<PAGE> 1
As filed with the Securities and Exchange Commission on May 20,
1996

Registration No. 333-       


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE HARPER GROUP, INC.             
(Exact name of issuer as specified in its charter)

Delaware                                         94-1740320
(State or other jurisdiction               (I.R.S. employer
of incorporation or organization)    identification number)

260 Townsend Street, San Francisco, California   94107-0933
(Address of principal executive offices)         (Zip Code)

THE HARPER GROUP, INC. 1994 OMNIBUS EQUITY INCENTIVE PLAN
(Full title of the plan)

Peter Gibert
The Harper Group, Inc.
260 Townsend Street, San Francisco, California  94107-0933
(Name and address of agent for service)

Telephone number, including area code, of agent for service:
(415) 978-0600

Copy to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California  94111

CALCULATION OF REGISTRATION FEE
=================================================================

                            Proposed       Proposed        
Title of                    Maximum        Maximum        
Securities       Amount     Offering       Aggregate    Amount of
  to be          to be      Price          Offering  Registration
Registered     Registered   Per Share*     Price*         Fee*
- --------------------------------------------------------------
Common Stock,  1,250,000 shares $20.75  $25,937,500   $8944.00   
and Options to
Purchase Common
Stock
==============================================================
*  Estimated solely for the purpose of calculating the
registration fee and based on the closing price for the Common
Stock on May 14, 1996 on the NASDAQ National Market System.
<PAGE> 2
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 Annual Report on Form 10-K for
The Harper Group, Inc. (the "Company") for the fiscal year ended
December 31, 1995 filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (ii) all reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by such Form 10-K; and (iii) the description of the
Company's common stock set forth in the Company's Registration
Statement on Form 8-A relating thereto, including any amendment
or report filed for the purpose of updating such description. 
All documents filed by the Company 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

Article SIXTH of the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, to the fullest extent
permitted by the General Corporation Law of the State of Delaware
(the "DGCL").

Article V of the Company's Bylaws provides for indemnification of
officers and directors to the full extent and in the manner
permitted by Delaware law.

Section 145 of the DGCL makes provision for such indemnification
in terms sufficiently broad to cover officers and directors under
certain circumstances for liabilities arising under the
Securities Act of 1933.

<PAGE> 3
The Company has entered into indemnification agreements with each
director and officer which provide indemnification under certain
circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.  EXHIBITS

4.1  The Harper Group, Inc. 1994 Omnibus Equity Incentive Plan,
as amended (incorporated by reference to Exhibit 10.11 to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, Commission File No. 0-8664 and Exhibit 10.11.1
to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission File No. 0-8664).

4.2  Form of Nonqualified Stock Option Agreement (incorporated by
reference to Exhibit 4.2 to the registrant's Registration
Statement on Form S-8, Commission File No.      33-53557).

4.3  Form of Restricted Stock Award Agreement.

4.4  Form of Incentive Stock Option Agreement.

5.1  Opinion of Orrick, Herrington & Sutcliffe.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in
Exhibit  5.1.

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;

<PAGE> 4

         (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 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 the 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 tothe
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,
theregistrant 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
<PAGE> 5
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE> 6
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 17th of May, 1996.

The Harper Group, Inc.
   (Registrant)


     /s/ Peter Gibert            
         Peter Gibert
  President, Chairman of the Board 
    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 dated indicated.

Signature                  Title                Date

Principal Executive Officer:

 /s/ Peter Gibert             
     Peter Gibert          President,           May 17, 1996
                           Chairman of the 
                           Board and Chief
                           Executive Officer

Principal Financial Officer and
   Accounting Officer:

  /s/ Robert J. Diaz
      Robert J. Diaz       Senior Vice          May 17, 1996
                           President, Chief
                           Financial Officer 
                           and Treasurer
<PAGE> 7

Directors:

 /s/ Peter Gibert
     Peter Gibert           Director            May 17, 1996

 /s/ Edwin J. Holman
     Edwin J. Holman        Director            May 17, 1996

 /s/ John M. Kaiser
     John M. Kaiser         Director            May 17, 1996

 /s/ Ray C. Robinson, Jr.
     Ray C. Robinson, Jr.   Director            May 17, 1996

 /s/ Wesley J. Fastiff
     Wesley J. Fastiff      Director            May 17, 1996

 /s/ Frank J. Wezniak
     Frank J. Wezniak       Director            May 17, 1996

A majority of the members of the Board of Directors.
<PAGE> 8
EXHIBIT INDEX

4.1   The Harper Group, Inc. 1994 Omnibus Equity Incentive Plan,
as amended (incorporated by reference to Exhibit 10.11 to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, Commission File No. 0-8664 and Exhibit 10.11.1
to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission File No. 0-8664).

4.2   Form of Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit 4.2 to the registrant's Registration
Statement on Form S-8, Commission File No. 33-53557).

4.3   Form of Restricted Stock Award Agreement.

4.4   Form of Incentive Stock Option Agreement.

5.1   Opinion of Orrick, Herrington & Sutcliffe.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in
      Exhibit  5.1.
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{"company-data": {"conformed-name": "HARPER 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": "333-04141", "film-number": "96570297"}, "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"}}
1
As filed with the Securities and Exchange Commission on May 20,
1996

Registration No. 333-       

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE HARPER GROUP, INC.             
(Exact name of issuer as specified in its charter)

Delaware                                         94-1740320
(State or other jurisdiction               (I.R.S. employer
of incorporation or organization)    identification number)

260 Townsend Street, San Francisco, California   94107-0933
(Address of principal executive offices)         (Zip Code)

THE HARPER GROUP, INC. 1994 OMNIBUS EQUITY INCENTIVE PLAN
(Full title of the plan)

Peter Gibert
The Harper Group, Inc.
260 Townsend Street, San Francisco, California  94107-0933
(Name and address of agent for service)

Telephone number, including area code, of agent for service:
(415) 978-0600

Copy to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California  94111

CALCULATION OF REGISTRATION FEE
=================================================================

                            Proposed       Proposed        
Title of                    Maximum        Maximum        
Securities       Amount     Offering       Aggregate    Amount of
  to be          to be      Price          Offering  Registration
Registered     Registered   Per Share*     Price*         Fee*
- --------------------------------------------------------------
Common Stock,  1,250,000 shares $20.75  $25,937,500   $8944.00   
and Options to
Purchase Common
Stock
==============================================================
*  Estimated solely for the purpose of calculating the
registration fee and based on the closing price for the Common
Stock on May 14, 1996 on the NASDAQ National Market System.
2
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 Annual Report on Form 10-K for
The Harper Group, Inc. (the "Company") for the fiscal year ended
December 31, 1995 filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (ii) all reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by such Form 10-K; and (iii) the description of the
Company's common stock set forth in the Company's Registration
Statement on Form 8-A relating thereto, including any amendment
or report filed for the purpose of updating such description. 
All documents filed by the Company 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

Article SIXTH of the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, to the fullest extent
permitted by the General Corporation Law of the State of Delaware
(the "DGCL").

Article V of the Company's Bylaws provides for indemnification of
officers and directors to the full extent and in the manner
permitted by Delaware law.

Section 145 of the DGCL makes provision for such indemnification
in terms sufficiently broad to cover officers and directors under
certain circumstances for liabilities arising under the
Securities Act of 1933.
3
The Company has entered into indemnification agreements with each
director and officer which provide indemnification under certain
circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.  EXHIBITS

4.1  The Harper Group, Inc. 1994 Omnibus Equity Incentive Plan,
as amended (incorporated by reference to Exhibit 10.11 to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, Commission File No. 0-8664 and Exhibit 10.11.1
to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission File No. 0-8664).

4.2  Form of Nonqualified Stock Option Agreement (incorporated by
reference to Exhibit 4.2 to the registrant's Registration
Statement on Form S-8, Commission File No.      33-53557).

4.3  Form of Restricted Stock Award Agreement.

4.4  Form of Incentive Stock Option Agreement.

5.1  Opinion of Orrick, Herrington & Sutcliffe.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in
Exhibit  5.1.

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;
4

         (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 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 the 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 tothe
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,
theregistrant 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
5
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
6
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 17th of May, 1996.

The Harper Group, Inc.
   (Registrant)

     /s/ Peter Gibert            
         Peter Gibert
  President, Chairman of the Board 
    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 dated indicated.

Signature                  Title                Date

Principal Executive Officer:

 /s/ Peter Gibert             
     Peter Gibert          President,           May 17, 1996
                           Chairman of the 
                           Board and Chief
                           Executive Officer

Principal Financial Officer and
   Accounting Officer:

  /s/ Robert J. Diaz
      Robert J. Diaz       Senior Vice          May 17, 1996
                           President, Chief
                           Financial Officer 
                           and Treasurer
7

Directors:

 /s/ Peter Gibert
     Peter Gibert           Director            May 17, 1996

 /s/ Edwin J. Holman
     Edwin J. Holman        Director            May 17, 1996

 /s/ John M. Kaiser
     John M. Kaiser         Director            May 17, 1996

 /s/ Ray C. Robinson, Jr.
     Ray C. Robinson, Jr.   Director            May 17, 1996

 /s/ Wesley J. Fastiff
     Wesley J. Fastiff      Director            May 17, 1996

 /s/ Frank J. Wezniak
     Frank J. Wezniak       Director            May 17, 1996

A majority of the members of the Board of Directors.
8
EXHIBIT INDEX

4.1   The Harper Group, Inc. 1994 Omnibus Equity Incentive Plan,
as amended (incorporated by reference to Exhibit 10.11 to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, Commission File No. 0-8664 and Exhibit 10.11.1
to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission File No. 0-8664).

4.2   Form of Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit 4.2 to the registrant's Registration
Statement on Form S-8, Commission File No. 33-53557).

4.3   Form of Restricted Stock Award Agreement.

4.4   Form of Incentive Stock Option Agreement.

5.1   Opinion of Orrick, Herrington & Sutcliffe.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in
      Exhibit  5.1.