_________________________________________________________________
_________________________________________________________________



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-Q
                                
(Mark One)

(x)  QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d)  OF  THE
     SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended June 27, 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 1-8544
                                
                                
                                
                           APL LIMITED
     (Exact name of registrant as specified in its charter)

          Delaware                                  94-2911022
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)             Identification No.)


                          1111 Broadway
                   Oakland, California  94607
            (Address of principal executive offices)
                                
         Registrant's telephone number:  (510) 272-8000

      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 and (2) has been subject to such filing requirements for
the past 90 days.  Yes (X)  No ( ).

      Indicate the number of shares outstanding of each of  the
issuer's  classes of common stock, as of the latest practicable
date.



          Class                   Outstanding at July 25, 1997
____________________________      ____________________________

Common Stock, $.01 par value                   24,866,899


_________________________________________________________________
_________________________________________________________________
<PAGE>
                           APL LIMITED

                              INDEX



       PART I.   FINANCIAL INFORMATION                    Page
                 _____________________

Item 1. Consolidated Financial Statements

       Statement of Income                                   3
       Balance Sheet                                         4
       Statement of Cash Flows                               5
       Notes to Consolidated Financial Statements         6-11

Item 2. Management's Discussion and Analysis
        of Financial Condition and Results of Operations 12-21


       Part II.  OTHER INFORMATION
                 _________________

Item  1. Legal Proceedings                                  22

Item 6. Exhibits and Reports on Form  8-K                   23

       SIGNATURES                                           24

<PAGE>

APL Limited and Subsidiaries

CONSOLIDATED STATEMENT OF INCOME (Unaudited)
___________________________________________________________________
(In thousands, except          Quarter Ended         26 Weeks Ended
  per share amounts)        June 27  June 28       June 27  June 28
                               1997     1996          1997     1996
___________________________________________________________________
Revenues                    $626,671 $641,055 $1,305,521 $1,367,392
___________________________________________________________________
Expenses                     607,959  598,498  1,295,655  1,307,268
___________________________________________________________________
Operating Income              18,712   42,557      9,866     60,124

Interest Income                5,752    6,253     12,363     12,998
Interest Expense             (13,308) (14,826)   (28,908)   (32,560)
___________________________________________________________________
Income (Loss) Before Taxes    11,156   33,984     (6,679)    40,562
Federal, State and
  Foreign Tax Expense
  (Benefit)                    3,770   13,122     (4,258)    15,819
___________________________________________________________________
Net Income (Loss)           $  7,386 $ 20,862 $   (2,421) $  24,743
___________________________________________________________________
___________________________________________________________________

Earnings (Loss) Per Common Share
___________________________________________________________________
  Primary                      $0.29    $0.78     $(0.10)     $0.94
  Fully Diluted                $0.28    $0.78     $(0.10)     $0.93
___________________________________________________________________

Dividends Per Common Share     $0.10    $0.10     $ 0.20      $0.20
___________________________________________________________________
___________________________________________________________________
See notes to consolidated financial statements.
<PAGE>

APL Limited and Subsidiaries

CONSOLIDATED BALANCE SHEET (Unaudited)
_________________________________________________________________
(In thousands, except share amounts)         June 27 December 27
                                                1997        1996
_________________________________________________________________
ASSETS
Current Assets
Cash and Cash Equivalents                  $ 137,811   $ 102,370
Short-Term Investments                       116,602     180,628
Trade and Other Receivables, Net             227,358     242,460
Fuel and Operating Supplies                   28,388      29,220
Prepaid Expenses and Other Current Assets     75,195      61,804
_________________________________________________________________
Total Current Assets                         585,354     616,482
_________________________________________________________________
Property and Equipment
Ships                                        904,455     903,227
Containers, Chassis and Rail Cars            752,831     764,294
Leasehold Improvements and Other             254,346     252,466
Construction in Progress                      37,610      29,078
_________________________________________________________________
                                           1,949,242   1,949,065
Accumulated Depreciation and Amortization  (843,095)    (825,846)
_________________________________________________________________
Property and Equipment, Net                1,106,147   1,123,219
_________________________________________________________________
INVESTMENTS AND OTHER ASSETS                 141,373     140,477
_________________________________________________________________

Total Assets                               $1,832,874 $1,880,178
_________________________________________________________________
_________________________________________________________________


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current Portion of Long-Term Debt
  and Capital Leases                        $    349  $    9,866
Accounts Payable and Accrued Liabilities     363,631     380,690
_________________________________________________________________
Total Current Liabilities                    363,980     390,556
_________________________________________________________________
Deferred Income Taxes                        169,582     173,867
_________________________________________________________________
Other Liabilities                            115,753     116,569
_________________________________________________________________
Long-Term Debt                               684,456     695,546
Capital Lease Obligations                        622         801
_________________________________________________________________
Total Long-Term Debt and Capital
  Lease Obligations                          685,078     696,347
_________________________________________________________________
Commitments and Contingencies
_________________________________________________________________
Stockholders' Equity
Common Stock $.01 Par Value, Stated at $1.00
  Authorized-60,000,000 Shares
  Shares Issued and Outstanding-
  24,763,000 in 1997 and 24,564,000 in 1996   24,763      24,564
Additional Paid-In Capital                     3,435         632
Retained Earnings                            470,283     477,643
_________________________________________________________________
Total Stockholders' Equity                   498,481     502,839
_________________________________________________________________

Total Liabilities and
  Stockholders' Equity                    $1,832,874  $1,880,178
_________________________________________________________________
_________________________________________________________________

See notes to consolidated financial statements.
<PAGE>

APL Limited and Subsidiaries

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
_________________________________________________________________
(In thousands)                                   26 Weeks Ended
                                                June 27 June 28
                                                   1997    1996
_________________________________________________________________
Cash Flows from Operating Activities
Net Income (Loss)                              $(2,421) $24,743
Adjustments to Reconcile Net Income (Loss) to Net
 Cash Provided by (Used in)Operating Activities:
  Depreciation and Amortization                  53,004  57,385
  Deferred Income Taxes                          (4,285)  5,762
  Change in Receivables                          15,102   1,552
  Change in Fuel and Operating Supplies             832   9,693
  Change in Prepaid Expenses and
   Other Current Assets                         (13,391)  2,008
  Gain on Sale of Property and Equipment         (5,665) (2,079)
  Gain on Sale of Distribution Services                  (6,900)
  Change in Accounts Payable and
   Accrued Liabilities                          (17,059) (5,152)
  Other                                          (3,896)(25,038)
_________________________________________________________________
   Net Cash Provided by Operating Activities     22,221  61,974
_________________________________________________________________
Cash Flows from Investing Activities
Capital Expenditures                           (65,869)(89,633)
Proceeds from Sales of Property and Equipment    35,684 160,513
Proceeds from Sale of Distribution Services               2,000
Purchase of Short-Term Investments            (113,943)(335,662)
Proceeds from Sales of Short-Term Investments   177,969 238,528
Transfer from Capital Construction Fund           2,688
Other                                             3,198   1,380
_________________________________________________________________
   Net Cash Provided by (Used in)
    Investing Activities                         39,727 (22,874)
_________________________________________________________________
Cash Flows from Financing Activities
Issuance of Debt                                          62,215
Repayments of Debt                             (20,725)  (20,660)
Repayments of Capital Lease Obligations           (166)  (10,822)
Dividends Paid                                  (4,923)   (5,144)
Debt Issue Costs                                          (1,617)
Other                                             2,986    2,114
_________________________________________________________________
   Net Cash Provided by (Used in)
    Financing Activities                       (22,828)   26,086
_________________________________________________________________
Effect of Exchange Rate Changes on Cash         (3,679)     (11)
_________________________________________________________________
   Net Increase in Cash and Cash Equivalents     35,441   65,175
_________________________________________________________________
Cash and Cash Equivalents at
 Beginning of Period                            102,370   76,564
_________________________________________________________________
Cash and Cash Equivalents at End of Period     $137,811 $141,739
_________________________________________________________________
_________________________________________________________________

SUPPLEMENTAL DATA:
_________________________________________________________________
Cash Paid (Received) for:
Interest, Net of Capitalized Interest          $ 29,710 $31,523
Income Taxes, Net of Refunds                   $(4,457) $ 8,584
_________________________________________________________________
Noncash Investing Activities:
Notes Receivable from the Sale of
  Distribution Services                                 $ 6,000
_________________________________________________________________

See notes to consolidated financial statements.
<PAGE>

APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 1.   Significant Accounting Policies

     The  consolidated  financial statements  presented  herein
include  the  accounts  of  APL Limited  and  its  wholly-owned
subsidiaries  (the  "company") and have been  prepared  by  the
company,  without audit, pursuant to the rules and  regulations
of   the  Securities  and  Exchange  Commission.   The  company
believes  that  the  disclosures  are  adequate  to  make   the
information   presented   not  misleading,   although   certain
information  and  footnote  disclosures  normally  included  in
financial  statements  prepared in  accordance  with  generally
accepted  accounting principles have been condensed or  omitted
pursuant  to  such rules and regulations.  In  the  opinion  of
management,  the consolidated financial statements reflect  all
adjustments  (consisting only of normal recurring  adjustments)
necessary  for a fair presentation of the company's results  of
operations,   financial   position   and   cash   flows.    The
consolidated financial statements should be read in conjunction
with  the  consolidated  financial  statements  and  the  notes
thereto  included in the company's Annual Report on  Form  10-K
for  the year ended December 27, 1996 (Commission File  No.  1-
8544).

Foreign Currency Instruments

     The  company  periodically enters into  contracts  to  buy
foreign currencies in the future to hedge the impact of foreign
currency  fluctuations on certain operating  commitments.   The
gains  or  losses on contracts related to firm commitments  are
deferred and recognized when the related operating expenses are
incurred,  and  are  recorded as  a  decrease  or  increase  in
Expenses on the accompanying Consolidated Statement of  Income.
Gains  or  losses  on  foreign currency  contracts  related  to
anticipated  transactions  are reflected  in  Expenses  on  the
accompanying Consolidated Statement of Income in the period  in
which the currency fluctuation occurs.

Income Taxes

     The  provision for income taxes has been calculated  using
the effective tax rate estimated for the respective years.  The
company's estimated income tax rate for the first half of  1997
was 34%.  During the first quarter, the company also recorded a
tax  benefit  of  $2.0 million relating to a prior  year  state
income  tax settlement.  The effective income tax rate for  the
first  half of 1996 was 39%.  The full year effective tax  rate
for  1996 was 33%, which was reduced during 1996 to reflect the
availability of additional tax credits and deductions.


Note 2.   Operating-Differential Subsidy Agreement

     The  company and the United States Maritime Administration
("MarAd")  are  parties  to  an Operating-Differential  Subsidy
("ODS")  agreement expiring December 31, 1997,  which  provides
for  payment by the U.S. government to partially compensate the
company  for  the  relatively greater labor expense  of  vessel
operation  under United States registry.  The ODS amounts  were
$6.9 million and $11.8 million for the quarters ended June  27,
1997  and  June 28, 1996, respectively, and $14.7  million  and
$25.4  million for the 26-week periods ended June 27, 1997  and
June  28,  1996,  respectively, and have  been  included  as  a
reduction   of   Expenses  on  the  accompanying   Consolidated
Statement of Income.
<PAGE>

APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 3.Accounts Payable and Accrued Liabilities

      Accounts payable and accrued liabilities at June 27, 1997
and December 27, 1996, were as follows:
_________________________________________________________________
(In thousands)                              June 27 December 27
                                               1997        1996
_________________________________________________________________
Accounts Payable                           $ 46,967     $52,316
Accrued Liabilities                         245,932     250,523
Current Portion of Insurance Claims          12,812      15,326
Unearned Revenue                             55,027      50,566
Restructuring Charge                          2,893      11,959
_________________________________________________________________
Total Accounts Payable and
 Accrued Liabilities                       $363,631    $380,690
_________________________________________________________________
_________________________________________________________________


Note 4.   Long-Term Debt

     Long-Term Debt at June 27, 1997 and December 27, 1996
consisted of the following:
_________________________________________________________________
(In thousands)                              June 27 December 27
                                               1997        1996
_________________________________________________________________
Vessel Mortgage Note Due Through 2008 (1)  $369,773     $380,880
8% Senior Debentures $150 million Face Amount
 Due on January 15, 2024 (2)                147,212     147,198
7 1/8% Senior Notes $150 million Face Amount
 Due on November 15, 2003 (2)               148,491     148,399
Series I 8% Vessel Mortgage Bonds
  Due Through 1997(3)                                     9,530
8% Refunding Revenue Bonds Due on
 November 1, 2009                            12,000      12,000
Other                                         6,980       7,069
_________________________________________________________________
Total Debt                                  684,456     705,076
Current Portion                                         (9,530)
_________________________________________________________________
Total Long-Term Debt                       $684,456     $695,546
_________________________________________________________________
_________________________________________________________________

(1)To  finance a portion of the purchase price of its six  C11-
   class  vessels, the company borrowed $402.1 million in  1995
   and 1996 under a loan agreement with European banks pursuant
   to  vessel  mortgage  notes  due  through  2008.   Principal
   payments  are due in semiannual installments over a  12-year
   period  commencing  six months after  the  delivery  of  the
   respective  vessels.  The interest rates on  the  notes  are
   based upon various margins over LIBOR or the banks' cost  of
   funds,   as  elected  by  the  company.   Until  the   sixth
   anniversary of the delivery date, the company may  defer  up
   to four principal payments.  Aggregate deferred payments are
   due at the end of the term of the notes.  Principal payments
   on  this debt are classified as long-term on the basis  that
   the  company has the ability to defer at least two payments.
   The   notes   issued   under   this   loan   agreement   are
   collateralized by the C11-class vessels.
<PAGE>

APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 4.   Long-Term Debt (continued)

   The  company  entered into interest rate swap agreements  on
   four of the vessel mortgage notes, with a notional amount of
   $253.6  million at June 27, 1997, to exchange  the  variable
   interest  rate  obligations on such  notes  for  fixed  rate
   obligations for periods ranging between 7 and 12 years.  The
   current  variable  interest rates  for  all  of  the  vessel
   mortgage notes range between 6.555% and 7.02%.  As a  result
   of  the  swaps,  the effective interest rates range  between
   6.625%  and 7.531% for the first five years after inception,
   and  6.625% and 7.656% for the remaining terms of the swaps.
   Net  payments or receipts under the agreements are  included
   in interest expense.

(2)The  company  issued  7  1/8% Senior  Notes  and  8%  Senior
   Debentures  in November 1993 and January 1994, respectively.
   Interest  payments are due semiannually.  The  Senior  Notes
   had an effective interest rate of 7.325%, and an unamortized
   discount  of  $1.5  million at June 27,  1997.   The  Senior
   Debentures had an effective interest rate of 8.172%, and  an
   unamortized discount of $2.8 million at June 27, 1997.

(3)The  Series I Vessel Mortgage Bonds were fully repaid during
   the first quarter of 1997.

     The  company has a credit agreement with a group of  banks
which  provides  for an aggregate commitment  of  $200  million
through March 1999.  The credit agreement contains, among other
things, various financial covenants that require the company to
meet  certain  levels  of interest and fixed  charge  coverage,
leverage and net worth.  The borrowings bear interest at  rates
based  upon  various indices as elected by the company.   There
have been no borrowings under this agreement.

     As an alternative to borrowing under its credit agreement,
the  company has an option under that agreement to sell  up  to
$150  million  of  certain of its accounts  receivable  to  the
banks.    This  alternative  is  subject  to  less  restrictive
financial covenants than the borrowing option.


Note 5.   Leases

     In  connection  with the new terminal in Los  Angeles  and
terminal improvements in Kaohsiung, Taiwan, the company entered
into  agreements  to purchase new cranes and,  in  April  1997,
reached  an agreement with a group of banks pursuant  to  which
the company assigned its rights to the cranes to the banks, and
the  banks leased the cranes to the company, subject to certain
terms  and  conditions  on  a year-to-year  basis.   Under  the
agreement,  the  company  makes  all  payments  to  the   crane
manufacturer and is subsequently reimbursed by the banks.   The
payments  and  receipts have been included in the  Consolidated
Statement  of  Cash Flows as Capital Expenditures and  Proceeds
from  the  Sales  of Property and Equipment, respectively.   In
addition,  the  banks  intend to acquire ownership  of  certain
cranes  at  the company's Oakland terminal and will  lease  the
cranes  to  the  company.  The aggregate  cost  of  all  cranes
involved  in  the transaction is approximately $102.9  million.
Under  the  terms  of  its agreement, the  company  has  annual
options  to  either  renew the lease, purchase  the  cranes  or
arrange  for the sale of the cranes to a third party.  As  part
of  the  sale option, the company has guaranteed the lessors  a
minimum  estimated  value of $74.3 million which  will  decline
over time.
<PAGE>

APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 6.   Stockholders' Equity

Earnings Per Common Share

     For the first half of 1997, primary and fully diluted loss
per  common share were computed by dividing the net loss by the
weighted average number of common shares outstanding.  For  the
second  quarter of 1997, and the second quarter and first  half
of  1996,  earnings  per common share on a  primary  and  fully
diluted  basis  were computed by dividing  net  income  by  the
weighted  average number of common shares and common equivalent
shares  outstanding.   The  number  of  shares  used  in  these
computations was as follows:

_________________________________________________________________
Weighted Average Number of Common and Common Equivalent Shares
_________________________________________________________________
(In millions)                   Quarter Ended    26 Weeks Ended
                            June 27   June 28   June 27 June 28
                               1997      1996      1997    1996
_________________________________________________________________
Primary                        25.8      26.6      24.6    26.3
Fully Diluted                  26.0      26.7      24.6    26.6
_________________________________________________________________
_________________________________________________________________

     Weighted  average shares for the second quarter and  first
half  of 1997 reflect  the repurchase of 1.3 million shares  of
the company's common stock in the third and fourth quarters  of
1996.

     In February 1997, the Financial Accounting Standards Board
issued  Statement  of Financial Accounting Standards  No.  128,
"Earnings per Share", which is effective for interim and annual
periods  ending  after December 15, 1997 (early application  is
not  permitted).  Under this new standard, primary earnings per
share  and fully diluted earnings per share have been  replaced
by  basic  earnings per share and diluted earnings  per  share.
Basic  earnings per share is calculated by dividing net  income
by  the  weighted  average number of common shares  outstanding
during the period.  Diluted earnings per share is calculated by
dividing  net income by the weighted average number  of  common
shares  outstanding during the period plus the dilutive  effect
of stock options outstanding.  For the second quarter and first
half  of  1997 and 1996, basic and diluted earnings (loss)  per
share would have been as follows:
     
_________________________________________________________________
                                Quarter Ended    26 Weeks Ended
                            June 27   June 28   June 27 June 28
                               1997      1996      1997    1996
_________________________________________________________________
Basic                         $0.30     $0.81    $(0.10)   $0.96
Diluted                       $0.29     $0.78    $(0.10)   $0.94
_________________________________________________________________
_________________________________________________________________
     
     
Note 7.   Commitments and Contingencies

Commitments

Alliances
     
     The   alliance  agreements  between  the  company,  Orient
Overseas  Container  Line  ("OOCL"),  Mitsui  OSK  Lines,  Ltd.
("MOL"),    Nedlloyd   Lines   B.V.   ("NLL")   and   Malaysian
International  Shipping Corporation BHD ("MISC"),  collectively
referred  to as the Global Alliance, were fully implemented  in
the first quarter of 1996.
<PAGE>
     
APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 7.   Commitments and Contingencies (continued)

Commitments (continued)

Alliances (continued)

     NLL  merged  with  the container line  operations  of  The
Peninsular  and  Oriental Steam Navigation Company  ("P&O")  on
December  31, 1996 to form P&O Nedlloyd Container Line  Limited
("P&O-NL").   P&O-NL has advised the Global Alliance  that  NLL
will  be  withdrawing  from the Global  Alliance.   The  future
alliance participation of the company and Neptune Orient  Lines
Ltd  ("NOL") following consummation of the proposed  merger  of
the  company  and  NOL discussed in Note 8, has  not  yet  been
determined.  The company cannot predict, if the proposed merger
is  consummated, when the alliance participation of the company
and  NOL  will  be determined or the resulting  impact  on  the
operations of the company.  However, while no assurances can be
given,  the  company believes that it will  be  able  to  reach
acceptable agreements for future alliance participation.
     
     On July 16, 1997, the company and the remaining members of
the  Global  Alliance  entered into a  letter  of  intent  with
Hyundai  Merchant Marine Co. Ltd. ("Hyundai") to enter  into  a
multi-year  agreement  to  share vessel  space  and  coordinate
vessel  sailings  in the trans-Pacific and Asia-Europe  trades.
The  parties expect to complete detailed agreements and  vessel
deployments  and obtain necessary government approvals  by  the
end  of  1997,  and to initiate new services during  the  first
quarter  of 1998.  The five carriers expect to begin exchanging
vessel space in the trans-Pacific and Asia-Europe trades  on  a
limited basis during the third quarter of 1997.  There  can  be
no  assurances whether or when the detailed agreements will  be
completed or government approvals will be obtained.

     On  June  5, 1997, the company and Transportacion Maritima
Mexicana  ("TMM")  entered  into  a  joint  operating   company
agreement  pursuant to which the companies  will  offer  trans-
Pacific  services in the Asia-Mexico trade.   As  part  of  the
agreements, the company is managing the operations of six  time
chartered vessels and will guarantee the charter hire  of  five
vessels,  two of which it currently guarantees.  The amount  of
the  additional  three vessel charter hire payments  which  are
guaranteed through the expiration of the charters in  1999  are
estimated  to be $48.6 million.  Initial operations  under  the
agreement   began  in  July  1997.   Agreements  necessary   to
implement the transaction are being finalized.
     
Facilities, Equipment and Services

     The  company  had  outstanding  purchase  commitments   to
acquire  facilities,  equipment  and  services  totaling  $15.1
million  at  June  27,  1997.   In addition,  the  company  has
commitments  to purchase terminal services for its major  Asian
operations.  These commitments range from one to ten years, and
the  amounts of the commitments under these contracts are based
upon  the  actual services performed.  At June  27,  1997,  the
company  had outstanding letters of credit and other agreements
totaling   $77.6   million,  which  guarantee   the   company's
performance under certain of its commitments.
     
Employment Agreements

     The  company  has entered into employment agreements  with
certain  of  its officers.  The agreements provide for  certain
payments to each officer upon termination of employment,  other
than  as  a  result  of death, disability  in  most  cases,  or
justified   cause,   as   defined.   The  aggregate   estimated
commitment under these agreements was $16.6 million at June 27,
1997.    Certain   employment  agreements  contain   provisions
requiring  additional  payments,  including  excise  taxes  and
supplemental pension benefits, if applicable.
<PAGE>

APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 7.   Commitments and Contingencies (continued)

Contingencies

     In October 1995, Lykes Bros. Steamship Co., Inc. ("Lykes")
filed  a  petition seeking protection from its creditors  under
Chapter  11 of the U.S. Bankruptcy laws.  The company chartered
four  L9-class  vessels from Lykes, and Lykes  chartered  three
Pacesetter  vessels  from  the  company.   In  July  1996,  the
Bankruptcy  Court  gave  its final  approval  to  a  settlement
agreement between the company and Lykes, establishing terms for
the  payment of the company's claims against Lykes  for  unpaid
charter  hire.   The settlement allowed Lykes the  use  of  the
three Pacesetters until December 31, 1997 and required Lykes to
obtain  the  release of liens it permitted  to  be  established
against those vessels.  On July 29, 1997, the Pacesetters  were
returned to the company.
     
     In   April   1997,  Lykes'  Plan  of  Reorganization   was
confirmed,  and  on July 29, 1997, Lykes and Canadian  Pacific,
Ltd.  ("CP")  finalized its agreement for CP's  acquisition  of
Lykes'  U.S.  container shipping services.   In  addition,  the
company and CP reached an agreement which allows the company to
realize most of the remaining benefits due under its settlement
with   Lykes.   Appeals  of  certain  Bankruptcy  Court  orders
underlying  the  company's  agreement  with  Lykes  have   been
dismissed.   As a result of the settlement and CP  acquisition,
Lykes'  bankruptcy is not expected to have a  material  adverse
impact  on  the  company's consolidated financial  position  or
results of operations.
     
     The  company  is  a  party to various  legal  proceedings,
claims  and  assessments arising in the course of its  business
activities.  Based upon information presently available, and in
light  of  legal and other defenses and insurance coverage  and
other  potential sources of payment available to  the  company,
management does not expect these legal proceedings, claims  and
assessments,  individually  or in  the  aggregate,  to  have  a
material adverse impact on the company's consolidated financial
position or operations.


Note 8.   Proposed Merger with Neptune Orient Lines Ltd

      On  April  13,  1997, the company entered into  a  merger
agreement  with  NOL,  a  Singapore  corporation,  and  Neptune
U.S.A.,  Inc., a Delaware corporation and an indirect,  wholly-
owned  subsidiary of NOL ("Sub"), pursuant to  which  Sub  will
merge with and into the company (the "Proposed Merger").  As  a
result  of the Proposed Merger, the outstanding shares  of  the
company's  stock  will be converted into the right  to  receive
$33.50  per share in cash and the company will become a wholly-
owned  subsidiary of NOL.  The Proposed Merger, which has  been
approved  by  each company's Board of Directors, is conditioned
upon  approval  by  holders of a majority  of  the  outstanding
shares  of the company's Common Stock and is subject to certain
other   conditions,  including  review  under  the  Exon-Florio
Amendment  and  the approval of MarAd.  The parties  expect  to
consummate  the transaction in the fall of 1997, following  the
receipt of regulatory approvals.
<PAGE>

APL Limited and Subsidiaries

Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS

       Management's  Discussion  and  Analysis   of   Financial
Condition  and  Results of Operations for the  quarter  and  26
weeks  ended  June 27, 1997 should be read in conjunction  with
Management's Discussion and Analysis of Financial Condition and
Results  of Operations included in the companyOs Annual  Report
on Form 10-K for the year ended December 27, 1996.

RESULTS OF OPERATIONS

Summary Results           Second Quarter        Year to Date

(In millions)             1997   1996 Change    1997     1996  Change
______________________________________________________________________
Revenues
Container
 Transportation         $542.4 $560.5  (3%) $1,129.2 $1,193.9   (5%)
Logistics Services
 and Other                84.2   80.6   5%     176.3    173.5    2%
_____________________________________________________________________
Operating Income        $ 18.6 $ 42.5 (56%) $    9.8 $   60.1  (84%)
_____________________________________________________________________
Pretax Income (Loss)    $ 11.1 $ 33.9 (67%) $   (6.7)$   40.5 (116%)
_____________________________________________________________________
_____________________________________________________________________

Overview

     Operating income for the second quarter and first half  of
1997 was $18.6 million and $9.8 million, respectively, compared
with operating income for the second quarter and first half  of
1996   of   $42.5  million  and  $60.1  million,  respectively.
Included in operating income for the second quarter of 1997 was
a gain of $5.3 million from the sale of chassis, a gain of $1.5
million from the favorable settlement of claims related to  the
1995  Kobe earthquake and costs of $2.7 million related to  the
proposed  merger with NOL.  In addition, operating  income  for
the first half of 1997 included a gain of $3.0 million from the
favorable settlement of claims related to the 1994 collision of
a  vessel.  Included in operating income for the second quarter
and first half of 1996 was a $6.9 million gain from the sale of
the  company's  rights to service certain  domestic  intermodal
customers.   Also included in operating income  for  the  first
half  of 1996 was a $1.6 million gain from the sale of a vessel
which occurred in the first quarter.

     In  the  second  quarter  and  first  half  of  1997,  the
company's  earnings decreased as a result of reduced  container
transportation  revenues due to decreased average  revenue  per
forty-foot  equivalent unit ("FEU") in most  of  the  company's
markets, as compared with the second quarter and first half  of
1996.   The decrease in revenues in the second quarter of  1997
was  compounded  by  increased expenses as  compared  with  the
second  quarter of 1996.  In addition, the decrease in revenues
in  the  first  half  of 1997 was offset in part  by  decreased
expenses as compared with the first half of 1996.


CONTAINER VOLUMES          Second Quarter       Year to Date

  BY MAJOR MARKET (1)     1997  1996 Change   1997  1996 Change
_________________________________________________________________
Asia to North America     42.4  40.9   3%     86.9  80.7   8%
North America to Asia     28.8  29.9  (4%)    61.5  66.0  (7%)
Intra-Asia                47.5  36.7  30%     95.9  75.7  27%
Asia-Europe               10.6  10.0   6%     21.0  18.7  12%
Latin America              6.8   3.4 101%     12.9   6.6  96%
Refrigerated              11.1  11.3  (2%)    25.4  25.3   0%
Stacktrain               110.9  92.3  20%    230.1 193.5  19%
Automotive                15.2  22.0 (31%)    34.3  49.2 (30%)
_________________________________________________________________
_________________________________________________________________
(1)Volumes  are stated in thousands of FEUs, except  Stacktrain
   and  Automotive, which are stated in thousands of shipments.
   Volumes data are based upon shipments originating during the
   period,  which  differs  from  the  percentage-of-completion
   method used for financial reporting purposes.
<PAGE>

Asia to North America

     Volumes increased in the second quarter and first half  of
1997,  compared with the comparable 1996 periods, due primarily
to strong export activities in North and South China and India.
Lower  manufacturing  costs  in  China  have  shifted  customer
production   facilities  to  that  region,  thereby  increasing
volumes from that area.

North America to Asia

     Volumes  declined in this market in the second quarter  of
1997 compared with the second quarter of 1996 due primarily  to
decreased shipments to Korea, Hong Kong and Indonesia.  Volumes
also declined in this market in the first half of 1997 compared
with  the  first  half  of  1996  due  primarily  to  decreased
shipments  to  North  China,  Hong  Kong  and  Indonesia.   The
decreased  volumes  are the result of reduced  demand  in  this
market.   In  addition, the company sold five vessels  and  its
Guam business to Matson Navigation Company, Inc. ("Matson")  in
the  first  quarter  of  1996, which also  contributed  to  the
decline in volumes in the first half of 1997.  The decrease  in
volumes,  in the second quarter and first half of 1997 compared
with  last  year's second quarter and first half, was partially
offset  by increased military cargoes to Japan and Korea  as  a
result  of  the company's increased share of military  business
due  to  success  with  and changes to  the  U.S.  government's
contract award program.

Intra-Asia

     The  company's intra-Asia volumes increased in the  second
quarter  of  1997  compared  with last  year's  second  quarter
primarily  as  a  result  of increased shipments  to  and  from
Taiwan,  Japan  and  India.   In addition,  intra-Asia  volumes
increased  in  the first half of 1997 compared with  the  first
half  of  1996 primarily as a result of increased shipments  to
and  from  Japan, Taiwan, South China and India.  The increased
volumes  were the result of focused marketing efforts  in  this
market.

Asia-Europe

     Volumes increased eastbound and decreased westbound in the
second  quarter of 1997 as compared with the second quarter  of
1996.   Eastbound volumes increased due to shipments  from  the
Netherlands  and  the  United Kingdom as  the  company  pursued
additional  cargo  in  order to gain market  share.   Westbound
volumes  decreased  due  to reduced shipments  from  Hong  Kong
reflecting competitive market conditions.  Volumes increased in
both  directions in the first half of 1997 over the first  half
of  1996  as  a  result of the company's pursuit of  additional
cargo  in  order  to  gain  market  share.   Eastbound  volumes
increased  due  to  shipments from  the  Netherlands,  Germany,
Belgium and the United Kingdom, and westbound volumes increased
due to shipments from North and South China.

Latin America

     Volumes in this market increased in the second quarter  of
1997 compared with the second quarter of 1996 due primarily  to
increased  eastbound shipments from Indonesia,  Hong  Kong  and
South  China  to Mexico and Panama.  Volumes also increased  in
the first half of 1997 compared with the first half of 1996 due
primarily  to  increased eastbound shipments  from  Hong  Kong,
Indonesia  and  Taiwan.  The increase in volumes resulted  from
more  focused  marketing efforts.  In addition,  westbound  and
intra-Caribbean volumes also increased during the  periods  due
to the introduction of intra-Caribbean services in mid-1996 and
increased marketing efforts.

Refrigerated

     Refrigerated  volumes decreased in the second  quarter  of
1997  compared  with the second quarter of 1996,  as  decreased
volumes in the intra-Asia market were only partially offset  by
increased  westbound commercial shipments.  Compared  with  the
first     half     of    1996,    volumes    of    refrigerated
<PAGE>

cargo   increased   slightly   in   1997   due   primarily   to
increased  exports  to  Japan,  Taiwan  and  the  United   Arab
Emirates,  which  were  partially offset by  decreased  volumes
primarily  in  the intra-Asia market.  The changes  in  volumes
resulted from changes in demand in the related markets.

Stacktrain

     North  America  stacktrain volumes increased significantly
in the second quarter and first half of 1997 compared with last
year's  second quarter and first half due to growth  in  demand
and  the  company's  pricing strategies to remain  competitive.
Partially  offsetting these increases was the loss  of  volumes
related  to the sale of the company's rights to service certain
domestic intermodal customers in the second quarter of 1996.

Automotive

     Automotive  volumes  declined in the  second  quarter  and
first half of 1997 compared with the same periods in 1996,  due
to  reduced  stacktrain and non-stacktrain  shipments  by  U.S.
automobile manufacturers between the U.S. and Mexico and within
the U.S.
     

AVERAGE REVENUE PER UNIT (1)Second Quarter      Year to Date

                          1997   1996 Change    1997   1996 Change
__________________________________________________________________
Trans-Pacific           $3,170 $3,456  (8%)   $3,185 $3,517  (9%)
Other  Ocean
 Transportation         $1,779 $2,173 (18%)   $1,834 $2,183 (16%)
Stacktrain Average      $1,181 $1,290  (8%)   $1,177 $1,297  (9%)
__________________________________________________________________
__________________________________________________________________
(1)Average  revenue  per  unit is stated in  FEUs,  except  for
   Stacktrain, which is in shipments.  Average revenue per unit
   data are based upon shipments originating during the period,
   which differs from the percentage-of-completion method  used
   for  financial reporting purposes.  Stacktrain  revenue  per
   unit includes Automotive.

Trans-Pacific

     In  the  second  quarter  and  first  half  of  1997,  the
company's  trans-Pacific average revenue per FEU declined  from
the  same  periods  in 1996 due primarily to  significant  rate
pressures  in  the Asia to North America market resulting  from
capacity   outpacing  growth  in  trade,  and  continued   rate
reductions  by  the company and its competitors.   Considerable
rate  instability  persists in this  market,  and  the  company
cannot  predict  whether rate reductions will  continue  to  be
taken  by the company or its competitors in 1997, or the extent
of  such  reductions,  if  any.  Continued  destabilization  of
rates,  if  extensive, could have a material adverse impact  on
the  results of operations of carriers, including the  company.
Also  contributing to lower trans-Pacific average  revenue  per
FEU  are lower rates and a lower percentage of high value cargo
in the North America to Asia market.

Other Ocean Transportation

     Average  revenue  per  FEU in the  company's  other  ocean
transportation  markets  decreased in the  second  quarter  and
first  half of 1997 compared with the second quarter and  first
half  of  1996,  due primarily to an increase  in  lower-rated,
short-leg  cargo  in the intra-Asia market.   The  decrease  in
average  revenue  per  FEU  was compounded  by  continued  rate
deterioration in the Asia-Europe market throughout 1996 and the
first   half  of  1997  due  to  excess  vessel  capacity   and
significant rate pressure as carriers compete for market share.

Stacktrain

     Stacktrain  average revenue per shipment declined  in  the
second  quarter and first half of 1997 compared with  the  same
periods  in  1996 primarily due to lower rates  resulting  from
increased  competition and excess equipment  capacity  in  this
market.
<PAGE>
     
Proposed Merger with Neptune Orient Lines Ltd

     On  April  13,  1997, the company entered  into  a  merger
agreement with NOL, and Neptune U.S.A., Inc. ("Sub"),  pursuant
to  which  Sub  will  merge  with and  into  the  company  (the
"Proposed  Merger").  As a result of the Proposed  Merger,  the
outstanding  shares of the company's stock  will  be  converted
into  the  right to receive $33.50 per share in  cash  and  the
company  will  become a wholly-owned subsidiary  of  NOL.   The
Proposed  Merger,  which has been approved  by  each  company's
Board of Directors, is conditioned upon approval by holders  of
a  majority  of the outstanding shares of the company's  Common
Stock  and  is  subject to certain other conditions,  including
review  under  the Exon-Florio Amendment and  the  approval  of
MarAd.  The parties expect to consummate the transaction in the
fall of 1997, following the receipt of regulatory approvals.
     
Outlook

     The company currently expects to operate profitably in the
second  half of the year due to volume increases from  seasonal
and  other  factors  and  continued focus  on  cost  reduction,
partially  offset by continued rate pressures in  most  of  its
major  markets as increased capacity continues to exceed market
growth.

Logistics Services and Other Revenues

     Logistics Services and Other Revenues, which include cargo
handling, freight consolidation, logistics services and charter
hire revenues, totaled $84.2 million and $176.3 million in  the
second quarter and first half of 1997, respectively, and  $80.6
million  and  $173.5 during comparable periods  of  1996.   The
increase reflects increased cargo handling revenues in Asia and
North  America  associated with greater use  of  the  company's
terminals by third parties.

Alliances

     The  alliance agreements between the company,  OOCL,  MOL,
NLL  and MISC, collectively referred to as the Global Alliance,
were fully implemented in the first quarter of 1996.

     NLL  merged with the container line operations of  P&O  on
December  31,  1996  to form P&O-NL.  P&O-NL  has  advised  the
Global  Alliance that NLL will be withdrawing from  the  Global
Alliance.  The future alliance participation of the company and
NOL  following  consummation  of the  proposed  merger  of  the
company  and  NOL  discussed  in  Note  8,  has  not  yet  been
determined.  The company cannot predict, if the proposed merger
is  consummated, when the alliance participation of the company
and  NOL  will  be determined or the resulting  impact  on  the
operations of the company.  However, while no assurances can be
given,  the  company believes that it will  be  able  to  reach
acceptable agreements for future alliance participation.
     
     On July 16, 1997, the company and the remaining members of
the  Global  Alliance  entered into a  letter  of  intent  with
Hyundai  to  enter into a multi-year agreement to share  vessel
space  and coordinate vessel sailings in the trans-Pacific  and
Asia-Europe  trades.  The parties expect to  complete  detailed
agreements   and   vessel  deployments  and  obtain   necessary
government  approvals by the end of 1997, and to  initiate  new
services  during the first quarter of 1998.  The five  carriers
expect  to  begin exchanging vessel space in the  trans-Pacific
and  Asia-Europe  trades on a limited basis  during  the  third
quarter  of 1997.  There can be no assurances whether  or  when
the   detailed  agreements  will  be  completed  or  government
approvals will be obtained.
<PAGE>
     
     On  June 5, 1997, the company and TMM entered into a joint
operating  company  agreement pursuant to which  the  companies
will offer trans-Pacific services in the Asia-Mexico trade.  As
part  of the agreements, the company is managing the operations
of  six  time chartered vessels and will guarantee the  charter
hire  of  five  vessels, two of which it currently  guarantees.
The amount of the additional three vessel charter hire payments
which are guaranteed through the expiration of the charters  in
1999  are  estimated  to be $48.6 million.  Initial  operations
under  the  agreement began in July 1997.  Agreements necessary
to implement the transaction are being finalized.

Maritime Regulation and Subsidy

     Under  the  company's  ODS  agreement  with  MarAd,  which
expires  December  31,  1997,  payments  to  the  company  were
approximately  $6.9  million and $14.7 million  in  the  second
quarter and first half of 1997, respectively, and $11.8 million
and  $25.4  million  during comparable periods  of  1996.   The
company expects ODS payments in 1997 to be substantially  lower
than  in 1996 as a result of a reduction in the number of  U.S.
flag vessels operated by the company.  During 1996, the company
sold  five  U.S.  flag  vessels to  Matson  and  returned  five
chartered  U.S. flag vessels, four of which had been  chartered
from Lykes.

     In  October  1996, the Maritime Security Act of  1996  was
signed  into  law.  This legislation provides  for  a  Maritime
Security Program ("MSP") administered by MarAd with up to  $100
million in payments per annum to be appropriated by Congress on
an  annual  basis.  MSP provides $2.1 million  per  vessel  per
year,  compared  with up to $3.6 million per  vessel  per  year
under ODS, and will expire on October 1, 2005.

     In  January  1997, the company signed operating agreements
under MSP for nine ships, including five C10-class vessels  and
four  C11-class vessels.  The company has a one-year period  in
which  to  begin  the  participation of those  vessels  in  the
program.  Vessels participating in MSP must be registered under
U.S. flag and manned by U.S. crews and must participate in  the
Emergency  Preparedness  Program established  by  the  Maritime
Security  Act.   Certain  U.S.  citizenship  requirements   are
applicable   to  the  participating  carrier.    Transfers   of
operating  agreements and substitution of vessels are permitted
under specified circumstances, subject to the prior approval of
MarAd.  The operating agreements are one-year contracts,  which
will  be automatically renewed each year through September  30,
2005  subject to available funding.  No assurances can be given
that  the  funds will continue to be appropriated.   If  annual
funding is not appropriated by the U.S. Congress, the operating
agreements may be terminated on 60 days' notice by MarAd.   The
agreements may also be terminated by the participating  carrier
on  60  days'  notice at any time, provided  that  the  carrier
continues to participate in the Emergency Preparedness  Program
and  the vessels continue under U.S. flag registry through  the
end of the then-current fiscal year.
     
     On  June 25, 1997, the company submitted a notice to MarAd
detailing plans to transfer its ODS agreement and its nine  MSP
Operating Agreements to American Ship Management, LLC, a  newly
formed,   U.S.-owned  and  operated  company   that   will   be
independent  of the company and NOL.  The filing requests  that
MarAd  allow the transfer to become effective immediately prior
to  consummation of the planned merger between the company  and
NOL.  MarAd has advised the company that it considers that  the
90-day  period  for  its  review of the  transfer  of  the  MSP
agreements   will  expire  October  16,  1997.   No  equivalent
statutory time period for approval of a request to transfer  an
ODS agreement is specified, but such MarAd action is subject to
review  by  the U.S. Secretary of Transportation and  does  not
become  final until the expiration of 20 days (25  days  if  an
appeal is filed), and the U.S. Secretary of Transportation  can
further postpone the effective date of the action.  There is no
defined statutory period within which MarAd is required to  act
with  respect to the other maritime approvals which are  to  be
sought in connection with the Proposed Merger.  The company  is
unable  to  predict  when  or  whether  MarAd  will  grant  its
approval.   The company and NOL intend to resubmit a  voluntary
notice   to   the   Staff   Chairman  of   the   Committee   on
<PAGE>

Foreign  Investment  in  the United States  ("CFIUS")  pursuant
to  the  Exon-Florio laws.  There is a 30-day period  for  such
review,  which can be extended by CFIUS.  The company  is  also
unable  to give any assurances as to whether clearance will  be
granted by CFIUS.
     
     Due  to  the  enactment  of MSP, the company's  collective
bargaining agreement covering its unlicensed personnel  expired
and  was  renegotiated,  and a new  agreement  was  reached  in
December  1996.   The new contract expires in June  1999.   The
company  has also been engaged in negotiations with  the  three
unions    representing   its   licensed   personnel   regarding
continuation  of their agreements and, during  July  1997,  the
company  reached agreements with these unions, extending  their
contracts   to  June  2005.   The  contracts  are  subject   to
ratification by votes of the unions' members.  The  company  is
unable to give assurances as to whether such contracts will  be
ratified,  and  if  they are not ratified,  labor  disturbances
could result which could have a material adverse impact on  the
company.
     
     In 1997, legislation was introduced in the U.S Senate that
would  substantially  modify the  Shipping  Act  of  1984  (the
"Shipping  Act").   The  Shipping  Act,  among  other   things,
provides the company with certain immunity from antitrust  laws
and  requires  the company and other carriers in  U.S.  foreign
commerce to file tariffs publicly.  The legislation would amend
the  Shipping Act to mandate the right of independent contracts
between shippers and ocean carriers, allow contract terms to be
treated   confidentially  except  for   specific   terms,   and
strengthen  remedies to combat predatory activities by  foreign
carriers.   Limited continuing oversight by a successor  agency
to  the  Federal Maritime Commission would continue under  this
legislation, with no change to the companyOs existing antitrust
immunity.   The  company is unable to predict whether  this  or
other  proposed  legislation will  be  introduced  or  enacted.
Enactment  of legislation modifying the Shipping Act, depending
upon its terms, could have a material impact on the competitive
environment in which the company operates and on the  company's
results  of  operations.  The company is unable to predict  the
nature or extent of the impact of this legislation, if enacted.


EXPENSES                  Second Quarter        Year to Date

(In millions)             1997   1996 Change     1997     1996 Change
_____________________________________________________________________
 Transportation
  Land                  $204.6 $211.2  (3%)  $  428.5 $  463.3   (8%)
  Ocean                   96.9   91.5   6%      216.2    212.9    2%
  Equipment               60.7   57.5   6%      130.7    125.8    4%
 Cargo Handling          159.9  151.9   5%      339.6    313.9    8%
 Sales, General &
  Administrative          90.0   93.4  (4%)     187.8    199.9   (6%)
 Other (Income) Expense   (4.1)  (6.9) (41%)     (7.1)    (8.5) (17%)
_____________________________________________________________________
 Total                  $608.0 $598.6    2%  $1,295.7 $1,307.3   (1%)
_____________________________________________________________________
 Operating Ratio (1)      98%    94%            100%      96%
_____________________________________________________________________
_____________________________________________________________________
(1)Other (Income)/Expense is excluded from this calculation.

Land Transportation

     Land  transportation  expenses  decreased  in  the  second
quarter  and  first  half of 1997 from the second  quarter  and
first  half  of  1996, primarily due to decreases  in  domestic
automotive  and freight brokerage volumes as a  result  of  the
sale  of  the  company's  rights to  service  certain  domestic
intermodal customers in the second quarter of 1996.
<PAGE>

Ocean Transportation

     Ocean  transportation  expenses increased  in  the  second
quarter and first half of 1997 compared with the second quarter
and  first  half of 1996 as a result of increased purchases  of
vessel  space from alliance partners in the Asia-Latin  America
service,  additional feeder costs in Asia due to slot  purchase
arrangements and additional vessel charters, and lower  subsidy
payments  resulting  from  operating  fewer  vessels  in  1997.
Partially offsetting these increases were reductions  in  costs
resulting from fewer vessels operating in the 1997 periods  due
to the sale of five U.S. flag vessels to Matson in 1996 and the
return  of five chartered U.S. flag vessels, four of which  had
been chartered from and returned to Lykes, during 1996.

Transportation Equipment

     Transportation  equipment costs increased  in  the  second
quarter and first half of 1997 compared with the second quarter
and  first  half of 1996 due to increased container  lease  and
maintenance costs.

Cargo Handling

     Cargo  handling  expenses increased in the second  quarter
and  first half of 1997 compared with the same periods in 1996,
as result of higher cargo volumes from both the company and its
alliances,  primarily in intra-Asia and Latin America  markets,
and  from  higher labor rates.  These increases were  partially
offset  by  the strengthening value of the U.S. dollar  against
the  Japanese yen in the second quarter and first half of  1997
compared with the same periods in 1996.

Sales, General and Administrative

     Sales,  general and administrative expenses  decreased  in
the  second  quarter and first half of 1997 compared  with  the
second  quarter and first half of 1996, as the company realized
salary  and  benefit savings from its 1995 restructuring  which
resulted  in the elimination of certain positions in  the  U.S.
and  Asia  during 1996.  Other factors were lower accruals  for
certain employee benefit costs due to workforce reductions, and
favorable insurance claims experience.

Other Income and Expense

     In  the  second quarter of 1997, the company recognized  a
gain  of $5.3 million from the sale of chassis, recorded a gain
of $1.5 million from the favorable settlement of claims related
to  the 1995 Kobe earthquake and incurred $2.7 million in costs
related to the proposed merger with NOL.  In addition,  in  the
first  quarter of 1997, the company recorded $3.0 million  from
the   favorable  settlement  of  claims  related  to  the  1994
collision of a vessel.  In the second quarter and first quarter
of  1996, the company recognized gains of $6.9 million from the
sale  of  the  companyOs  rights to  service  certain  domestic
intermodal customers and $1.6 million from the sale of a vessel
to Matson, respectively.

Net Interest Expense

     Net interest expense decreased from $8.6 million and $19.6
million  in  the  second  quarter  and  first  half  of   1996,
respectively, to $7.6 million and $16.5 million in  the  second
quarter and first half of 1997, respectively.  The decrease was
primarily due to the repayment of the remaining balance of  the
C10-class  Series I Vessel Mortgage Bonds in the first  quarter
of  1997,  reductions  in the balance of the  C11-class  Vessel
Mortgage  Notes and higher interest capitalized under  terminal
construction contracts compared with the same periods in 1996.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Summary of Financial Resources
(In millions)                        June 27      December 27
As of:                                  1997             1996
_________________________________________________________________
 Cash, Cash Equivalents and
  Short-term Investments             $ 254.4          $  283.0
 Working Capital                       221.4             225.9
 Total Assets                        1,832.9           1,880.2
 Long-Term Debt and Capital
  Lease Obligations (1)                685.4             706.2
_________________________________________________________________

                                     June 27          June 28
For the 26 weeks ending:                1997             1996
_________________________________________________________________
 Cash Provided by Operations         $  22.2          $   62.0
_________________________________________________________________
Investing Activities
 Proceeds from Sales of
 Property and Equipment              $  35.7          $  160.5
 Proceeds from Sale of
 Distribution Services                                     2.0
 Capital Expenditures
 Ships                               $   1.2          $   67.6
 Containers, Chassis and Rail Cars      11.1               7.3
 Leasehold Improvements and Other       53.6              14.7
_________________________________________________________________
  Total Net Capital Expenditures     $  65.9          $   89.6
_________________________________________________________________
Financing Activities
  Borrowings                                          $   62.2
  Repayment of Debt and
   Capital Leases                    $ (20.9)            (31.5)
  Dividend Payments                     (4.9)             (5.1)
_________________________________________________________________
_________________________________________________________________
(1)Includes current and long-term portions.

Cash Flows

     In  connection  with the new terminal in Los  Angeles  and
terminal improvements in Kaohsiung, Taiwan, the company entered
into  agreements  to purchase new cranes and,  in  April  1997,
reached  an agreement with a group of banks pursuant  to  which
the company assigned its rights to the cranes to the banks, and
the  banks leased the cranes to the company, subject to certain
terms  and  conditions  on  a year-to-year  basis.   Under  the
agreement,  the  company  makes  all  payments  to  the   crane
manufacturer and is subsequently reimbursed by the banks.   The
payments  and  receipts have been included in the  Consolidated
Statement  of  Cash Flows as Capital Expenditures and  Proceeds
from  the  Sales  of Property and Equipment, respectively.   In
addition,  the  banks  intend to acquire ownership  of  certain
cranes  at  the company's Oakland terminal and will  lease  the
cranes  to  the  company.  The aggregate  cost  of  all  cranes
involved  in  the transaction is approximately $102.9  million.
Under  the  terms  of  its agreement, the  company  has  annual
options  to  either  renew the lease, purchase  the  cranes  or
arrange  for the sale of the cranes to a third party.  As  part
of  the  sale option, the company has guaranteed the lessors  a
minimum  estimated  value of $74.3 million which  will  decline
over time.
     
     In the first quarter of 1996, the company sold Matson five
U.S.  flag  ships  (three  C9-class vessels  and  two  C8-class
vessels)  and  certain of its assets in Guam for  approximately
$158 million in cash.

Capital Spending

     Capital expenditures of $65.9 million in the first half of
1997  were primarily for purchases of chassis, containers,  and
terminal  and leasehold improvements.  Capital expenditures  in
1997,  including expenditures for the Los Angeles and Kaohsiung
cranes,  are  expected to be approximately $144  million;  non-
crane expenditures will be primarily for terminal and leasehold
<PAGE>
improvements,  transportation  equipment  and   systems.    The
company   has  outstanding  purchase  commitments  to   acquire
facilities, equipment and services totaling $15.1 million.   In
addition  to vessel expenditures of $67.6 million, the  company
made  capital expenditures in the first half of 1996  of  $22.0
million  primarily  for purchases of chassis,  containers,  and
terminal and leasehold improvements.
     
     In  January 1996, the company took delivery of  the  sixth
and final C11-class vessel, five of which were delivered during
1995.   The  total cost of the six C11-class vessels  was  $529
million,  including  total payments to the  shipyards  of  $503
million,  of  which $62 million was paid in January  1996.   To
finance  a  portion  of  these vessel  purchases,  the  company
borrowed  $402  million.   Of this amount,  $62.2  million  was
borrowed  in  January  1996 and the  remainder  in  1995.   The
company has entered into four interest rate swap agreements  to
exchange the variable interest rates on certain vessel mortgage
notes  for fixed rates over periods ranging between  7  and  12
years.  This debt is more fully described in Note 4 of Notes to
Consolidated Financial Statements.

Share Repurchases

     In  April 1996, the Board of Directors approved a  program
to  repurchase  up  to  an aggregate  of  $50  million  of  the
company's common stock from time to time through open-market or
privately  negotiated transactions.  In the  third  and  fourth
quarters  of  1996, the company paid $29 million to  repurchase
approximately 1.3 million shares of its common stock under this
program.  No shares were repurchased during the first  half  of
1997.

Capital Resources

     The  company has a credit agreement with a group of  banks
which  provides  for an aggregate commitment  of  $200  million
through March 1999.  Under that agreement, the company also has
an option to sell up to $150 million of certain of its accounts
receivable to the banks as an alternative to borrowing.   There
have been no borrowings under this agreement.

     The  company believes its existing resources,  cash  flows
from  operations  and  borrowing capacity  under  its  existing
credit facilities will be adequate to meet its liquidity  needs
for the foreseeable future.

CERTAIN FACTORS THAT MAY AFFECT OPERATING RESULTS

     Statements   prefaced   with   "expects",   "anticipates",
"estimates", "believes" and similar words, including statements
concerning   anticipated  rate  and  volume  trends,   alliance
participation, regulatory approvals and capital  spending,  are
forward-looking  statements  based  on  the  company's  current
expectations  as  to  prospective  events,  circumstances   and
conditions over which it may have little or no control  and  as
to  which  it  can  give  no assurances.   All  forward-looking
statements,  by  their nature, involve risks and uncertainties,
including  those  discussed above and below, that  could  cause
actual results to differ materially from those projected.

     The  company  expects  that it and the  shipping  industry
generally  will  face challenging conditions in  coming  years.
The  adversity of the operating environment and its  impact  on
the  company's operating results will depend on  a  variety  of
factors,  including:  the timing and extent of  an  anticipated
slowing  of  market  growth in certain markets  served  by  the
company;  the  amount and timing of an anticipated  significant
increase  in industry capacity due to new vessel deliveries  to
competing carriers; rate reductions in some market segments due
to  this  additional  capacity and  other  factors;  successful
implementation  and  continuation of the  company's  alliances,
which  comprise a significant factor in the company's long-term
strategy  to  remain competitive; and the pace  and  degree  of
industry deregulation.

     As  a result of capacity increases exceeding market growth
and increased competition, considerable rate instability exists
in  most  of  the company's major markets.  Destabilization  of
rates  has  in  the past had and, if extensive,  could  in  the
future  have  a  material  adverse impact  on  the  results  of
operations of carriers in these trades, including the company.
<PAGE>

     Demand in the trans-Pacific market is dependent on factors
such  as the quantity of available import and export cargo  and
economic  conditions  in  the  U.S.  and  other  Pacific  Basin
countries.   The  degree to which any growth or contraction  in
the  trans-Pacific market impacts the company  will  depend  in
large  part on the introduction of additional vessels into  the
market  by  the  company's competitors.  Because  a  number  of
competing   ocean   carriers  have  placed   orders   for   the
construction  of a significant number of new vessels,  capacity
in  the  trans-Pacific market is expected to grow significantly
more   than   demand,  which  could  result  in  further   rate
reductions.

     Other  risks and uncertainties include: growth  trends  in
other  markets served by the company, the company's ability  to
respond  to  those  trends, changes in the cost  of  fuel,  the
status  of labor relations, the amplitude of recurring seasonal
business  fluctuations, and the continuation and  effectiveness
of  the  Trans-Pacific Stabilization Agreement and the  various
shipping  conferences  to which the company  belongs.   If  the
recently  reached  labor  agreements are  not  ratified,  labor
difficulties which could have a material adverse affect on  the
company's  operating  results could  occur.   The  company  has
experienced  such  difficulties at times in the  past  and  can
provide no assurance that they will not occur in the future.

     Also,  the  company  is  subject  to  inherent  risks   of
conducting  business  internationally,  including  changes  in:
legislative or regulatory requirements, the relative values  of
the  U.S. dollar and the various foreign currencies with  which
the company is paid and funds its local operations, tariffs and
other  trade barriers and restrictions affecting its customers,
payment   cycles,   the   difficulty  of  collecting   accounts
receivable, taxes, and the burdens of complying with a  variety
of   foreign   laws.   In  connection  with  its  international
operations, the company is also subject to general geopolitical
risks,  such as political and economic instability and  changes
in  diplomatic and trade relationships affecting the company or
its customers.

     The   company's  Proposed  Merger  with   NOL   may   have
significant   effects  on  the  company's  future   operations,
although the nature and extent of such effects cannot currently
be  determined.   The Proposed Merger is also  subject  to  the
approval  of the stockholders of the company and to  regulatory
approvals,  including the approval of MarAd, and no  assurances
can be given as to whether such approvals will be obtained.  If
the  Proposed Merger is not consummated the company would again
consider  alternatives  to  increase shareholder  value,  which
alternatives may include continued operations as an independent
company  with  increased focus on its terminal, intermodal  and
logistics  operations and possible corporate restructurings  to
take advantage of more competitive tax structures, the sale  of
certain  lines of business or assets of the company, a spin-off
of  one or more of the business divisions of the company and  a
leveraged recapitalization of the capital stock of the  company
(or  a  combination of the foregoing), as well  as  a  sale  or
merger of the company.

     The   company   expressly  disclaims  any  obligation   or
undertaking to update any forward-looking statements  contained
herein in the event of any change in the company's expectations
with  regard  thereto or with regard to current or  prospective
conditions  or  circumstances on which any  such  statement  is
based.

<PAGE>

PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The   company   is  a  party  to  various  pending   legal
proceedings,  claims and assessments arising in the  course  of
its  business activities, including actions relating  to  trade
practices, personal injury or property damage, alleged breaches
of  contracts, torts, labor matters, employment practices,  tax
matters  and  miscellaneous  other  matters.   Some  of   these
proceedings involve claims for punitive damages, in addition to
other specific relief.

     Among  these actions are approximately 3,670 cases pending
against  the company, together with numerous other ship  owners
and  equipment manufacturers, involving injuries  or  illnesses
allegedly  caused  by  exposure  to  asbestos  or  other  toxic
substances on ships.  In May 1996, an order was entered in  the
United  States  District  Court for  the  Eastern  District  of
Pennsylvania,  which administratively dismissed  most  of  such
cases  without  prejudice and with all statutes  of  limitation
tolled,  and  with reinstatement permitted upon fulfillment  by
plaintiffs of certain specified conditions.  In July 1996,  the
Court  issued  an  order to reinstate 29 cases  against  vessel
owners and to dismiss the vessel owners' third party claims and
cross-claims  against manufacturers of asbestos  products.   On
June  25,  1997, the Court issued a clarifying order permitting
vessel  owners  to  add  third party  claims  against  specific
manufacturers.   In  discussion with shipowners'  counsel,  the
Court  expanded  its  intention to allow the  reinstatement  of
cross-claims and third party claims already asserted.   Written
confirmation is expected.  The company is presently  unable  to
ascertain or predict the potential impact of this order on  the
disposition or eventual outcome of such cases.

     The  company  insures its potential liability  for  bodily
injury   to   seamen  through  mutual  insurance  associations.
Industry-wide   resolution  of  asbestos-related   claims   and
resolutions  of claims against bankrupt shipping  companies  at
higher   than  expected  amounts  could  result  in  additional
contributions  to those associations by the company  and  other
association members.

     In December 1989, the government of Guam filed a complaint
with  the  Federal  Maritime Commission ("FMC")  alleging  that
American President Lines, Ltd. and an unrelated company charged
excessive  rates for carrying cargo between the U.S. and  Guam,
in  violation of the Shipping Act and the Intercoastal Shipping
Act of 1933, and seeking an undetermined amount of reparations.
Three   private   shippers  are  also  complainants   in   this
proceeding.  On June 3, 1996, the FMC administrative law  judge
ordered  that  the complaint be dismissed on the  merits.   The
complainants  filed its appeal with the FMC on July  25,  1996,
and American President Lines, Ltd. filed its reply on September
16, 1996.  A decision by the FMC is expected in 1997.

     The   company  and  its  directors  have  been  named   as
defendants in a purported class action on behalf of all  public
stockholders  of the company pending in the Superior  Court  of
the  State  of California for the County of Alameda,  captioned
Soshtain  et.  al. v. Arledge et. al., Case No. 781838-3.   The
complaint  was  filed on April 18, 1997 and  alleges  that  the
company's   directors  breached  their  fiduciary   duties   in
connection with the Proposed Merger with NOL by failing to take
all  necessary steps to ensure that the company's  stockholders
would  receive  the maximum value realizable for their  shares,
and  seeks  damages  in  an unspecified  amount  and  equitable
relief,  including  an injunction against consummation  of  the
Proposed Merger.  The time for the defendants to move or answer
with respect to the complaint has not yet elapsed.

     Based  upon information presently available, and in  light
of  legal  and other defenses and insurance coverage and  other
potential   sources  of  payment  available  to  the   company,
management  does  not  expect the legal proceedings  described,
individually  or  in the aggregate, to have a material  adverse
impact  on  the  company's consolidated financial  position  or
operations.
<PAGE>

Item 6.EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits required by Item 601 of Regulation S-K

     The following documents are exhibits to this Form 10-Q:

Exhibit
 No.               Description of Document
_______            _______________________

27   Financial  Data  Schedules  filed  under  Article   5   of
     Regulation S-X for the second quarter ended June 27, 1997.

(b)  Reports on Form 8-K

     On  April  14,  1997, the company filed a Form  8-K  dated
     April  13,  1997, relating to the Agreement  and  Plan  of
     Merger   with  Neptune  Orient  Lines  Ltd,  a   Singapore
     corporation ("NOL"), and Neptune U.S.A., Inc., a  Delaware
     corporation  and an indirect, wholly-owned  subsidiary  of
     NOL  ("Sub"),  pursuant to which Sub will merge  with  and
     into  the  company and the company will become  a  wholly-
     owned subsidiary of NOL.

     On June 25, 1997, The company filed a Form 8-K relating to
     the  company's  Press Release dated June 25,  1997,  which
     announced  that American President Lines, Ltd. ("APL"),  a
     wholly  owned subsidiary of the company, has  submitted  a
     notice  to MarAd detailing plans to transfer its nine  MSP
     Operating  Agreements  and its ODS Agreement  to  American
     Ship  Management,  LLC,  a newly  formed,  U.S.-owned  and
     operated company that will be independent of APL and  NOL.
     The  filing  requests  that MarAd allow  the  transfer  to
     become effective immediately prior to the consummation  of
     the planned merger between the company and NOL.
<PAGE>

                  APL Limited and Subsidiaries





                           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,  thereunto  duly
authorized.

                                                    APL LIMITED




Dated:  August  1,  1997            By  /s/  William J. Stuebgen
________________________                ________________________
                                             William J. Stuebgen
                                               Vice President,
                                               Controller and
                                         Chief Accounting Officer