<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 10, 1996
------------------------------
FRITZ COMPANIES, INC.
- - --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-20548 94-3083515
- - --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
706 MISSION STREET, SAN FRANCISCO, CALIFORNIA 94103
- - --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (415) 904-8360
-----------------------------
INAPPLICABLE
- - --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
<PAGE> 2
Item 5. Other Events
On October 10, 1996, a complaint was filed in the Superior
Court of the State of California, County of San Francisco,
against the Company and certain of its directors and officers
under the caption Greenfield v. Lynn C. Fritz, John H. Johung,
Stephen M. Mattessich and Fritz Companies, Inc. The complaint,
which purports to be brought on behalf of all holders of the
Company's stock as of April 2, 1996; alleges various
violations of California and common law relating to fraud and
negligent misrepresentations regarding the third quarter
earnings release made by the Company and seeks unspecified
damages.
Item 7. Financial Statement and Exhibits
(c) None
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRITZ COMPANIES, INC.
By /s/ JAN H. RAYMOND
-------------------------
Jan H. Raymond
Senior Vice President
Dated: October 21, 1996
