FRITZ COMPANIES INC
10-Q/A, 1997-10-03
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                  FORM 10-Q/A


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended AUGUST 31, 1997

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from ______ to______

                         Commission file number 0-20548


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

           Delaware                                         94-3083515
- --------------------------------                  -----------------------------
(State or other jurisdiction of                   (IRS Employer Identification
  incorporation or organization)                    Number)


         706 Mission Street, Suite 900, San Francisco, California 94103
- --------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code (415) 904-8360

                                 Not applicable
- -------------------------------------------------------------------------------
Former name, former address and former fiscal year if changed from last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.[X] Yes [ ] No

As of  August 31, 1997 there were 35,653,000 shares of common stock outstanding.

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FRITZ COMPANIES, INC.                                                 FORM 10-Q






                               S I G N A T U R E S


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 thereunto duly authorized.


                              FRITZ COMPANIES, INC.
                              Registrant


                              Dated:  September 30, 1997


                              /s/ Lynn C. Fritz
                              -------------------------------------
                              Lynn C. Fritz
                              Chairman and Chief Executive Officer



                              /s/ Dennis L. Pelino
                              --------------------------------------
                              Dennis L. Pelino
                              President and Chief Operating Officer



                              /s/ Robert Arovas
                              --------------------------------------
                              Robert Arovas
                              Executive Vice President and
                              Chief Financial Officer



                              /s/ Ronald W. Womack
                              -------------------------------------
                              Ronald W. Womack
                              Vice President of Finance and
                              Principal Accounting Officer




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FRITZ COMPANIES, INC.                                                FORM 10-Q



                                  EXHIBIT INDEX
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<CAPTION>
EXHIBIT                                                                               PAGE
<S>                                                                                   <C>
10.31     Credit Facility dated July 19, 1996 between National Bank of Canada          15
          and the Registrant totaling $30.0 million (Canadian dollars),
          principal repayable on demand, interest repayable on the 26th day of
          each month based on either the Canadian or American prime rate of the
          Bank. The Registrant has the option to set interest based on Libor,
          plus 75 basis points. Credit Facility borrowings are collateralized
          based on the Registrants net accounts receivable balance.


15        Letter regarding unaudited interim financial information                      38


27        Financial Data Schedule                                                       
</TABLE>




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