditions   (applied   on  a   uniform   and
                      nondiscriminatory basis), as the Committee shall determine
                      from time to time in its discretion.

                                    SECTION 6
                               PURCHASE OF SHARES

                  6.1  Exercise  of  Option.  Subject to  Section  6.2,  on each
Purchase Date on or after  September  27, 2000,  the funds then credited to each
Participant's  account shall be transferred to a custodian or broker  designated
by the Committee,  along with  sufficient cash provided by the Company to permit
the purchase at fair market value on the open market by such custodian or broker
of the  number  of  shares of Common  Stock  sufficient  to cause the  effective
purchase  price paid by the  Participant  (not  including any amount paid by the
Company) for such shares to equal the price per share as specified below in this
Section  6.1.  Any cash  remaining  after whole shares of Common Stock have been
purchased shall be carried forward in the Participant's account for the purchase
of shares on the next Purchase Date. The price per share paid by the Participant
(without  regard to any cash  provided by the Company) for the shares  purchased
under any option shall be the lower of:

                  (a) the  closing  price  per  share  of  Common  Stock  on the
                      business day immediately preceding the Grant Date for such
                      option on the NASD National Market System; or

                  (b) 90% of the  "average  closing  price per share"  (for this
                      purpose,  the "average  closing price per share" means the
                      arithmetic  mean of the closing prices per share of Common
                      Stock  on the  Purchase  Date  and the two  business  days
                      immediately  preceding the Purchase  Date, as reported for
                      each  such  business  day  on  the  NASD  National  Market
                      System).

Notwithstanding  the  preceding,  the  purchase  price  paid by the  Participant
(without  regard to any cash provided by the Company)  under any option shall be
increased to the extent necessary to ensure that the maximum discount  permitted
by  Section  423(b)  of the  Code  is not  exceeded  (all as  determined  by the
Committee in its sole  discretion).  Thus, the price paid by the Participant per
share under any option shall equal at least 85% of the lower of: (1) the closing
price per share of Common Stock on the NASD National  Market System on the Grant
Date,  or (2) the closing  price per share of Common Stock on the NASD  National
Market System on the Purchase Date.

                  6.2 Crediting of Shares. Shares purchased on any Purchase Date
shall be held by a custodian or broker  designated by the Committee to hold such
shares for the benefit of the Participants.  As determined by the Committee from
time to time,  such shares  shall be delivered  as physical  certificates  or by
means of a book entry system. The Participant may direct the broker to sell such
shares at any time (subject to applicable securities laws).  However,  except as
determined  by  the  Committee  (in  its   discretion   and  on  a  uniform  and
nondiscriminatory  basis), the Participant may not direct that his or her shares
be  transferred  to  another  broker  or to  any  other  person  (including  the
Participant).

                  6.3 Exhaustion of Shares.  If at any time the shares available
under the Plan are over-enrolled,  enrollments shall be reduced  proportionately
to eliminate the  over-enrollment.  Such reduction  method shall be "bottom up",
with the  result  that all option  exercises  for one share  shall be  satisfied
first,  followed by all exercises for two shares, and so on, until all available
shares have been exhausted.  Any funds that, due to  over-enrollment,  cannot be
applied to the purchase of whole  shares  shall be refunded to the  Participants
(with interest).

                                    SECTION 7
                                   WITHDRAWAL

                  7.1  Withdrawal.  A Participant  may withdraw from the Plan by
submitting  a completed  enrollment  form to the Company.  A withdrawal  will be
effective  only if it is received by the  Company at least seven  calendar  days
before the proposed  date of  withdrawal,  provided that the  Committee,  in its
discretion, may specify (on a uniform and nondiscriminatory basis) an earlier or
later deadline for the submission of enrollment forms. When a withdrawal becomes
effective,  the Participant's  payroll contributions shall cease and all amounts
then credited to the  Participant's  account shall be  distributed to him or her
(without  interest  for the  current  Plan Year  Quarter).  Notwithstanding  any
contrary provision of the Plan, if a Participant  withdraws from the Plan, he or
she shall be  permitted  to  re-enroll  in the Plan as of the earlier of (a) any
Enrollment  Date  which  occurs  six months or more after the date of his or her
withdrawal, or (b) the first Enrollment Date of the next Plan Year.

                                    SECTION 8
                           CESSATION OF PARTICIPATION

                  8.1 Termination of Status as Eligible Employee.  A Participant
shall cease to be a  Participant  immediately  upon the  cessation of his or her
status as an Eligible  Employee (for example,  because of his or her termination
of employment from all Employers for any reason).  As soon as practicable  after
such cessation,  the  Participant's  payroll  contributions  shall cease and all
amounts then credited to the  Participant's  account shall be distributed to him
or her (with  interest).  If a  Participant  is on a  Company-approved  leave of
absence,  his or her  participation in the Plan shall continue for so long as he
or she remains an Eligible Employee and has not withdrawn from the Plan pursuant
to Section 7.1.

                                    SECTION 9
                           DESIGNATION OF BENEFICIARY

                  9.1  Designation.  Each  Participant  may,  pursuant  to  such
uniform and nondiscriminatory  procedures as the Committee may specify from time
to time,  designate one or more Beneficiaries to receive any amounts credited to
the Participant's  account at the time of his or her death.  Notwithstanding any
contrary  provision of this  Section 9,  Sections 9.1 and 9.2 shall be operative
only  after  (and for so long as) the  Committee  determines  (on a uniform  and
nondiscriminatory basis) to permit the designation of Beneficiaries.

                  9.2   Changes.   A   Participant   may   designate   different
Beneficiaries  (or may revoke a prior  Beneficiary  designation)  at any time by
delivering a new  designation  (or  revocation of a prior  designation)  in like
manner.  Any designation or revocation shall be effective only if it is received
by the Committee. However, when so received, the designation or revocation shall
be effective as of the date the  designation or revocation is executed  (whether
or not the Participant still is living),  but without prejudice to the Committee
on account of any payment made before the change is recorded. The last effective
designation received by the Committee shall supersede all prior designations.

                  9.3 Failed  Designations.  If a Participant dies without
having effectively designated a Beneficiary, or if no Beneficiary survives the
Participant, the Participant's Account shall be payable to his or her estate.
SECTION 10
                                 ADMINISTRATION

                  10.1 Plan  Administrator.  The Plan shall be  administered by
the Committee.  The Committee shall have the authority to control and manage the
operation and administration of the Plan.

                  10.2 Actions by Committee.  Each decision of a majority of the
members of the Committee  then in office shall  constitute the final and binding
act of the  Committee.  The  Committee  may act with or without a meeting  being
called or held and shall keep minutes of all  meetings  held and a record of all
actions taken by written consent.

                  10.3 Powers of Committee.  The Committee shall have all powers
and discretion  necessary or appropriate to supervise the  administration of the
Plan and to control its operation in accordance with its terms,  including,  but
not by way of limitation, the following discretionary powers:

                  (a) To interpret and determine the meaning and validity of the
                      provisions  of the Plan and the options  and to  determine
                      any question  arising  under,  or in connection  with, the
                      administration,  operation  or validity of the Plan or the
                      options;

                  (b) To determine any and all  considerations  affecting the
                      eligibility of any employee to become
                      a Participant or to remain a Participant in the Plan;

                  (c) To cause an account or accounts to be maintained for each
                      Participant;

                  (d) To  determine  the time or times when,  and the number of
                      shares for which,  options  shall be granted;

                  (e) To establish and revise an accounting method or formula
                      for the Plan;

                  (f) To  designate  a  custodian  or broker to  receive  shares
                      purchased  under the Plan and to determine  the manner and
                      form in which shares are to be delivered to the designated
                      custodian or broker;

                  (g) To determine the status and rights of Participants and
                      their Beneficiaries or estates;

                  (h) To employ such brokers,  counsel, agents and advisers, and
                      to obtain such broker, legal, clerical and other services,
                      as it may deem  necessary or  appropriate  in carrying out
                      the provisions of the Plan;

                  (i) To establish, from time to time, rules for the performance
                      of its powers and duties and for the administration of the
                      Plan;

                  (j) To adopt such  procedures and subplans as are necessary or
                      appropriate  to  permit   participation  in  the  Plan  by
                      employees who are foreign nationals or employed outside of
                      the United States;

                  (k) To determine the interest rate and  methodology  for
                      calculating  the interest to be credited
                      to Participants' accounts; and

                  (l) To  delegate  to any one or more of its  members or to any
                      other  person,  severally  or jointly,  the  authority  to
                      perform for and on behalf of the  Committee one or more of
                      the functions of the Committee under the Plan.

                  10.4 Decisions of Committee. All actions, interpretations, and
decisions of the Committee  shall be conclusive and binding on all persons,  and
shall be given the maximum possible deference allowed by law.

                  10.5  Administrative  Expenses.  All expenses  incurred in the
administration of the Plan by the Committee, or otherwise,  including legal fees
and expenses, shall be paid and borne by the Employers,  except any stamp duties
or transfer  taxes  applicable  to the  purchase of shares may be charged to the
account of each Participant.  Any brokerage fees for the purchase of shares by a
Participant  shall  be  paid by the  Company,  but  fees  and  taxes  (including
brokerage fees) for the transfer, sale or resale of shares by a Participant,  or
the  issuance  of  physical  share  certificates,  shall be borne  solely by the
Participant.

                  10.6  Eligibility to  Participate.  No member of the Committee
who is also an employee of an Employer shall be excluded from  participating  in
the Plan if otherwise eligible, but he or she shall not be entitled, as a member
of the Committee, to act or pass upon any matters pertaining specifically to his
or her own account under the Plan.

                  10.7 Indemnification.  Each of the Employers shall, and hereby
does,  indemnify  and hold  harmless the members of the Committee and the Board,
from and against any and all losses,  claims,  damages or liabilities (including
attorneys'  fees and amounts paid, with the approval of the Board, in settlement
of any claim) arising out of or resulting from the implementation of a duty, act
or decision with respect to the Plan, so long as such duty, act or decision does
not  involve  gross  negligence  or willful  misconduct  on the part of any such
individual.

                                   SECTION 11
                       AMENDMENT, TERMINATION AND DURATION

                  11.1 Amendment,  Suspension, or Termination. The Board, in its
sole  discretion,  may amend or terminate the Plan, or any part thereof,  at any
time  and  for  any  reason.  If the  Plan  is  terminated,  the  Board,  in its
discretion, may elect to terminate all outstanding options either immediately or
upon  completion  of the purchase of shares on the next  Purchase  Date,  or may
elect  to  permit  options  to  expire  in  accordance  with  their  terms  (and
participation  to continue  through such expiration  dates).  If the options are
terminated  prior to  expiration,  all amounts  then  credited to  Participants'
accounts  which have not been used to purchase  shares  shall be returned to the
Participants (with interest) as soon as administratively practicable.

                  11.2 Duration of the Plan. The Plan shall commence on the date
specified  herein,  and subject to Section 11.1  (regarding the Board's right to
amend or terminate the Plan), shall remain in effect thereafter.

                                   SECTION 12
                               GENERAL PROVISIONS

                  12.1  Participation by Subsidiaries.  One or more Subsidiaries
of the  Company may become  participating  Employers  by  adopting  the Plan and
obtaining  approval for such adoption  from the Board.  By adopting the Plan, an
Subsidiary  shall be deemed  to agree to all of its  terms,  including  (but not
limited to) the  provisions  granting  exclusive  authority  (a) to the Board to
amend the Plan,  and (b) to the Committee to administer  and interpret the Plan.
Any  Subsidiary  may terminate its  participation  in the Plan at any time.  The
liabilities  incurred  under  the  Plan  to the  Participants  employed  by each
Employer shall be solely the liabilities of that Employer, and no other Employer
shall be liable for benefits accrued by a Participant  during any period when he
or she was not employed by such Employer.

                  12.2 Inalienability.  In no event may either a Participant,  a
former Participant or his or her Beneficiary,  spouse or estate sell,  transfer,
anticipate,  assign,  hypothecate, or otherwise dispose of any right or interest
under the Plan;  and such rights and interests  shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution or other legal
process.  Accordingly,  for example, a Participant's interest in the Plan is not
transferable  pursuant to a domestic  relations  order.  The preceding shall not
affect the  Participant's  right to direct the sale or  transfer  of shares that
have been allocated to the Participant's account at the broker designated by the
Committee (subject to the provisions of the Plan).

                  12.3  Severability.  In the  event any  provision  of the Plan
shall be held illegal or invalid for any reason,  the  illegality  or invalidity
shall  not  affect  the  remaining  parts of the  Plan,  and the  Plan  shall be
construed  and  enforced  as if the  illegal or invalid  provision  had not been
included.

                  12.4  Requirements  of Law.  The  granting  of options and the
issuance  of  shares  shall  be  subject  to all  applicable  laws,  rules,  and
regulations,  and to such approvals by any  governmental  agencies or securities
exchanges as the Committee may determine are necessary or appropriate.

                  12.5 Compliance with Rule 16b-3. Any  transactions  under this
Plan with  respect to officers (as defined in Rule 16a-1  promulgated  under the
1934 Act) are intended to comply with all  applicable  conditions of Rule 16b-3.
To the extent any provision of the Plan or action by the  Committee  fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Committee. Notwithstanding any contrary provision of the
Plan, if the Committee  specifically  determines that compliance with Rule 16b-3
no longer is required,  all  references  in the Plan to Rule 16b-3 shall be null
and void.

                  12.6  No  Enlargement  of  Employment   Rights.   Neither  the
establishment or maintenance of the Plan, the granting of options,  the purchase
of shares,  nor any action of any  Employer or the  Committee,  shall be held or
construed to confer upon any individual any right to be continued as an employee
of the  Employer  nor,  upon  dismissal,  any right or interest in any  specific
assets of the  Employers  other  than as  provided  in the Plan.  Each  Employer
expressly  reserves  the right to discharge  any  employee at any time,  with or
without cause.

                  12.7  Apportionment of Costs and Duties.  All acts required of
the Employers  under the Plan may be performed by the Company for itself and its
Subsidiaries,  and the  costs of the Plan may be  equitably  apportioned  by the
Committee  among the  Company and the other  Employers.  Whenever an Employer is
permitted  or  required  under the terms of the Plan to do or  perform  any act,
matter or thing,  it shall be done and  performed  by any officer or employee of
the Employers who is thereunto duly authorized by the Employers.

                  12.8  Construction and Applicable Law. The Plan is intended to
qualify as an  "employee  stock  purchase  plan"  within the  meaning of Section
423(b) of the Code. Any provision of the Plan which is inconsistent with Section
423(b) of the Code shall, without further act or amendment by the Company or the
Committee,  be reformed to comply with the  requirements of Section 423(b).  The
provisions  of the  Plan  shall  be  construed,  administered  and  enforced  in
accordance  with  such  Section  and with the  laws of the  State of  California
(excluding California's conflict of laws provisions).

                  12.9  Captions.  The  captions  contained  in and the table of
contents prefixed to the Plan are inserted only as a matter of convenience,  and
in no way define, limit, enlarge or describe the scope or intent of the Plan nor
in any way shall affect the construction of any provision of the Plan.

                                   SECTION 13
                                    EXECUTION

                  IN  WITNESS  WHEREOF,  Fritz  Companies,  Inc.,  by  its  duly
authorized officer, has executed this Plan on the date indicated below.

                                                     FRITZ COMPANIES, INC.

Dated: _________________, 2000                       By________________________
                                                     Title:
FRITZ COMPANIES, INC.

                                            EMPLOYEE STOCK PURCHASE PLAN
DOCSSF1:62898.11
TABLE OF CONTENTS

                                                                           Page

SECTION 1 PURPOSE.............................................................1
SECTION 2 DEFINITIONS.........................................................1
     2.1      "1934 Act"......................................................1
     2.2      "Board".........................................................1
     2.3      "Code"..........................................................1
     2.4      "Committee".....................................................1
     2.5      "Common Stock"..................................................1
     2.6      "Company".......................................................1
     2.7      "Compensation" .................................................2
     2.8      "Eligible Employee".............................................2
     2.9      "Employee"......................................................2
     2.10     "Employer" or "Employers".......................................2
     2.11     "Enrollment Date"...............................................2
     2.12     "Grant Date"....................................................2
     2.13     "Participant"...................................................2
     2.14     "Plan"..........................................................2
     2.15     "Plan Year".....................................................2
     2.16     "Plan Year Quarter".............................................3
     2.17     "Purchase Date".................................................3
     2.18     "Subsidiary"....................................................3
SECTION 3 SHARES SUBJECT TO THE PLAN..........................................3
     3.1      Number Available................................................3
     3.2      Adjustments.....................................................3
SECTION 4 ENROLLMENT..........................................................3
     4.1      Participation...................................................3
     4.2      Payroll Withholding.............................................4
SECTION 5 OPTIONS TO PURCHASE COMMON STOCK....................................4
     5.1      Grant of Option.................................................4
     5.2      Duration of Option..............................................4
     5.3      Number of Shares Subject to Option..............................4
     5.4      Other Terms and Conditions......................................5
SECTION 6 PURCHASE OF SHARES..................................................5
     6.1      Exercise of Option..............................................5
     6.2      Crediting of Shares.............................................6
     6.3      Exhaustion of Shares............................................6
SECTION 7 WITHDRAWAL..........................................................6
SECTION 8 CESSATION OF PARTICIPATION..........................................7
SECTION 9 DESIGNATION OF BENEFICIARY..........................................7
     9.1      Designation.....................................................7
     9.2      Changes.........................................................7
     9.3      Failed Designations.............................................7
SECTION 10 ADMINISTRATION.....................................................8
     10.1     Plan Administrator..............................................8
     10.2     Actions by Committee............................................8
     10.3     Powers of Committee.............................................8
     10.4     Decisions of Committee..........................................9
     10.5     Administrative Expenses.........................................9
     10.6     Eligibility to Participate......................................9
     10.7     Indemnification.................................................9
SECTION 11 AMENDMENT, TERMINATION AND DURATION................................9
     11.2     Duration of the Plan...........................................10
SECTION 12 GENERAL PROVISIONS................................................10
     12.1     Participation by Subsidiaries..................................10
     12.2     Inalienability.................................................10
     12.3     Severability...................................................10
     12.4     Requirements of Law............................................10
     12.5     Compliance with Rule 16b-3.....................................10
     12.6     No Enlargement of Employment Rights............................11
     12.7     Apportionment of Costs and Duties..............................11
     12.8     Construction and Applicable Law................................11
     12.9     Captions.......................................................11
SECTION 13 EXECUTION.........................................................11
DOCSSF1:484101.1
5582-5 YJ1

DOCSSF1:484101.1
5582-5 YJ1
An extra  section break has been inserted  above this  paragraph.  Do not delete
this   section   break   if  you   plan  to  add  text   after   the   Table  of
Contents/Authorities.    Deleting    this   break    will    cause    Table   of
Contents/Authorities  headers and footers to appear on any pages  following  the
Table of Contents/Authorities.
EXHIBIT 99.2

                              Fritz Companies, Inc.
                            Amendment Number 3 to the
                       1992 Omnibus Equity Incentive Plan
                             (Amended May 17, 1994)

                  FRITZ  COMPANIES,  INC.,  having adopted the Fritz  Companies,
Inc. 1992 Omnibus Equity  Incentive  Plan (the "Plan"),  effective as of October
10, 1992, and amended and restated the Plan on one subsequent  occasion,  hereby
amends the  restated  Plan,  effective  as of October 16,  2000 by deleting  the
numeral  4,520,000 from the first paragraph of Section 4.1 thereof in each place
where it appears and substituting the numeral 6,520,000 therefor.

                  IN  WITNESS  WHEREOF,  Fritz  Companies,  Inc.,  by  its  duly
authorized  officer,  has executed this  Amendment  No. 3 on the date  indicated
below.

                                                FRITZ COMPANIES, INC.

Dated: October 16, 2000                         By: /s/ Jan Raymond

                                                Title: EVP/General Counsel