As filed with the Securities and Exchange Commission on May 19, 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             94107-0933
    (Address of Principal Executive Offices)           (Zip Code)


                       ----------------------------------
                        Circle International Group, Inc.
                          Employee Stock Purchase 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

--------------------------------------------------------------------------------
         Title of           Amount       Proposed     Proposed      Amount of
     Securities to be        To Be       Maximum      Maximum     Registration
        Registered        Registered     Offering     Aggregate        Fee
        Registered                       Price Per    Offering
                                         Share (1)    Price (1)
================================================================================
     Common Stock, (2)
    par value $1.00 per    250,000      $21.53       $5,382,500     $1,496.34
         per share          shares
--------------------------------------------------------------------------------
(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 $21.53 per share,  the average of the high and low price of 
     the  Common  Stock on the Nasdaq  National  Market on May 18, 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)  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. Employee Stock Purchase 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.

                                       3
<PAGE>

     (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.


     (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 12 of
May, 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
/S/ David I. Beatson               Directors, President and     May 12, 1999
--------------------------------
David I. Beatson                   Chief Executive Officer
                                (Principal Executive Officer)

                                    Chief Financial Officer
/S/ Janice Kerti                     Senior Vice President      May 12, 1999
--------------------------------
Janice Kerti                     (Principal Financial Officer
                               and Principal Accounting Officer)




                                       5
<PAGE>





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


/S/ David I. Beatson                    Director                May 12, 1999
--------------------------------
David I. Beatson


/S/ Wesley J. Fastiff                   Director                May 12, 1999
--------------------------------
Wesley J. Fastiff


/S/ Peter Gibert                        Director                May 12, 1999
--------------------------------
Peter Gibert


Edwin J. Holman                         Director                
--------------------------------
Edwin J. Holman


/S/ John M. Kaiser                      Director                May 12, 1999    
------------------------------
John M. Kaiser


/S/ John M. Lillie                      Director                May 12, 1999
--------------------------------
John M. Lillie


/S/ Ray C. Robinson, Jr.                Director                May 12, 1999
--------------------------------
Ray C. Robinson, Jr.

A majority of the members of the Board of Directors.



<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. Employee Stock Purchase Plan.







<PAGE>


                                                                     EXHIBIT 5.1





                                 May 17, 1999




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

            Re:   Registration Statement on Form S-8 - Circle International
                  Group, Inc. Employee Stock Purchase 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. Employee
Stock Purchase Plan (the "Plan"), of up to 250,000 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,



                                       /S/ ORRICK, HERRINGTON & SUTCLIFFE LLP



<PAGE>



                                                                    EXHIBIT 23.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this  Registration  Statement of
Circle  International Group, Inc. on Form S-8 of our report dated March 5, 1999,
appearing 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

San Francisco, California
May 14, 1999





<PAGE>


                                                                    EXHIBIT 99.1



















                        CIRCLE INTERNATIONAL GROUP, INC.

                          EMPLOYEE STOCK PURCHASE PLAN



<PAGE>


                                TABLE OF CONTENTS
                                                                           Page


Section 1      PURPOSE.......................................................1

Section 2      DEFINITIONS...................................................1

      2.1   "1934 Act".......................................................1

      2.2   "Board"..........................................................1

      2.3   "Code"...........................................................1

      2.4   "Committee"......................................................1

      2.5   "Common Stock"...................................................1

      2.6   "Company"........................................................1

      2.7   "Compensation"...................................................1

      2.8   "Eligible Employee"..............................................1

      2.9   "Employee".......................................................2

      2.10  "Employer" or "Employers"........................................2

      2.11  "Enrollment Date"................................................2

      2.12  "Grant Date".....................................................2

      2.13  "Participant"....................................................2

      2.14  "Plan"...........................................................2

      2.15  "Purchase Date"..................................................2

      2.16  "Subsidiary".....................................................2

Section 3      SHARES SUBJECT TO THE PLAN....................................2

      3.1   Number Available.................................................2

      3.2   Adjustments......................................................2

Section 4      ENROLLMENT....................................................3

      4.1   Participation....................................................3

      4.2   Payroll Withholding..............................................3

Section 5      OPTIONS TO PURCHASE COMMON STOCK..............................3

      5.1   Grant of Option..................................................3

      5.2   Duration of Option...............................................3

      5.3   Number of Shares Subject to Option...............................3

      5.4   Other Terms and Conditions.......................................3

                                      -I-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

Section 6      PURCHASE OF SHARES............................................4

      6.1   Exercise of Option...............................................4

      6.2   Delivery of Shares...............................................4

      6.3   Exhaustion of Shares.............................................4

Section 7      WITHDRAWAL....................................................4

      7.1   Withdrawal.......................................................4

Section 8      CESSATION OF PARTICIPATION....................................5

      8.1   Termination of Status as Eligible Employee.......................5

Section 9      DESIGNATION OF BENEFICIARY....................................5

      9.1   Designation......................................................5

      9.2   Changes..........................................................5

      9.3   Failed Designations..............................................5

Section 10     ADMINISTRATION................................................5

      10.1  Plan Administrator...............................................5

      10.2  Actions by Committee.............................................5

      10.3  Powers of Committee..............................................5

      10.4  Decisions of Committee...........................................6

      10.5  Administrative Expenses..........................................6

      10.6  Eligibility to Participate.......................................7

      10.7  Indemnification..................................................7

Section 11     AMENDMENT, TERMINATION, AND DURATION..........................7

      11.1  Amendment, Suspension, or Termination............................7

      11.2  Duration of the Plan.............................................7

Section 12     GENERAL PROVISIONS............................................7

      12.1  Participation by Subsidiaries....................................7

      12.2  Inalienability...................................................7

      12.3  Severability.....................................................7

      12.4  Requirements of Law..............................................8

      12.5  Compliance with Rule 16b-3.......................................8

      12.6  No Enlargement of Employment Rights..............................8

      12.7  Apportionment of Costs and Duties................................8

                                      -II-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page
      12.8  Construction and Applicable Law..................................8

      12.9  Captions.........................................................8

EXECUTION      ..............................................................8






                                      -III-

<PAGE>

                        CIRCLE INTERNATIONAL GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                                    section 1
                                     PURPOSE

            Circle  International  Group,  Inc.  hereby  establishes  the Circle
International  Group, Inc. Employee Stock Purchase Plan, effective as of May 11,
1999,  in  order  to  provide   eligible   employees  of  the  Company  and  its
participating  Subsidiaries  (including  Subsidiaries  based  outside the United
States)  with  the   opportunity  to  purchase   Common  Stock  through  payroll
deductions.  The Plan is intended to qualify as an employee  stock purchase plan
under Section 423(b) of the Code.

                                    section 2
                                   DEFINITIONS

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

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

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

            2.4 "Committee"  shall mean the committee  appointed by the Board to
administer  the Plan.  Any  member of the  Committee  may  resign at any time by
notice in writing mailed or delivered to the Secretary of the Company. As of the
effective  date of the  Plan,  the  Plan  shall  be  administered  by the  Human
Resources, Compensation and Nominating Committee of the Board.

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

            2.6 "Company"  means Circle  International  Group,  Inc., a Delaware
corporation.

            2.7  "Compensation"  means a  Participant's  base  salary or regular
wages  (including sick pay and vacation pay). The Committee,  in its discretion,
may (on a uniform and nondiscriminatory  basis) establish a different definition
of  Compensation  prior to an  Enrollment  Date for all options to be granted on
such Enrollment Date.

            2.8 "Eligible Employee" means every Employee of an Employer,  except
(a) any  Employee who  immediately  after the grant of an option under the Plan,
would own stock and/or hold  outstanding  options to purchase  stock  possessing
five  percent  (5%) or more of the total  combined  voting power or value of all
classes of stock of the Company or of any  Subsidiary of the Company  (including
stock  attributed to such Employee  pursuant to Section 424(d) of the Code),  or
(b) as provided in the following  sentence.  The Committee,  in its  discretion,
from time to time may, prior to an Enrollment Date for all options to be granted
on such Enrollment Date,  determine (on a uniform and  nondiscriminatory  basis)
that an  Employee  shall not be an Eligible  Employee if he or she:  (1) has not
completed at least two years of service since his or her last hire date (or such
lesser period of time as may be determined by the Committee in its  discretion),
(2) customarily  works not more than 20 hours per week (or such lesser period of
time as may be determined by the Committee in its  discretion),  (3) customarily
works not more than 5 months per calendar year (or such lesser period of time as
may be determined by the Committee in its  discretion),  or (4) is an officer or
other manager.

                                       1
<PAGE>

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

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

            2.11 "Enrollment  Date" means such dates as may be determined by the
Committee (in its discretion and on a uniform and nondiscriminatory  basis) from
time to time.

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

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

            2.14 "Plan" means Circle  International  Group,  Inc. Employee Stock
Purchase  Plan, as set forth in this  instrument  and as hereafter  amended from
time to time.

            2.15  "Purchase  Date" means such dates as may be  determined by the
Committee (in its discretion and on a uniform and nondiscriminatory  basis) from
time to time prior to an  Enrollment  Date for all options to be granted on such
Enrollment Date.

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

                                    section 3
                           SHARES SUBJECT TO THE PLAN

            3.1 Number  Available.  A maximum of 250,000  shares of Common Stock
shall be available for issuance pursuant to the Plan. Shares sold under the Plan
may be newly issued shares or treasury shares.

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

                                       2
<PAGE>

                                    section 4
                                   ENROLLMENT

            4.1  Participation.  Each  Eligible  Employee  may elect to become a
Participant  by  enrolling  or  re-enrolling  in the  Plan  effective  as of any
Enrollment Date. In order to enroll,  an Eligible  Employee must complete,  sign
and submit to the Company an  enrollment  form in such form,  manner and by such
deadline  as may be  specified  by the  Committee  from  time  to  time  (in its
discretion  and on a  nondiscriminatory  basis).  Any  Participant  whose option
expires  and  who  has  not  withdrawn  from  the  Plan  automatically  will  be
re-enrolled  in the  Plan  on the  Enrollment  Date  immediately  following  the
Purchase Date on which his or her option expires.

            4.2  Payroll  Withholding.  On  his  or her  enrollment  form,  each
Participant must elect to make Plan  contributions via payroll  withholding from
his or her  Compensation.  Pursuant  to such  procedures  as the  Committee  may
specify from time to time, a Participant may elect to have withholding  equal to
a whole percentage from 1% to 15% (or such lesser  percentage that the Committee
may establish  from time to time for all options to be granted on any Enrollment
Date).  A  Participant  may elect to  increase  or  decrease  his or her rate of
payroll  withholding by submitting a new enrollment form in accordance with such
procedures  as  may be  established  by the  Committee  from  time  to  time.  A
Participant  may  stop  his or  her  payroll  withholding  by  submitting  a new
enrollment  form in accordance with such procedures as may be established by the
Committee  from time to time. In order to be effective as of a specific date, an
enrollment  form must be  received  by the  Company no later  than the  deadline
specified by the Committee, in its discretion and on a nondiscriminatory  basis,
from time to time. Any Participant who is automatically  re-enrolled in the Plan
will be deemed to have  elected  to  continue  his or her  contributions  at the
percentage last elected by the Participant.

                                    section 5
                        OPTIONS TO PURCHASE COMMON STOCK

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

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

            5.3  Number  of  Shares  Subject  to  Option.  The  number of shares
available for purchase by each Participant  under the option will be established
by the Committee  from time to time prior to an Enrollment  Date for all options
to be granted on such Enrollment Date.

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

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

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

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

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


                                       3
<PAGE>

                                    section 6
                               PURCHASE OF SHARES

            6.1  Exercise of Option.  Subject to Section  6.2, on each  Purchase
Date,  the funds then  credited to each  Participant's  account shall be used to
purchase whole shares of Common Stock.  Any cash remaining after whole shares of
Common Stock have been purchased shall be carried  forward in the  Participant's
account for the  purchase  of shares on the next  Purchase  Date.  The price per
Share of the Shares  purchased  under any option granted under the Plan shall be
eighty-five percent (85%) of the lower of:

            (a) the average of the closing prices per Share on the three trading
      days  ending  with the Grant Date for such  option on the NASDAQ  National
      Market System; or

            (b) the average of the closing prices per Share on the three trading
      days ending with the Purchase Date on the NASDAQ National Market System;

provided, however, that if the average calculated under (a) or (b) is lower than
the  closing  price  per  Share  on the  Grant  Date or the  Purchase  Date,  as
applicable, the closing price per Share on the applicable date, rather than such
average, shall govern.

            6.2  Delivery of Shares.  As directed by the  Committee  in its sole
discretion, shares purchased on any Purchase Date shall be delivered directly to
the Participant or to a custodian or broker (if any) designated by the Committee
to hold  shares  for the  benefit  of the  Participants.  As  determined  by the
Committee  from  time to time,  such  shares  shall  be  delivered  as  physical
certificates or by means of a book entry system.
            6.3 Exhaustion of Shares.  If at any time the shares available under
the Plan are  over-enrolled,  enrollments  shall be reduced  proportionately  to
eliminate the over-enrollment.  Such reduction method shall be "bottom up", with
the result that all option  exercises  for one share shall be  satisfied  first,
followed by all exercises for two shares,  and so on, until all available shares
have been exhausted.  Any funds that, due to over-enrollment,  cannot be applied
to the purchase of whole shares shall be refunded to the  Participants  (without
interest thereon).

                                    section 7
                                   WITHDRAWAL

            7.1  Withdrawal.  A  Participant  may  withdraw  from  the  Plan  by
submitting  a completed  enrollment  form to the Company.  A withdrawal  will be
effective only if it is received by the Company by the deadline specified by the
Committee (in its discretion and on a uniform and nondiscriminatory  basis) from
time to time. When a withdrawal  becomes  effective,  the Participant's  payroll
contributions  shall cease and all amounts  then  credited to the  Participant's
account shall be distributed to him or her (without interest thereon).


                                       4
<PAGE>

                                    section 8
                           CESSATION OF PARTICIPATION

            8.1 Termination of Status as Eligible Employee.  A Participant shall
cease to be a Participant immediately upon the cessation of his or her status as
an  Eligible  Employee  (for  example,  because  of his or  her  termination  of
employment from all Employers for any reason). As soon as practicable after such
cessation,  the Participant's  payroll contributions shall cease and all amounts
then credited to the  Participant's  account shall be  distributed to him or her
(without interest thereon).  If a Participant is on a Company-approved  leave of
absence,  his or her  participation in the Plan shall continue for so long as he
or she remains an Eligible Employee and has not withdrawn from the Plan pursuant
to Section 7.1.

                                    section 9
                           DESIGNATION OF BENEFICIARY

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

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

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

                                   section 10
                                 ADMINISTRATION

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

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

            (k) To set  requirements  regarding the holding of shares  purchased
      under the Plan; and

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


            10.4  Decisions  of  Committee.  All actions,  interpretations,  and
decisions of the Committee  shall be conclusive and binding on all persons,  and
shall be given the maximum  possible  deference  allowed by law.  Any  remaining
disputes  concerning the Plan shall be settled by final and binding  arbitration
in San  Francisco,  California,  in accordance  with the National  Rules for the
Resolution of Employment Disputes of the American  Arbitration  Association then
in effect.

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

                                       6
<PAGE>

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

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

                                   section 11
                      AMENDMENT, TERMINATION, AND DURATION

            11.1 Amendment,  Suspension, or Termination.  The Board, in its sole
discretion,  may amend or terminate the Plan,  or any part thereof,  at any time
and for any reason. If the Plan is terminated, the Board, in its discretion, may
elect to terminate all outstanding options either immediately or upon completion
of the  purchase  of shares on the next  Purchase  Date,  or may elect to permit
options to expire in accordance with their terms (and  participation to continue
through  such  expiration  dates).  If  the  options  are  terminated  prior  to
expiration,  all amounts then credited to Participants'  accounts which have not
been used to purchase  shares  shall be returned  to the  Participants  (without
interest thereon) as soon as administratively practicable.

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

                                   section 12
                               GENERAL PROVISIONS

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

            12.2 Inalienability.  In no event may either a Participant, a former
Participant  or  his  or her  Beneficiary,  spouse  or  estate  sell,  transfer,
anticipate,  assign,  hypothecate, or otherwise dispose of any right or interest
under the Plan;  and such rights and interests  shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution or other legal
process.  Accordingly,  for example, a Participant's interest in the Plan is not
transferable pursuant to a domestic relations order.

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

                                       7
<PAGE>

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

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

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

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

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

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

                                    EXECUTION

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


                                   CIRCLE INTERNATIONAL GROUP, INC.



Dated: May 17, 1999                By: /S/ David I. Beatson               
                                       --------------------------- 
                                       David I. Beatson
                                       President and Chief Executive Officer

                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK PURCHASE PROGRAM DISCLOSURE", "secsgml_size_bytes": 52287}]
{"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": "333-78747", "film-number": "99630214"}, "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 May 19, 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             94107-0933
    (Address of Principal Executive Offices)           (Zip Code)

                       ----------------------------------
                        Circle International Group, Inc.
                          Employee Stock Purchase 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

--------------------------------------------------------------------------------
         Title of           Amount       Proposed     Proposed      Amount of
     Securities to be        To Be       Maximum      Maximum     Registration
        Registered        Registered     Offering     Aggregate        Fee
        Registered                       Price Per    Offering
                                         Share (1)    Price (1)
================================================================================
     Common Stock, (2)
    par value $1.00 per    250,000      $21.53       $5,382,500     $1,496.34
         per share          shares
--------------------------------------------------------------------------------
(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 $21.53 per share,  the average of the high and low price of 
     the  Common  Stock on the Nasdaq  National  Market on May 18, 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)  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. Employee Stock Purchase 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.

                                       3
(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.

     (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 12 of
May, 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
/S/ David I. Beatson               Directors, President and     May 12, 1999
--------------------------------
David I. Beatson                   Chief Executive Officer
                                (Principal Executive Officer)

                                    Chief Financial Officer
/S/ Janice Kerti                     Senior Vice President      May 12, 1999
--------------------------------
Janice Kerti                     (Principal Financial Officer
                               and Principal Accounting Officer)

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

/S/ David I. Beatson                    Director                May 12, 1999
--------------------------------
David I. Beatson

/S/ Wesley J. Fastiff                   Director                May 12, 1999
--------------------------------
Wesley J. Fastiff

/S/ Peter Gibert                        Director                May 12, 1999
--------------------------------
Peter Gibert

Edwin J. Holman                         Director                
--------------------------------
Edwin J. Holman

/S/ John M. Kaiser                      Director                May 12, 1999    
------------------------------
John M. Kaiser

/S/ John M. Lillie                      Director                May 12, 1999
--------------------------------
John M. Lillie

/S/ Ray C. Robinson, Jr.                Director                May 12, 1999
--------------------------------
Ray C. Robinson, Jr.

A majority of the members of the Board of Directors.
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. Employee Stock Purchase Plan.
EXHIBIT 5.1

                                 May 17, 1999

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

            Re:   Registration Statement on Form S-8 - Circle International
                  Group, Inc. Employee Stock Purchase 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. Employee
Stock Purchase Plan (the "Plan"), of up to 250,000 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,

                                       /S/ ORRICK, HERRINGTON & SUTCLIFFE LLP
EXHIBIT 23.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  Registration  Statement of
Circle  International Group, Inc. on Form S-8 of our report dated March 5, 1999,
appearing 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

San Francisco, California
May 14, 1999
EXHIBIT 99.1

                        CIRCLE INTERNATIONAL GROUP, INC.

                          EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
                                                                           Page

Section 1      PURPOSE.......................................................1

Section 2      DEFINITIONS...................................................1

      2.1   "1934 Act".......................................................1

      2.2   "Board"..........................................................1

      2.3   "Code"...........................................................1

      2.4   "Committee"......................................................1

      2.5   "Common Stock"...................................................1

      2.6   "Company"........................................................1

      2.7   "Compensation"...................................................1

      2.8   "Eligible Employee"..............................................1

      2.9   "Employee".......................................................2

      2.10  "Employer" or "Employers"........................................2

      2.11  "Enrollment Date"................................................2

      2.12  "Grant Date".....................................................2

      2.13  "Participant"....................................................2

      2.14  "Plan"...........................................................2

      2.15  "Purchase Date"..................................................2

      2.16  "Subsidiary".....................................................2

Section 3      SHARES SUBJECT TO THE PLAN....................................2

      3.1   Number Available.................................................2

      3.2   Adjustments......................................................2

Section 4      ENROLLMENT....................................................3

      4.1   Participation....................................................3

      4.2   Payroll Withholding..............................................3

Section 5      OPTIONS TO PURCHASE COMMON STOCK..............................3

      5.1   Grant of Option..................................................3

      5.2   Duration of Option...............................................3

      5.3   Number of Shares Subject to Option...............................3

      5.4   Other Terms and Conditions.......................................3

                                      -I-
TABLE OF CONTENTS
                                   (continued)
                                                                           Page

Section 6      PURCHASE OF SHARES............................................4

      6.1   Exercise of Option...............................................4

      6.2   Delivery of Shares...............................................4

      6.3   Exhaustion of Shares.............................................4

Section 7      WITHDRAWAL....................................................4

      7.1   Withdrawal.......................................................4

Section 8      CESSATION OF PARTICIPATION....................................5

      8.1   Termination of Status as Eligible Employee.......................5

Section 9      DESIGNATION OF BENEFICIARY....................................5

      9.1   Designation......................................................5

      9.2   Changes..........................................................5

      9.3   Failed Designations..............................................5

Section 10     ADMINISTRATION................................................5

      10.1  Plan Administrator...............................................5

      10.2  Actions by Committee.............................................5

      10.3  Powers of Committee..............................................5

      10.4  Decisions of Committee...........................................6

      10.5  Administrative Expenses..........................................6

      10.6  Eligibility to Participate.......................................7

      10.7  Indemnification..................................................7

Section 11     AMENDMENT, TERMINATION, AND DURATION..........................7

      11.1  Amendment, Suspension, or Termination............................7

      11.2  Duration of the Plan.............................................7

Section 12     GENERAL PROVISIONS............................................7

      12.1  Participation by Subsidiaries....................................7

      12.2  Inalienability...................................................7

      12.3  Severability.....................................................7

      12.4  Requirements of Law..............................................8

      12.5  Compliance with Rule 16b-3.......................................8

      12.6  No Enlargement of Employment Rights..............................8

      12.7  Apportionment of Costs and Duties................................8

                                      -II-
TABLE OF CONTENTS
                                   (continued)
                                                                           Page
      12.8  Construction and Applicable Law..................................8

      12.9  Captions.........................................................8

EXECUTION      ..............................................................8

                                      -III-
CIRCLE INTERNATIONAL GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                                    section 1
                                     PURPOSE

            Circle  International  Group,  Inc.  hereby  establishes  the Circle
International  Group, Inc. Employee Stock Purchase Plan, effective as of May 11,
1999,  in  order  to  provide   eligible   employees  of  the  Company  and  its
participating  Subsidiaries  (including  Subsidiaries  based  outside the United
States)  with  the   opportunity  to  purchase   Common  Stock  through  payroll
deductions.  The Plan is intended to qualify as an employee  stock purchase plan
under Section 423(b) of the Code.

                                    section 2
                                   DEFINITIONS

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

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

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

            2.4 "Committee"  shall mean the committee  appointed by the Board to
administer  the Plan.  Any  member of the  Committee  may  resign at any time by
notice in writing mailed or delivered to the Secretary of the Company. As of the
effective  date of the  Plan,  the  Plan  shall  be  administered  by the  Human
Resources, Compensation and Nominating Committee of the Board.

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

            2.6 "Company"  means Circle  International  Group,  Inc., a Delaware
corporation.

            2.7  "Compensation"  means a  Participant's  base  salary or regular
wages  (including sick pay and vacation pay). The Committee,  in its discretion,
may (on a uniform and nondiscriminatory  basis) establish a different definition
of  Compensation  prior to an  Enrollment  Date for all options to be granted on
such Enrollment Date.

            2.8 "Eligible Employee" means every Employee of an Employer,  except
(a) any  Employee who  immediately  after the grant of an option under the Plan,
would own stock and/or hold  outstanding  options to purchase  stock  possessing
five  percent  (5%) or more of the total  combined  voting power or value of all
classes of stock of the Company or of any  Subsidiary of the Company  (including
stock  attributed to such Employee  pursuant to Section 424(d) of the Code),  or
(b) as provided in the following  sentence.  The Committee,  in its  discretion,
from time to time may, prior to an Enrollment Date for all options to be granted
on such Enrollment Date,  determine (on a uniform and  nondiscriminatory  basis)
that an  Employee  shall not be an Eligible  Employee if he or she:  (1) has not
completed at least two years of service since his or her last hire date (or such
lesser period of time as may be determined by the Committee in its  discretion),
(2) customarily  works not more than 20 hours per week (or such lesser period of
time as may be determined by the Committee in its  discretion),  (3) customarily
works not more than 5 months per calendar year (or such lesser period of time as
may be determined by the Committee in its  discretion),  or (4) is an officer or
other manager.

                                       1
2.9 "Employee"  means an individual who is a common-law  employee of
any  Employer,  whether  such  employee  is so  employed at the time the Plan is
adopted or becomes so employed subsequent to the adoption of the Plan.

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

            2.11 "Enrollment  Date" means such dates as may be determined by the
Committee (in its discretion and on a uniform and nondiscriminatory  basis) from
time to time.

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

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

            2.14 "Plan" means Circle  International  Group,  Inc. Employee Stock
Purchase  Plan, as set forth in this  instrument  and as hereafter  amended from
time to time.

            2.15  "Purchase  Date" means such dates as may be  determined by the
Committee (in its discretion and on a uniform and nondiscriminatory  basis) from
time to time prior to an  Enrollment  Date for all options to be granted on such
Enrollment Date.

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

                                    section 3
                           SHARES SUBJECT TO THE PLAN

            3.1 Number  Available.  A maximum of 250,000  shares of Common Stock
shall be available for issuance pursuant to the Plan. Shares sold under the Plan
may be newly issued shares or treasury shares.

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

                                       2
section 4
                                   ENROLLMENT

            4.1  Participation.  Each  Eligible  Employee  may elect to become a
Participant  by  enrolling  or  re-enrolling  in the  Plan  effective  as of any
Enrollment Date. In order to enroll,  an Eligible  Employee must complete,  sign
and submit to the Company an  enrollment  form in such form,  manner and by such
deadline  as may be  specified  by the  Committee  from  time  to  time  (in its
discretion  and on a  nondiscriminatory  basis).  Any  Participant  whose option
expires  and  who  has  not  withdrawn  from  the  Plan  automatically  will  be
re-enrolled  in the  Plan  on the  Enrollment  Date  immediately  following  the
Purchase Date on which his or her option expires.

            4.2  Payroll  Withholding.  On  his  or her  enrollment  form,  each
Participant must elect to make Plan  contributions via payroll  withholding from
his or her  Compensation.  Pursuant  to such  procedures  as the  Committee  may
specify from time to time, a Participant may elect to have withholding  equal to
a whole percentage from 1% to 15% (or such lesser  percentage that the Committee
may establish  from time to time for all options to be granted on any Enrollment
Date).  A  Participant  may elect to  increase  or  decrease  his or her rate of
payroll  withholding by submitting a new enrollment form in accordance with such
procedures  as  may be  established  by the  Committee  from  time  to  time.  A
Participant  may  stop  his or  her  payroll  withholding  by  submitting  a new
enrollment  form in accordance with such procedures as may be established by the
Committee  from time to time. In order to be effective as of a specific date, an
enrollment  form must be  received  by the  Company no later  than the  deadline
specified by the Committee, in its discretion and on a nondiscriminatory  basis,
from time to time. Any Participant who is automatically  re-enrolled in the Plan
will be deemed to have  elected  to  continue  his or her  contributions  at the
percentage last elected by the Participant.

                                    section 5
                        OPTIONS TO PURCHASE COMMON STOCK

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

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

            5.3  Number  of  Shares  Subject  to  Option.  The  number of shares
available for purchase by each Participant  under the option will be established
by the Committee  from time to time prior to an Enrollment  Date for all options
to be granted on such Enrollment Date.

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

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

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

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

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

                                       3
section 6
                               PURCHASE OF SHARES

            6.1  Exercise of Option.  Subject to Section  6.2, on each  Purchase
Date,  the funds then  credited to each  Participant's  account shall be used to
purchase whole shares of Common Stock.  Any cash remaining after whole shares of
Common Stock have been purchased shall be carried  forward in the  Participant's
account for the  purchase  of shares on the next  Purchase  Date.  The price per
Share of the Shares  purchased  under any option granted under the Plan shall be
eighty-five percent (85%) of the lower of:

            (a) the average of the closing prices per Share on the three trading
      days  ending  with the Grant Date for such  option on the NASDAQ  National
      Market System; or

            (b) the average of the closing prices per Share on the three trading
      days ending with the Purchase Date on the NASDAQ National Market System;

provided, however, that if the average calculated under (a) or (b) is lower than
the  closing  price  per  Share  on the  Grant  Date or the  Purchase  Date,  as
applicable, the closing price per Share on the applicable date, rather than such
average, shall govern.

            6.2  Delivery of Shares.  As directed by the  Committee  in its sole
discretion, shares purchased on any Purchase Date shall be delivered directly to
the Participant or to a custodian or broker (if any) designated by the Committee
to hold  shares  for the  benefit  of the  Participants.  As  determined  by the
Committee  from  time to time,  such  shares  shall  be  delivered  as  physical
certificates or by means of a book entry system.
            6.3 Exhaustion of Shares.  If at any time the shares available under
the Plan are  over-enrolled,  enrollments  shall be reduced  proportionately  to
eliminate the over-enrollment.  Such reduction method shall be "bottom up", with
the result that all option  exercises  for one share shall be  satisfied  first,
followed by all exercises for two shares,  and so on, until all available shares
have been exhausted.  Any funds that, due to over-enrollment,  cannot be applied
to the purchase of whole shares shall be refunded to the  Participants  (without
interest thereon).

                                    section 7
                                   WITHDRAWAL

            7.1  Withdrawal.  A  Participant  may  withdraw  from  the  Plan  by
submitting  a completed  enrollment  form to the Company.  A withdrawal  will be
effective only if it is received by the Company by the deadline specified by the
Committee (in its discretion and on a uniform and nondiscriminatory  basis) from
time to time. When a withdrawal  becomes  effective,  the Participant's  payroll
contributions  shall cease and all amounts  then  credited to the  Participant's
account shall be distributed to him or her (without interest thereon).

                                       4
section 8
                           CESSATION OF PARTICIPATION

            8.1 Termination of Status as Eligible Employee.  A Participant shall
cease to be a Participant immediately upon the cessation of his or her status as
an  Eligible  Employee  (for  example,  because  of his or  her  termination  of
employment from all Employers for any reason). As soon as practicable after such
cessation,  the Participant's  payroll contributions shall cease and all amounts
then credited to the  Participant's  account shall be  distributed to him or her
(without interest thereon).  If a Participant is on a Company-approved  leave of
absence,  his or her  participation in the Plan shall continue for so long as he
or she remains an Eligible Employee and has not withdrawn from the Plan pursuant
to Section 7.1.

                                    section 9
                           DESIGNATION OF BENEFICIARY

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

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

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

                                   section 10
                                 ADMINISTRATION

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

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

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

                                       5
(a) To  interpret  and  determine  the meaning  and  validity of the
      provisions  of the Plan and the  options  and to  determine  any  question
      arising under,  or in connection  with, the  administration,  operation or
      validity of the Plan or the options;

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

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

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

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

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

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

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

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

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

            (k) To set  requirements  regarding the holding of shares  purchased
      under the Plan; and

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

            10.4  Decisions  of  Committee.  All actions,  interpretations,  and
decisions of the Committee  shall be conclusive and binding on all persons,  and
shall be given the maximum  possible  deference  allowed by law.  Any  remaining
disputes  concerning the Plan shall be settled by final and binding  arbitration
in San  Francisco,  California,  in accordance  with the National  Rules for the
Resolution of Employment Disputes of the American  Arbitration  Association then
in effect.

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

                                       6
10.6  Eligibility to Participate.  No member of the Committee who is
also an employee of an Employer shall be excluded from participating in the Plan
if otherwise eligible,  but he or she shall not be entitled,  as a member of the
Committee, to act or pass upon any matters pertaining specifically to his or her
own account under the Plan.

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

                                   section 11
                      AMENDMENT, TERMINATION, AND DURATION

            11.1 Amendment,  Suspension, or Termination.  The Board, in its sole
discretion,  may amend or terminate the Plan,  or any part thereof,  at any time
and for any reason. If the Plan is terminated, the Board, in its discretion, may
elect to terminate all outstanding options either immediately or upon completion
of the  purchase  of shares on the next  Purchase  Date,  or may elect to permit
options to expire in accordance with their terms (and  participation to continue
through  such  expiration  dates).  If  the  options  are  terminated  prior  to
expiration,  all amounts then credited to Participants'  accounts which have not
been used to purchase  shares  shall be returned  to the  Participants  (without
interest thereon) as soon as administratively practicable.

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

                                   section 12
                               GENERAL PROVISIONS

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

            12.2 Inalienability.  In no event may either a Participant, a former
Participant  or  his  or her  Beneficiary,  spouse  or  estate  sell,  transfer,
anticipate,  assign,  hypothecate, or otherwise dispose of any right or interest
under the Plan;  and such rights and interests  shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution or other legal
process.  Accordingly,  for example, a Participant's interest in the Plan is not
transferable pursuant to a domestic relations order.

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

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

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

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

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

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

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

                                    EXECUTION

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

                                   CIRCLE INTERNATIONAL GROUP, INC.

Dated: May 17, 1999                By: /S/ David I. Beatson               
                                       --------------------------- 
                                       David I. Beatson
                                       President and Chief Executive Officer

                                       8