As filed with the Securities and Exchange Commission on August 24, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

         --------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
         --------------------------------------------------------------
                        CIRCLE INTERNATIONAL GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)
         --------------------------------------------------------------

         Delaware                                           94-1740320
         (State or Other Jurisdiction of              (I.R.S. Employer
         Incorporation or Organization)            Identification No.)


         260 Townsend Street,
         San Francisco, California                          94107-0933
         (Address of Principal Executive Offices)           (Zip Code)

         --------------------------------------------------------------
                        Circle International Group, Inc.
                             1999 Stock Option Plan
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                David I. Beatson
                             Chief Executive Officer
                        Circle International Group, Inc.
                               260 Townsend Street
                          San Francisco, CA 94107-0933
                    (Name and Address of Agent For Service)


                                 (415) 978-0600
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             Robert H. Kennis, Esq.
                           General Counsel & Secretary
                        Circle International Group, Inc.
                               260 Townsend Street
                          San Francisco, CA 94107-0933
                                 (415) 978-0600

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                    Proposed         Proposed
 Title of                           Maximum          Maximum
Securities           Amount         Offering         Aggregate
  to be              to be          Price Per        Offering        Amount of
Registered         Registered       Share (1)        Price (1)      Registration
--------------------------------------------------------------------------------
Common Stocks (2)
par value, $1.00
per share.......  125,000 shares    $25.75         $3,218,750.00       $895.00
================================================================================
(1)  Pursuant to Rule 457(h)(1),  the proposed  maximum offering price per share
     and the proposed maximum  aggregate  offering price have been calculated on
     the basis of $25.75 per share, the average of the high and low price of the
     Common Stock on the Nasdaq National Market on August 20, 1999.
(2)  Includes  Preferred Stock Purchase Rights which, prior to the occurrence of
     certain  events,  will not be exercisable or evidenced  separately from the
     Common Stock.
================================================================================

<PAGE>

                                     PART I

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information *

 *        Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed by Circle International Group, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference to this Registration Statement:

          (a)  The Registrant's  Annual Report on Form 10-K (File No 0-8664) for
               the fiscal year ended December 31, 1998.

          (b)  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
               Registrant document referred to in (a) above.

          (c)  The  description of the  Registrant's  common stock and preferred
               stock purchase rights  contained in the  registration  statements
               filed under the Securities  Exchange Act of 1934, as amended (the
               "Exchange Act") on Form 8-A, including any subsequent  amendments
               or reports filed for the purpose of updating that information.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which 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,  as amended,  provides
that the Registrant's directors shall not be personally liable to the Registrant
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  to the fullest  extent  permitted by Delaware  Law. The  Registrant's
By-laws  provide for  indemnification  of officers and  directors to the fullest
extent permitted by Delaware Law. The Registrant  maintains  insurance  policies
that insure its officers and directors against certain liabilities. 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 Certificate of Incorporation, as amended, and By-laws.


                                       2
<PAGE>

Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

     Exhibit
     Number    Name
     ------    ----

      5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.


      23.1     Consent of Deloitte and Touche LLP.


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


      99.1     Circle International Group, Inc. 1999 Stock Option Plan.

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;

                   (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  Notwithstanding the foregoing,  any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the  estimated  maximum  offering  range  may be  reflected  in the  form  of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price set for the in the  "Calculation  of
Registration Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do not apply if 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  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act, 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,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.


                                       3
<PAGE>

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       4
<PAGE>


                                   SIGNATURES

     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 23rd of
August, 1999.


                                     CIRCLE INTERNATIONAL GROUP, INC.
                                    (Registrant)


                                       By: /S/ David I. Beatson
                                           -------------------------------------
                                           David I. Beatson
                                           President and Chief Executive Officer

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

                                 Chairman of the Board of
                                 Directors, President and
/S/ David I. Beatson             Chief Executive Officer        August 23, 1999
----------------------------
David I. Beatson              (Principal Executive Officer)


                                 Chief Financial Officer
/S/ Janice Kerti                 Senior Vice President          August 23, 1999
----------------------------
Janice Kerti                 (Principal Financial Officer and
                               Principal Accounting Officer)



                                       5
<PAGE>


       Signature                           Title                     Date
       ---------                           -----                     ----



/S/ David I. Beatson                     Director               August 23, 1999
----------------------------
David I. Beatson


/S/ Wesley J. Fastiff                    Director               August 23, 1999
----------------------------
Wesley J. Fastiff


/S/ Peter Gibert                         Director               August 23, 1999
----------------------------
Peter Gibert


/S/ Edwin J. Holman                      Director               August 23, 1999
----------------------------
Edwin J. Holman


/S/ John M. Kaiser                       Director               August 23, 1999
----------------------------
John M. Kaiser


                                         Director               August 23, 1999
----------------------------
John M. Lillie


/S/ Ray C. Robinson, Jr.                 Director               August 23, 1999
----------------------------
Ray C. Robinson, Jr.

A majority of the members of the Board of Directors.


                                       6
<PAGE>

                                  EXHIBIT INDEX

     Exhibit
     Number    Name
     ------    ----

      5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.


      23.1     Consent of Deloitte and Touche LLP.


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


      99.1     Circle International Group, Inc. 1999 Stock Option Plan.



                                       7
<PAGE>

                                                                     EXHIBIT 5.1





                                  August 24, 1999




Circle International Group, Inc.
260 Townsend Street
San Francisco, California 94107-0933

            Re:   Registration Statement on Form S-8 -
                  Circle International Group, Inc. 1999 Stock Option Plan
                  -------------------------------------------------------

Ladies and Gentlemen:

      At your  request,  we are rendering  this opinion in  connection  with the
proposed  issuance pursuant to the Circle  International  Group, Inc. 1999 Stock
Option Plan (the "Plan"),  of up to 125,000  shares of common  stock,  $1.00 par
value  ("Common  Stock"),  of  Circle  International  Group,  Inc.,  a  Delaware
corporation (the "Company").

      We have  examined  instruments,  documents,  and  records  which we deemed
relevant and necessary for the basis of our opinion  hereinafter  expressed.  In
such  examination,  we have  assumed  the  following:  (a) the  authenticity  of
original documents and the genuineness of all signatures;  (b) the conformity to
the  originals of all  documents  submitted to us as copies;  and (c) the truth,
accuracy and  completeness of the  information,  representations  and warranties
contained  in the  records,  documents,  instruments  and  certificates  we have
reviewed.

      Based on such  examination,  we are of the  opinion  that the shares to be
issued by the  Company  pursuant to the Plan are  validly  authorized  shares of
Common Stock,  and, when issued in accordance  with the  provisions of the Plan,
will be legally issued, fully paid, and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement on Form S-8. In giving such consent, we do not
consider  that we are  "experts"  within the meaning of such term as used in the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.

                                Very truly yours,



                                ORRICK, HERRINGTON & SUTCLIFFE LLP




                                       8
<PAGE>

                                                                    EXHIBIT 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Circle  International  Group,  Inc. on Form S-8 of our  reported  dated March 5,
1999,  appearing in and  incorporated  by reference in the Annual Report on Form
10-K of Circle International Group, Inc. for the year ended December 31, 1998.


/S/ Deloitte and Touche LLP
----------------------------
Deloitte and Touche LLP


San Francisco, California
August 24, 1999




                                       9
<PAGE>

                                                                    EXHIBIT 99.1



                        CIRCLE INTERNATIONAL GROUP, INC.

                             1999 STOCK OPTION PLAN

                                   SECTION 1

                       ESTABLISHMENT, PURPOSE AND DURATION

     1.1  Establishment  of  the  Plan.  Circle  International  Group,  Inc.,  a
Delaware corporation (the "Company"),  hereby establishes a stock option plan to
be known as the "Circle  International  Group, Inc. 1999 Stock Option Plan" (the
"Plan").  The Plan permits the grant of Nonqualified Stock Options.  The Plan is
effective as of August 23, 1999.

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
success, and enhance the value, of the Company by linking the personal interests
of Participants to those of Company shareholders,  and by providing Participants
with an incentive for outstanding performance.

     The Plan is further  intended to provide  flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants upon whose
judgment,  interest,  and special effort the successful conduct of its operation
largely is dependent.

     1.3  Duration of the Plan. The Plan shall commence on the date specified in
Section 1.1,  and shall  remain in effect,  subject to the right of the Board of
Directors  to  terminate  the Plan at any time  pursuant to Section 13 until all
Shares  subject to the Plan have been  purchased  or  acquired  pursuant  to the
provisions of the Plan.

                                   SECTION 2

                                  DEFINITIONS

     The following terms shall have the meanings set forth below, unless plainly
required by the context:

     2.1  "Award  Agreement" means an agreement entered into by each Participant
and the Company,  setting forth the terms and  provisions  applicable to Options
granted to Participants under this Plan.

     2.2  "Board" or "Board of  Directors"  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  shall  include  such  section,  any  valid
regulation  promulgated  thereunder,  and any comparable provision of any future
legislation amending, supplementing or superseding such section.

     2.4  "Committee" means the committee,  as specified in Section 3, appointed
by the Board to administer the Plan with respect to grants of Options.


<PAGE>

     2.5  "Company"  means  Circle   International   Group,   Inc.,  a  Delaware
corporation, or any successor thereto.

     2.6  "Consultant" means any consultant,  independent  contractor,  or other
person who provides bona fide services to the Company or its  Subsidiaries,  but
who is neither an employee of the Company or its Subsidiaries, nor a Director of
the Company.

     2.7  "Director"  means  any  individual  who is a  member  of the  Board of
Directors of the Company.

     2.8  "Disability" means a permanent and total disability within the meaning
of Code Section 22 (e) (3).

     2.9  "Employee"  means any  employee  of the  Company  or of the  Company's
subsidiaries,  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 "Exchange  Act" means the Securities  Exchange Act of 1934, as amended
from time to time, or any successor Act thereto. Reference to a specific section
or regulation of the Exchange Act shall include such section or regulation,  any
valid regulation  promulgated  thereunder,  and any comparable  provision of any
future  legislation  amending,  supplementing  or  superseding  such  section or
regulation.

     2.11 "Fair Market Value" means the last quoted  selling price for Shares on
the  relevant  date,  or if there  were no sales on such date,  the last  quoted
selling price on the nearest day before the relevant  date, as determined by the
Committee.

     2.12 "Incentive  Stock Option" or "ISO" means an option to purchase Shares,
which is  designated  as an  Incentive  Stock Option and is intended to meet the
requirements of Section 422 of the Code.

     2.13 "Insider"  shall  mean an Employee  who, on the  relevant  date,  is a
Company director,  Company officer (within the meaning of Rule 16a-l promulgated
under the  Exchange  Act),  or  beneficial  owner of 10% or more of the  Shares.
Insider  shall also  include any  individual  who, on the  relevant  date,  is a
"covered employee" within the meaning of Section 162(m)(3) of the Code.

     2.14 "Nonqualified  Stock  Option" or "NQSO"  means an  option to  purchase
Shares which is not intended to be an Incentive Stock Option.

     2.15 "Option" means a Nonqualified Stock Option.

     2.16 "Option  Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option, as determined by the Committee.

     2.17 "Participant"  means an Employee of the Company who has an outstanding
Option granted under the Plan.


                                       2
<PAGE>

     2.18 "Retirement"  shall  have the meaning for each  respective  individual
Participant ascribed to it in the pension plan of the Company applicable to each
such respective Participant.

     2.19 "Shares" means the shares of common stock of the Company.

     2.20 "Subsidiary" means any corporation in which the Company owns directly,
or indirectly  through  subsidiaries,  at least fifty percent (50%) of the total
combined voting power of all classes of stock,  or any other entity  (including,
but not limited to,  partnerships  and joint ventures) in which the Company owns
at least fifty percent (50%) of the combined equity thereof.

     2.21 "Window  Period" means the period  beginning on the third business day
following  the date of  public  release  of the  Company's  quarterly  sales and
earnings  information,  and ending on the thirtieth  business day following such
date.

                                   SECTION 3

                                 ADMINISTRATION

     3.1  The Committee.  The Plan shall be administered  by the Committee.  The
Committee  shall consist of not less than two (2) Directors.  The members of the
Committee  shall be  appointed  from  time to time by,  and  shall  serve at the
pleasure of, the Board of Directors.  The Committee shall be comprised solely of
Directors who are  "disinterested  persons"  under Rule 16b-3 under the Exchange
Act.

     3.2  Authority  of the  Committee.  The  Committee  shall  have full power,
except as limited by law or by the Certificate of Incorporation or Bylaws of the
Company, and subject to the provisions herein, to determine the size of Options;
to determine  the terms and  conditions  of such Options in a manner  consistent
with the Plan;  to construe and  interpret  the Plan and any Award  Agreement or
instrument entered into under the Plan; to establish,  amend, or waive rules and
regulations  for the Plants  administration;  and (subject to the  provisions of
Section 13 herein) to amend the terms and conditions of any  outstanding  Option
to the  extent  such terms and  conditions  are  within  the  discretion  of the
Committee as provided in the Plan.  Further,  the Committee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan. As permitted by law, the Committee may delegate its powers.

     3.3  Decisions  Binding.  All  determinations  and  decisions  made  by the
Committee  pursuant  to the  provisions  of the Plan and all  related  orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including the Company, its shareholders,  Employees,  Participants,
and their estates and  beneficiaries,  and shall be given the maximum  deference
permitted by law.

                                       3
<PAGE>

                                   SECTION 4

                           SHARES SUBJECT TO THE PLAN

     4.1  Number of Shares.  Subject to  adjustment  as provided in Section 4.3,
the total  number of Shares  available  for grant  under the Plan may not exceed
125,000.  These  125,000  Shares  may  be  either  authorized  but  unissued  or
reacquired Shares.

     The  following  rules will apply for purposes of the  determination  of the
number of Shares available for grant under the Plan:

     (a)  While an  Option  is  outstanding,  it shall be  counted  against  the
          authorized pool of Shares, regardless of its vested status.

     (b)  The grant of an Option  shall  reduce the Shares  available  for grant
          under the Plan by the number of Shares subject to such Option.

     (c)  To the extent that an Option is settled in cash rather than in Shares,
          the  authorized  Share pool  shall be  credited  with the  appropriate
          number  of  Shares  having  a Fair  Market  Value  equal  to the  cash
          settlement of the Option.

     4.2  Lapsed  Options.  If any Option granted  under this Plan is cancelled,
terminates, expires, or lapses for any reason, any Shares subject to such Option
again shall be available for the grant of an Option under the Plan.

     4.3  Adjustments  in  Authorized  Shares.  In  the  event  of  any  merger,
reorganization, consolidation,  recapitalization, separation, liquidation, stock
dividend,  split-up,  Share  combination,  or  other  change  in  the  corporate
structure of the Company affecting the Shares,  such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number  and  class of and/or  price of Shares  subject  to  outstanding  Options
granted under the Plan, as may be determined to be appropriate  and equitable by
the Committee,  in its sole  discretion,  to prevent dilution or diminishment of
Options;  and  provided  that the number of Shares  subject to any Option  shall
always be a whole number.

                                   SECTION 5

                         ELIGIBILITY AND PARTICIPATION

     5.1  Eligibility.  Persons eligible to participate in this Plan include all
Employees and Consultants of the Company and its Subsidiaries,  as determined by
the Committee, but excluding Directors and other Insiders.

     5.2  Actual  Participation.  Subject  to the  provisions  of the Plan,  the
Committee in its sole discretion,  shall select from all eligible  Employees and
Consultants,  those to whom Options shall be granted, and the Committee,  in its
sole discretion, shall determine the nature and amount of each Option.

                                       4
<PAGE>

                                   SECTION 6

                                 STOCK OPTIONS

     6.1  Grant of  Options.  Subject to the terms and  provisions  of the Plan,
Options may be granted to eligible  Employees  and  Consultants  at any time and
from time to time as shall be determined by the Committee.  The Committee  shall
have  discretion in determining  the number of Shares subject to Options granted
to each Participant. The Committee may only grant NQSOs.

     6.2  Award  Agreement.  Each  Option grant shall be  evidenced  by an Award
Agreement that shall specify the Option Price,  the duration of the Option,  the
number of Shares to which the Option pertains, the conditions of exercise of the
Options,  and such other provisions as the Committee shall determine.  The Award
Agreement also shall specify that the Option is intended to be a NQSO.

     6.3  Option  Price.  The Option Price for each grant of an Option  shall be
determined  by the Committee in its sole  discretion.  The Option Price shall be
not less than fifty percent (50%) of the Fair Market Value of such Shares.

     6.4  Duration of  Options.  Each  Option  shall  expire at such time as the
Committee, in its sole discretion, shall determine. After the Option is granted,
the  Committee,  in its sole  discretion,  may extend the  maximum  term of such
Option.

     6.5  Exercise  of  Options.   Options  granted  under  the  Plan  shall  be
exercisable at such times and be subject to such  restrictions and conditions as
the  Committee,  in its sole  discretion,  shall  determine.  After an Option is
granted,   the   Committee,   in  its  sole   discretion,   may  accelerate  the
exercisability of the Option.

     6.6  Payment. Options shall be exercised by the Participant's delivery of a
written  notice of exercise  to the  Secretary  of the  Company or his  designee
setting  forth the  number of Shares  with  respect to which the Option is to be
exercised, accompanied by full payment for the Shares.

     The  Option  Price  upon  exercise  of any  Option  shall be payable to the
Company  in  full  in  cash  or its  equivalent.  The  Committee,  in  its  sole
discretion, also may permit exercise (a) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares which are tendered must have been held by
the Participant for at least six (6) months prior to their tender to satisfy the
Option  Price),  or (b) by any  other  means  which the  Committee,  in its sole
discretion,  determines to provide legal consideration for the Shares, and to be
consistent with the Plan's purpose and applicable law.

     As soon as practicable after receipt of a written  notification of exercise
and  full  payment,  the  Company  shall  deliver  to  the  Participant,  in the
Participant's  name, Share  certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).

                                       5
<PAGE>

     6.7  Restrictions on Share  Transferability.  The Committee may impose such
restrictions on any Shares acquired  pursuant to the exercise of an Option under
the Plan, as it may deem advisable, including, without limitation,  restrictions
under applicable Federal securities laws, under the requirements of any national
securities  exchange or system  upon which such  Shares are then  listed  and/or
traded,  and  under any blue sky or state  securities  laws  applicable  to such
Shares.

                                   SECTION 7

                            BENEFICIARY DESIGNATION

     As provided in this Section 7, each  Participant  under the Plan may name a
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the Participant's death
before he or she receives any or all of such benefit and/or who may exercise any
vested  Option  under the Plan  following  the  Participant's  death.  Each such
designation shall revoke all prior designations by the same Participant and must
be in a form and manner acceptable to the Committee.  In the absence of any such
designation,  benefits remaining unpaid at the Participant's death shall be paid
to the  Participant's  estate  and,  subject  to the  terms  of  the  Plan,  any
unexercised  vested Option may be exercised by the  administrator or executor of
the Participant's estate.

                                   SECTION 8

                                   DEFERRALS

     The Committee,  in its sole  discretion,  may permit a Participant to defer
such Participant's receipt of the payment of cash or the delivery of Shares that
would  otherwise  be due to such  Participant  by virtue of the  exercise  of an
Option.  Any  such  deferral  elections  shall  be  subject  to such  rules  and
procedures as shall be determined by the Committee from time to time.

                                   SECTION 9

                              RIGHTS OF EMPLOYEES

     9.1  No  Effect  on  Employment  or  Service.  Nothing  in the  Plan  shall
interfere  with or limit in any way the right of the  Company to  terminate  any
Participant's  employment  or service at any time,  with or without  cause.  For
purposes  of the Plan,  transfer  of  employment  of a  Participant  between the
Company and any one of its Subsidiaries (or between  Subsidiaries)  shall not be
deemed a termination of employment.

     9.2  Participation.  No Employee or  Consultant  shall have the right to be
selected to receive an Option under this Plan,  or, having been so selected,  to
be selected to receive a future Option.

                                       6
<PAGE>

                                   SECTION 10

                     AMENDMENT, SUSPENSION, OR TERMINATION

     10.1  Amendment,  Suspension,  or  Termination.  The  Board,  in  its  sole
discretion,  may alter, amend or terminate the Plan, or any part thereof, at any
time and for any reason;  provided,  however,  that without further  stockholder
approval,  no such  alteration or amendment  shall (a)  materially  increase the
benefits  accruing to participants  under the Plan, (b) materially  increase the
number  of  securities  which may be issued  under the Plan,  or (c)  materially
modify  the  requirements  as to  eligibility  for  participation  in the  Plan;
provided, further, that stockholder approval is not required if such approval is
not required in order to assure the Plan's  continued  qualification  under Rule
16b-3  promulgated  under the 1934 Act. Neither the amendment,  suspension,  nor
termination of the Plan shall, without the consent of the Participant,  alter or
impair any rights or obligations under any Option theretofore granted. No Option
may be granted  during any period of  suspension  nor after  termination  of the
Plan.

                                   SECTION 11

                                   WITHHOLDING

     11.1 Tax Withholding.  Prior to the delivery of any Shares or cash pursuant
to the  Plan,  the  Company  shall  have the  power  and the  right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy Federal,  state, and local taxes  (including the  Participant's  FICA
obligation) required by law to be withheld with respect to any Options.

     11.2 Shares  Withholding.  The Committee  may, in its absolute  discretion,
permit a Participant to satisfy such tax withholding obligation,  in whole or in
part,  by electing to have the Company  withhold  Shares having a value equal to
the amount required to be withheld or by delivering to the Company already-owned
shares to satisfy the  withholding  requirement.  The amount of the  withholding
requirement shall be deemed to include any amount which the Committee agrees may
be  withheld  at the time  the  election  is  made,  not to  exceed  the  amount
determined  by using the maximum  federal,  state or local  marginal  income tax
rates  applicable to the Participant with respect to the Option on the date that
the amount of tax to be withheld is to be determined (the "Tax Date"). The value
of the Shares to be  withheld  or  delivered  will be based on their Fair Market
Value  on the  Tax  Date.  Such  elections  will  be  subject  to the  following
restrictions:  (l) the election must be made on or before the Tax Date;  (2) the
election  will be  irrevocable;  and (3) the  election  will be  subject  to the
disapproval  of the  Committee.  Each  election by an Optionee or Grantee  whose
transactions  in shares of Common  Stock are  subject  to  Section  16(b) of the
Exchange Act will be subject to the following additional  restrictions:  (1) the
election  may not be made  within six months of the grant of the Option  (except
that this  limitation will not apply in the event the death or disability of the
Participant occurs prior to the expiration of the six-month period), and (2) the
election must be made either at least six months before the Tax Date or within a
Window Period.

                                       7
<PAGE>

                                   SECTION 12

                                INDEMNIFICATION

     Each person who is or shall have been a member of the Committee,  or of the
Board,  shall be indemnified  and held harmless by the Company  against and from
any loss,  cost,  liability,  or expense that may be imposed upon or  reasonably
incurred by him or her in connection  with or resulting from any claim,  motion,
suit,  or proceeding to which he or she may be a party or in which he or she may
be  involved  by reason of any action  taken or failure to act under the Plan or
any Award  Agreement and against and from any and all amounts paid by him or her
in settlement  thereof,  with the Company's  approval,  or paid by him or her in
settlement  thereof,  with  the  Companies  approval,  or  paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her,  provided  he or she shall give the Company an  opportunity,  at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other  rights of  indemnification  to which such persons
may be entitled under the Company's  Articles of Incorporation  or Bylaws,  as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

                                   SECTION 13

                                   SUCCESSORS

     All  obligations  of the Company  under the Plan,  with  respect to Options
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of such  successor  is the result of a direct or  indirect  purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.


                                   SECTION 14

                               LEGAL CONSTRUCTION

     14.1 Gender and Number.  Except where  otherwise  indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     14.2  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.

     14.3  Requirements  of Law.  The  granting of Options  and the  issuance of
Shares  under the Plan shall be  subject  to all  applicable  laws,  rules,  and
regulations,  and to such  approvals  by any  governmental  agencies or national
securities exchanges as may be required.

                                       8
<PAGE>

     Notwithstanding  any other  provision set forth in the Plan, if required by
the  then-current  Section 16 of the Exchange Act, any "derivative  security" or
"equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred  for at least six (6) months after the date of grant of such Option.
The terms "equity  security" and  "derivative  security" shall have the meanings
ascribed to them in the then-current  rules  promulgated under Section 16 of the
Exchange Act.

     14.4 Governing Law. The Plan and all Award Agreements  hereunder,  shall be
construed  in  accordance  with  and  governed  by  the  laws  of the  State  of
California.  Any  action  related to the Plan  shall be  submitted  to final and
binding arbitration pursuant to the terms of the California Civil Code.

     14.5 Captions.  Captions are provided herein for convenience  only, and are
not to serve as a basis for interpretation or construction of the Plan.

                                    EXECUTION

     IN  WITNESS  WHEREOF,   Circle  International  Group,  Inc.,  by  its  duly
authorized officer, has executed the Plan on the date indicated below.

                                    Circle International Group, Inc.


                                    By:
                                       ---------------------------------

                                    Name:
                                         -------------------------------

                                    Title:
                                          ------------------------------


Dated:
      ----------------------
[{"type": "S-8", "sequence": "1", "description": "1999 STOCK OPTION PLAN S-8 FILING", "secsgml_size_bytes": 43068}]
{"company-data": {"conformed-name": "CIRCLE INTERNATIONAL GROUP INC /DE/", "cik": "0000045674", "assigned-sic": "4731", "irs-number": "941740320", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85807", "film-number": "99698331"}, "business-address": {"street1": "260 TOWNSEND ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4159780600"}, "mail-address": {"street1": "260 TOWNSEND ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}, "former-company": {"former-conformed-name": "HARPER GROUP INC /DE/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 24, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

         --------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
         --------------------------------------------------------------
                        CIRCLE INTERNATIONAL GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)
         --------------------------------------------------------------

         Delaware                                           94-1740320
         (State or Other Jurisdiction of              (I.R.S. Employer
         Incorporation or Organization)            Identification No.)

         260 Townsend Street,
         San Francisco, California                          94107-0933
         (Address of Principal Executive Offices)           (Zip Code)

         --------------------------------------------------------------
                        Circle International Group, Inc.
                             1999 Stock Option Plan
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                David I. Beatson
                             Chief Executive Officer
                        Circle International Group, Inc.
                               260 Townsend Street
                          San Francisco, CA 94107-0933
                    (Name and Address of Agent For Service)

                                 (415) 978-0600
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             Robert H. Kennis, Esq.
                           General Counsel & Secretary
                        Circle International Group, Inc.
                               260 Townsend Street
                          San Francisco, CA 94107-0933
                                 (415) 978-0600

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                    Proposed         Proposed
 Title of                           Maximum          Maximum
Securities           Amount         Offering         Aggregate
  to be              to be          Price Per        Offering        Amount of
Registered         Registered       Share (1)        Price (1)      Registration
--------------------------------------------------------------------------------
Common Stocks (2)
par value, $1.00
per share.......  125,000 shares    $25.75         $3,218,750.00       $895.00
================================================================================
(1)  Pursuant to Rule 457(h)(1),  the proposed  maximum offering price per share
     and the proposed maximum  aggregate  offering price have been calculated on
     the basis of $25.75 per share, the average of the high and low price of the
     Common Stock on the Nasdaq National Market on August 20, 1999.
(2)  Includes  Preferred Stock Purchase Rights which, prior to the occurrence of
     certain  events,  will not be exercisable or evidenced  separately from the
     Common Stock.
================================================================================
PART I

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information *

 *        Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed by Circle International Group, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference to this Registration Statement:

          (a)  The Registrant's  Annual Report on Form 10-K (File No 0-8664) for
               the fiscal year ended December 31, 1998.

          (b)  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
               Registrant document referred to in (a) above.

          (c)  The  description of the  Registrant's  common stock and preferred
               stock purchase rights  contained in the  registration  statements
               filed under the Securities  Exchange Act of 1934, as amended (the
               "Exchange Act") on Form 8-A, including any subsequent  amendments
               or reports filed for the purpose of updating that information.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which 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,  as amended,  provides
that the Registrant's directors shall not be personally liable to the Registrant
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  to the fullest  extent  permitted by Delaware  Law. The  Registrant's
By-laws  provide for  indemnification  of officers and  directors to the fullest
extent permitted by Delaware Law. The Registrant  maintains  insurance  policies
that insure its officers and directors against certain liabilities. 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 Certificate of Incorporation, as amended, and By-laws.

                                       2
Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

     Exhibit
     Number    Name
     ------    ----

      5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

      23.1     Consent of Deloitte and Touche LLP.

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

      99.1     Circle International Group, Inc. 1999 Stock Option Plan.

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;

                   (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  Notwithstanding the foregoing,  any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the  estimated  maximum  offering  range  may be  reflected  in the  form  of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price set for the in the  "Calculation  of
Registration Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do not apply if 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  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act, 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,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.

                                       3
(c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4
SIGNATURES

     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 23rd of
August, 1999.

                                     CIRCLE INTERNATIONAL GROUP, INC.
                                    (Registrant)

                                       By: /S/ David I. Beatson
                                           -------------------------------------
                                           David I. Beatson
                                           President and Chief Executive Officer

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

                                 Chairman of the Board of
                                 Directors, President and
/S/ David I. Beatson             Chief Executive Officer        August 23, 1999
----------------------------
David I. Beatson              (Principal Executive Officer)

                                 Chief Financial Officer
/S/ Janice Kerti                 Senior Vice President          August 23, 1999
----------------------------
Janice Kerti                 (Principal Financial Officer and
                               Principal Accounting Officer)

                                       5
Signature                           Title                     Date
       ---------                           -----                     ----

/S/ David I. Beatson                     Director               August 23, 1999
----------------------------
David I. Beatson

/S/ Wesley J. Fastiff                    Director               August 23, 1999
----------------------------
Wesley J. Fastiff

/S/ Peter Gibert                         Director               August 23, 1999
----------------------------
Peter Gibert

/S/ Edwin J. Holman                      Director               August 23, 1999
----------------------------
Edwin J. Holman

/S/ John M. Kaiser                       Director               August 23, 1999
----------------------------
John M. Kaiser

                                         Director               August 23, 1999
----------------------------
John M. Lillie

/S/ Ray C. Robinson, Jr.                 Director               August 23, 1999
----------------------------
Ray C. Robinson, Jr.

A majority of the members of the Board of Directors.

                                       6
EXHIBIT INDEX

     Exhibit
     Number    Name
     ------    ----

      5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

      23.1     Consent of Deloitte and Touche LLP.

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

      99.1     Circle International Group, Inc. 1999 Stock Option Plan.

                                       7
EXHIBIT 5.1

                                  August 24, 1999

Circle International Group, Inc.
260 Townsend Street
San Francisco, California 94107-0933

            Re:   Registration Statement on Form S-8 -
                  Circle International Group, Inc. 1999 Stock Option Plan
                  -------------------------------------------------------

Ladies and Gentlemen:

      At your  request,  we are rendering  this opinion in  connection  with the
proposed  issuance pursuant to the Circle  International  Group, Inc. 1999 Stock
Option Plan (the "Plan"),  of up to 125,000  shares of common  stock,  $1.00 par
value  ("Common  Stock"),  of  Circle  International  Group,  Inc.,  a  Delaware
corporation (the "Company").

      We have  examined  instruments,  documents,  and  records  which we deemed
relevant and necessary for the basis of our opinion  hereinafter  expressed.  In
such  examination,  we have  assumed  the  following:  (a) the  authenticity  of
original documents and the genuineness of all signatures;  (b) the conformity to
the  originals of all  documents  submitted to us as copies;  and (c) the truth,
accuracy and  completeness of the  information,  representations  and warranties
contained  in the  records,  documents,  instruments  and  certificates  we have
reviewed.

      Based on such  examination,  we are of the  opinion  that the shares to be
issued by the  Company  pursuant to the Plan are  validly  authorized  shares of
Common Stock,  and, when issued in accordance  with the  provisions of the Plan,
will be legally issued, fully paid, and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement on Form S-8. In giving such consent, we do not
consider  that we are  "experts"  within the meaning of such term as used in the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.

                                Very truly yours,

                                ORRICK, HERRINGTON & SUTCLIFFE LLP

                                       8
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Circle  International  Group,  Inc. on Form S-8 of our  reported  dated March 5,
1999,  appearing in and  incorporated  by reference in the Annual Report on Form
10-K of Circle International Group, Inc. for the year ended December 31, 1998.

/S/ Deloitte and Touche LLP
----------------------------
Deloitte and Touche LLP

San Francisco, California
August 24, 1999

                                       9
EXHIBIT 99.1

                        CIRCLE INTERNATIONAL GROUP, INC.

                             1999 STOCK OPTION PLAN

                                   SECTION 1

                       ESTABLISHMENT, PURPOSE AND DURATION

     1.1  Establishment  of  the  Plan.  Circle  International  Group,  Inc.,  a
Delaware corporation (the "Company"),  hereby establishes a stock option plan to
be known as the "Circle  International  Group, Inc. 1999 Stock Option Plan" (the
"Plan").  The Plan permits the grant of Nonqualified Stock Options.  The Plan is
effective as of August 23, 1999.

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
success, and enhance the value, of the Company by linking the personal interests
of Participants to those of Company shareholders,  and by providing Participants
with an incentive for outstanding performance.

     The Plan is further  intended to provide  flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants upon whose
judgment,  interest,  and special effort the successful conduct of its operation
largely is dependent.

     1.3  Duration of the Plan. The Plan shall commence on the date specified in
Section 1.1,  and shall  remain in effect,  subject to the right of the Board of
Directors  to  terminate  the Plan at any time  pursuant to Section 13 until all
Shares  subject to the Plan have been  purchased  or  acquired  pursuant  to the
provisions of the Plan.

                                   SECTION 2

                                  DEFINITIONS

     The following terms shall have the meanings set forth below, unless plainly
required by the context:

     2.1  "Award  Agreement" means an agreement entered into by each Participant
and the Company,  setting forth the terms and  provisions  applicable to Options
granted to Participants under this Plan.

     2.2  "Board" or "Board of  Directors"  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  shall  include  such  section,  any  valid
regulation  promulgated  thereunder,  and any comparable provision of any future
legislation amending, supplementing or superseding such section.

     2.4  "Committee" means the committee,  as specified in Section 3, appointed
by the Board to administer the Plan with respect to grants of Options.
2.5  "Company"  means  Circle   International   Group,   Inc.,  a  Delaware
corporation, or any successor thereto.

     2.6  "Consultant" means any consultant,  independent  contractor,  or other
person who provides bona fide services to the Company or its  Subsidiaries,  but
who is neither an employee of the Company or its Subsidiaries, nor a Director of
the Company.

     2.7  "Director"  means  any  individual  who is a  member  of the  Board of
Directors of the Company.

     2.8  "Disability" means a permanent and total disability within the meaning
of Code Section 22 (e) (3).

     2.9  "Employee"  means any  employee  of the  Company  or of the  Company's
subsidiaries,  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 "Exchange  Act" means the Securities  Exchange Act of 1934, as amended
from time to time, or any successor Act thereto. Reference to a specific section
or regulation of the Exchange Act shall include such section or regulation,  any
valid regulation  promulgated  thereunder,  and any comparable  provision of any
future  legislation  amending,  supplementing  or  superseding  such  section or
regulation.

     2.11 "Fair Market Value" means the last quoted  selling price for Shares on
the  relevant  date,  or if there  were no sales on such date,  the last  quoted
selling price on the nearest day before the relevant  date, as determined by the
Committee.

     2.12 "Incentive  Stock Option" or "ISO" means an option to purchase Shares,
which is  designated  as an  Incentive  Stock Option and is intended to meet the
requirements of Section 422 of the Code.

     2.13 "Insider"  shall  mean an Employee  who, on the  relevant  date,  is a
Company director,  Company officer (within the meaning of Rule 16a-l promulgated
under the  Exchange  Act),  or  beneficial  owner of 10% or more of the  Shares.
Insider  shall also  include any  individual  who, on the  relevant  date,  is a
"covered employee" within the meaning of Section 162(m)(3) of the Code.

     2.14 "Nonqualified  Stock  Option" or "NQSO"  means an  option to  purchase
Shares which is not intended to be an Incentive Stock Option.

     2.15 "Option" means a Nonqualified Stock Option.

     2.16 "Option  Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option, as determined by the Committee.

     2.17 "Participant"  means an Employee of the Company who has an outstanding
Option granted under the Plan.

                                       2
2.18 "Retirement"  shall  have the meaning for each  respective  individual
Participant ascribed to it in the pension plan of the Company applicable to each
such respective Participant.

     2.19 "Shares" means the shares of common stock of the Company.

     2.20 "Subsidiary" means any corporation in which the Company owns directly,
or indirectly  through  subsidiaries,  at least fifty percent (50%) of the total
combined voting power of all classes of stock,  or any other entity  (including,
but not limited to,  partnerships  and joint ventures) in which the Company owns
at least fifty percent (50%) of the combined equity thereof.

     2.21 "Window  Period" means the period  beginning on the third business day
following  the date of  public  release  of the  Company's  quarterly  sales and
earnings  information,  and ending on the thirtieth  business day following such
date.

                                   SECTION 3

                                 ADMINISTRATION

     3.1  The Committee.  The Plan shall be administered  by the Committee.  The
Committee  shall consist of not less than two (2) Directors.  The members of the
Committee  shall be  appointed  from  time to time by,  and  shall  serve at the
pleasure of, the Board of Directors.  The Committee shall be comprised solely of
Directors who are  "disinterested  persons"  under Rule 16b-3 under the Exchange
Act.

     3.2  Authority  of the  Committee.  The  Committee  shall  have full power,
except as limited by law or by the Certificate of Incorporation or Bylaws of the
Company, and subject to the provisions herein, to determine the size of Options;
to determine  the terms and  conditions  of such Options in a manner  consistent
with the Plan;  to construe and  interpret  the Plan and any Award  Agreement or
instrument entered into under the Plan; to establish,  amend, or waive rules and
regulations  for the Plants  administration;  and (subject to the  provisions of
Section 13 herein) to amend the terms and conditions of any  outstanding  Option
to the  extent  such terms and  conditions  are  within  the  discretion  of the
Committee as provided in the Plan.  Further,  the Committee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan. As permitted by law, the Committee may delegate its powers.

     3.3  Decisions  Binding.  All  determinations  and  decisions  made  by the
Committee  pursuant  to the  provisions  of the Plan and all  related  orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including the Company, its shareholders,  Employees,  Participants,
and their estates and  beneficiaries,  and shall be given the maximum  deference
permitted by law.

                                       3
SECTION 4

                           SHARES SUBJECT TO THE PLAN

     4.1  Number of Shares.  Subject to  adjustment  as provided in Section 4.3,
the total  number of Shares  available  for grant  under the Plan may not exceed
125,000.  These  125,000  Shares  may  be  either  authorized  but  unissued  or
reacquired Shares.

     The  following  rules will apply for purposes of the  determination  of the
number of Shares available for grant under the Plan:

     (a)  While an  Option  is  outstanding,  it shall be  counted  against  the
          authorized pool of Shares, regardless of its vested status.

     (b)  The grant of an Option  shall  reduce the Shares  available  for grant
          under the Plan by the number of Shares subject to such Option.

     (c)  To the extent that an Option is settled in cash rather than in Shares,
          the  authorized  Share pool  shall be  credited  with the  appropriate
          number  of  Shares  having  a Fair  Market  Value  equal  to the  cash
          settlement of the Option.

     4.2  Lapsed  Options.  If any Option granted  under this Plan is cancelled,
terminates, expires, or lapses for any reason, any Shares subject to such Option
again shall be available for the grant of an Option under the Plan.

     4.3  Adjustments  in  Authorized  Shares.  In  the  event  of  any  merger,
reorganization, consolidation,  recapitalization, separation, liquidation, stock
dividend,  split-up,  Share  combination,  or  other  change  in  the  corporate
structure of the Company affecting the Shares,  such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number  and  class of and/or  price of Shares  subject  to  outstanding  Options
granted under the Plan, as may be determined to be appropriate  and equitable by
the Committee,  in its sole  discretion,  to prevent dilution or diminishment of
Options;  and  provided  that the number of Shares  subject to any Option  shall
always be a whole number.

                                   SECTION 5

                         ELIGIBILITY AND PARTICIPATION

     5.1  Eligibility.  Persons eligible to participate in this Plan include all
Employees and Consultants of the Company and its Subsidiaries,  as determined by
the Committee, but excluding Directors and other Insiders.

     5.2  Actual  Participation.  Subject  to the  provisions  of the Plan,  the
Committee in its sole discretion,  shall select from all eligible  Employees and
Consultants,  those to whom Options shall be granted, and the Committee,  in its
sole discretion, shall determine the nature and amount of each Option.

                                       4
SECTION 6

                                 STOCK OPTIONS

     6.1  Grant of  Options.  Subject to the terms and  provisions  of the Plan,
Options may be granted to eligible  Employees  and  Consultants  at any time and
from time to time as shall be determined by the Committee.  The Committee  shall
have  discretion in determining  the number of Shares subject to Options granted
to each Participant. The Committee may only grant NQSOs.

     6.2  Award  Agreement.  Each  Option grant shall be  evidenced  by an Award
Agreement that shall specify the Option Price,  the duration of the Option,  the
number of Shares to which the Option pertains, the conditions of exercise of the
Options,  and such other provisions as the Committee shall determine.  The Award
Agreement also shall specify that the Option is intended to be a NQSO.

     6.3  Option  Price.  The Option Price for each grant of an Option  shall be
determined  by the Committee in its sole  discretion.  The Option Price shall be
not less than fifty percent (50%) of the Fair Market Value of such Shares.

     6.4  Duration of  Options.  Each  Option  shall  expire at such time as the
Committee, in its sole discretion, shall determine. After the Option is granted,
the  Committee,  in its sole  discretion,  may extend the  maximum  term of such
Option.

     6.5  Exercise  of  Options.   Options  granted  under  the  Plan  shall  be
exercisable at such times and be subject to such  restrictions and conditions as
the  Committee,  in its sole  discretion,  shall  determine.  After an Option is
granted,   the   Committee,   in  its  sole   discretion,   may  accelerate  the
exercisability of the Option.

     6.6  Payment. Options shall be exercised by the Participant's delivery of a
written  notice of exercise  to the  Secretary  of the  Company or his  designee
setting  forth the  number of Shares  with  respect to which the Option is to be
exercised, accompanied by full payment for the Shares.

     The  Option  Price  upon  exercise  of any  Option  shall be payable to the
Company  in  full  in  cash  or its  equivalent.  The  Committee,  in  its  sole
discretion, also may permit exercise (a) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares which are tendered must have been held by
the Participant for at least six (6) months prior to their tender to satisfy the
Option  Price),  or (b) by any  other  means  which the  Committee,  in its sole
discretion,  determines to provide legal consideration for the Shares, and to be
consistent with the Plan's purpose and applicable law.

     As soon as practicable after receipt of a written  notification of exercise
and  full  payment,  the  Company  shall  deliver  to  the  Participant,  in the
Participant's  name, Share  certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).

                                       5
6.7  Restrictions on Share  Transferability.  The Committee may impose such
restrictions on any Shares acquired  pursuant to the exercise of an Option under
the Plan, as it may deem advisable, including, without limitation,  restrictions
under applicable Federal securities laws, under the requirements of any national
securities  exchange or system  upon which such  Shares are then  listed  and/or
traded,  and  under any blue sky or state  securities  laws  applicable  to such
Shares.

                                   SECTION 7

                            BENEFICIARY DESIGNATION

     As provided in this Section 7, each  Participant  under the Plan may name a
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the Participant's death
before he or she receives any or all of such benefit and/or who may exercise any
vested  Option  under the Plan  following  the  Participant's  death.  Each such
designation shall revoke all prior designations by the same Participant and must
be in a form and manner acceptable to the Committee.  In the absence of any such
designation,  benefits remaining unpaid at the Participant's death shall be paid
to the  Participant's  estate  and,  subject  to the  terms  of  the  Plan,  any
unexercised  vested Option may be exercised by the  administrator or executor of
the Participant's estate.

                                   SECTION 8

                                   DEFERRALS

     The Committee,  in its sole  discretion,  may permit a Participant to defer
such Participant's receipt of the payment of cash or the delivery of Shares that
would  otherwise  be due to such  Participant  by virtue of the  exercise  of an
Option.  Any  such  deferral  elections  shall  be  subject  to such  rules  and
procedures as shall be determined by the Committee from time to time.

                                   SECTION 9

                              RIGHTS OF EMPLOYEES

     9.1  No  Effect  on  Employment  or  Service.  Nothing  in the  Plan  shall
interfere  with or limit in any way the right of the  Company to  terminate  any
Participant's  employment  or service at any time,  with or without  cause.  For
purposes  of the Plan,  transfer  of  employment  of a  Participant  between the
Company and any one of its Subsidiaries (or between  Subsidiaries)  shall not be
deemed a termination of employment.

     9.2  Participation.  No Employee or  Consultant  shall have the right to be
selected to receive an Option under this Plan,  or, having been so selected,  to
be selected to receive a future Option.

                                       6
SECTION 10

                     AMENDMENT, SUSPENSION, OR TERMINATION

     10.1  Amendment,  Suspension,  or  Termination.  The  Board,  in  its  sole
discretion,  may alter, amend or terminate the Plan, or any part thereof, at any
time and for any reason;  provided,  however,  that without further  stockholder
approval,  no such  alteration or amendment  shall (a)  materially  increase the
benefits  accruing to participants  under the Plan, (b) materially  increase the
number  of  securities  which may be issued  under the Plan,  or (c)  materially
modify  the  requirements  as to  eligibility  for  participation  in the  Plan;
provided, further, that stockholder approval is not required if such approval is
not required in order to assure the Plan's  continued  qualification  under Rule
16b-3  promulgated  under the 1934 Act. Neither the amendment,  suspension,  nor
termination of the Plan shall, without the consent of the Participant,  alter or
impair any rights or obligations under any Option theretofore granted. No Option
may be granted  during any period of  suspension  nor after  termination  of the
Plan.

                                   SECTION 11

                                   WITHHOLDING

     11.1 Tax Withholding.  Prior to the delivery of any Shares or cash pursuant
to the  Plan,  the  Company  shall  have the  power  and the  right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy Federal,  state, and local taxes  (including the  Participant's  FICA
obligation) required by law to be withheld with respect to any Options.

     11.2 Shares  Withholding.  The Committee  may, in its absolute  discretion,
permit a Participant to satisfy such tax withholding obligation,  in whole or in
part,  by electing to have the Company  withhold  Shares having a value equal to
the amount required to be withheld or by delivering to the Company already-owned
shares to satisfy the  withholding  requirement.  The amount of the  withholding
requirement shall be deemed to include any amount which the Committee agrees may
be  withheld  at the time  the  election  is  made,  not to  exceed  the  amount
determined  by using the maximum  federal,  state or local  marginal  income tax
rates  applicable to the Participant with respect to the Option on the date that
the amount of tax to be withheld is to be determined (the "Tax Date"). The value
of the Shares to be  withheld  or  delivered  will be based on their Fair Market
Value  on the  Tax  Date.  Such  elections  will  be  subject  to the  following
restrictions:  (l) the election must be made on or before the Tax Date;  (2) the
election  will be  irrevocable;  and (3) the  election  will be  subject  to the
disapproval  of the  Committee.  Each  election by an Optionee or Grantee  whose
transactions  in shares of Common  Stock are  subject  to  Section  16(b) of the
Exchange Act will be subject to the following additional  restrictions:  (1) the
election  may not be made  within six months of the grant of the Option  (except
that this  limitation will not apply in the event the death or disability of the
Participant occurs prior to the expiration of the six-month period), and (2) the
election must be made either at least six months before the Tax Date or within a
Window Period.

                                       7
SECTION 12

                                INDEMNIFICATION

     Each person who is or shall have been a member of the Committee,  or of the
Board,  shall be indemnified  and held harmless by the Company  against and from
any loss,  cost,  liability,  or expense that may be imposed upon or  reasonably
incurred by him or her in connection  with or resulting from any claim,  motion,
suit,  or proceeding to which he or she may be a party or in which he or she may
be  involved  by reason of any action  taken or failure to act under the Plan or
any Award  Agreement and against and from any and all amounts paid by him or her
in settlement  thereof,  with the Company's  approval,  or paid by him or her in
settlement  thereof,  with  the  Companies  approval,  or  paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her,  provided  he or she shall give the Company an  opportunity,  at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other  rights of  indemnification  to which such persons
may be entitled under the Company's  Articles of Incorporation  or Bylaws,  as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

                                   SECTION 13

                                   SUCCESSORS

     All  obligations  of the Company  under the Plan,  with  respect to Options
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of such  successor  is the result of a direct or  indirect  purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

                                   SECTION 14

                               LEGAL CONSTRUCTION

     14.1 Gender and Number.  Except where  otherwise  indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     14.2  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.

     14.3  Requirements  of Law.  The  granting of Options  and the  issuance of
Shares  under the Plan shall be  subject  to all  applicable  laws,  rules,  and
regulations,  and to such  approvals  by any  governmental  agencies or national
securities exchanges as may be required.

                                       8
Notwithstanding  any other  provision set forth in the Plan, if required by
the  then-current  Section 16 of the Exchange Act, any "derivative  security" or
"equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred  for at least six (6) months after the date of grant of such Option.
The terms "equity  security" and  "derivative  security" shall have the meanings
ascribed to them in the then-current  rules  promulgated under Section 16 of the
Exchange Act.

     14.4 Governing Law. The Plan and all Award Agreements  hereunder,  shall be
construed  in  accordance  with  and  governed  by  the  laws  of the  State  of
California.  Any  action  related to the Plan  shall be  submitted  to final and
binding arbitration pursuant to the terms of the California Civil Code.

     14.5 Captions.  Captions are provided herein for convenience  only, and are
not to serve as a basis for interpretation or construction of the Plan.

                                    EXECUTION

     IN  WITNESS  WHEREOF,   Circle  International  Group,  Inc.,  by  its  duly
authorized officer, has executed the Plan on the date indicated below.

                                    Circle International Group, Inc.

                                    By:
                                       ---------------------------------

                                    Name:
                                         -------------------------------

                                    Title:
                                          ------------------------------

Dated:
      ----------------------