--
                              
                              
                           BY-LAWS
                              
                             of
                              
                         APL LIMITED
                              
                              
                          ARTICLE I
                           Offices
   
   Section  1. Registered Office. The registered  office  of
the  Company  in the State of Delaware and the name  of  the
resident  agent  in  charge  thereof  is  The  Prentice-Hall
Corporation System, Inc., 32 Loockerman Square, Suite L-100,
Dover, Delaware 19901.
   
      Section 2.  Other Offices.  The Company shall have its
principal office at 1111 Broadway, Oakland, California 94607
and  shall  also have offices at such other  places  as  the
President and the Board of Directors may from time  to  time
designate or appoint, or as the business of the Company  may
require.
   
   
                         ARTICLE II
                              
                          Directors
                              
   Section  1.  Powers. The corporate powers,  business  and
property  of  the Company shall be vested in and  exercised,
conducted and controlled by the Board of Directors which may
exercise  all  said powers of the Company and  do  all  such
lawful  acts  and  things as are not by statute  or  by  the
Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.
   
   Section  2. Determination of Number. The exact number  of
Directors who
   shall   constitute  the  Board  of  Directors  shall   be
determined by resolution adopted by the affirmative vote  of
a  majority of the entire Board of Directors at any  regular
or  special meeting of said Board; provided, that notice  of
such proposed action shall have been given in the notice for
such  regular  or  special meeting; and  provided,  further,
however,  that in no event shall the number of directors  be
less  than  five.   No decrease in the number  of  Directors
shall  have  the  effect  of  shortening  the  term  of  any
incumbent Director.
   
   Section 3. Nominations. Nominations for election  to  the
Board   of  Directors  of  the  Company  at  a  meeting   of
stockholders  may be made by the Board or on behalf  of  the
Board by the Nominating Committee appointed by the Board, or
by  any stockholder of the Company entitled to vote for  the
election  of  Directors at such meeting.  Such  nominations,
other than those made by or on behalf of the Board, shall be
made by notice in writing delivered or mailed by first class
United States mail, postage prepaid, to the Secretary of the
Company, and received by him not less than thirty (30)  days
nor  more  than  sixty (60) days prior  to  any  meeting  of
stockholders called for the election of Directors; provided,
however, that if less than thirty-five (35) days' notice  of
the  meeting is given to stockholders, such nomination shall
have  been  mailed  or  delivered to the  Secretary  of  the
Company  not later than the close of business on the seventh
(7th)  day following the day on which the notice of  meeting
was  mailed. Such notice shall set forth as to each proposed
nominee who is not an incumbent Director (i) the name,  age,
business  address and, if known, residence address  of  each
nominee      proposed     in     such      notice,      (ii)
the   principal  occupation  or  employment  of  each   such
nominee, (iii) the number of shares of stock of the  Company
which are beneficially owned by each such nominee and by the
nominating  stockholder,  and  (iv)  any  other  information
concerning the nominee that must be disclosed of nominees in
proxy   solicitations  Regulation  14A  of  the   Securities
Exchange Act of 1934.
   
   The  Chairman  of the meeting may, if the facts  warrant,
determine  and declare to the meeting that a nomination  was
not made in accordance with the foregoing procedure, and  if
he  should so determine, he shall so declare to the  meeting
and the defective nomination shall be disregarded.
   
   
                         ARTICLE III
                              
                    Meetings of Directors
                              
   Section  1. Place of Meetings. Meetings of the  Board  of
Directors  of  the  Company  whether  regular,  special   or
adjourned  shall  be  held at the principal  office  of  the
Company,  as specified in Section 2 of Article I hereof,  or
at  any  other place within or without the State of Delaware
which has been designated from time to time by resolution of
the Board or by written consent of all members of the Board.
Any  meeting shall be valid wherever held, if held upon  the
written  consent  of all members of the Board  of  Directors
given either before or after the meeting and filed with  the
Secretary of the Company.
   
   Section  2.  Regular Meetings. Regular  meetings  of  the
Board  of Directors shall be held immediately following  the
adjournment  of  each  annual meeting of  the  stockholders,
every second month thereafter and at such other times as may
be  designated from time to time by resolution of the  Board
of Directors.
   
      Section 3.  Special Meetings.  Special meetings of the
Board of Directors may be called at any time by the Chairman
or the President of the Company or by any four Directors.

      Section 4.  Notice of Meetings.  Written notice of the
time and place of special meetings of the Board of Directors
shall  be delivered at least two (2) days before the meeting
personally  to  each Director, or sent in writing,  by  mail
addressed to such Director, at his address as it appears  on
the  records  of the Company, with postage thereon  prepaid;
such notice shall be deemed to be given at the time when the
same shall be deposited in the United States mail; provided,
however, that if a special meeting is called by the Chairman
or  the President or by any four Directors because the  need
for  urgent action exists, then each Director shall be given
not less than three (3) hours' notice, and such notice shall
be  deemed given once it has been conveyed to a Director  in
person  or by telephone or an attempt has been made to  give
such  notice by telephoning a Director at his home telephone
number  and  his  business office telephone number  as  such
numbers  are  shown in the Secretary's records.   Notice  to
Directors may also be given by telex or telegram.
   
   Whenever  any  such notice is required  to  be  given,  a
waiver  thereof in writing, signed by the person or  persons
entitled  to said notice, whether before or after  the  time
stated  therein, shall be deemed equivalent thereto. If  the
address of a Director is not shown on the records and is not
readily ascertainable, notice shall be addressed to  him  at
the city or place in which the meetings of the Directors are
regularly  held. Notice of the time and place of holding  an
adjourned  meeting need not be given to absent Directors  if
the time and place be fixed at the meeting adjourned.
   
   Section  5.  Quorum. A majority of the authorized  number
of  Directors  shall constitute a quorum  of  the  Board  of
Directors  for  the transaction of business.  Every  act  or
decision done or made by a majority of the Directors present
at a meeting duly held at which a quorum is present shall be
regarded  as  the  act  of the Board of  Directors.  In  the
absence of a quorum, a majority of the Directors present may
adjourn  from  time to time, without notice  other  than  an
announcement  at  the  meeting,  until  a  quorum  shall  be
present.
   
   Section  6. Action Without a Meeting. Any action required
or  permitted  to be taken at any meeting of  the  Board  of
Directors or of any committee thereof may be taken without a
meeting  if  all members of the Board or committee,  as  the
case  may be, consent thereto in writing and the writing  or
writings  are filed with the minutes of proceedings  of  the
Board or committee.
   
   Section  7. Telephone Meetings. Members of the  Board  of
Directors,  or  any committee designated  by  the  Board  of
Directors,  may participate in a meeting of  such  Board  or
committee  by  means  of  conference  telephone  or  similar
communications  equipment  by means  of  which  all  persons
participating in the meeting can hear each other,  and  such
participation  in  a  meeting shall constitute  presence  in
person at the meeting.
   
                         ARTICLE IV
                              
                          Officers
                              
     Section 1. Officers.  The officers of the Company shall
consist of a Chairman of the Board, a President, one or more
Vice   Presidents,  a  Secretary,  one  or  more   Assistant
Secretaries,  a Treasurer, one or more Assistant  Treasurers
and  a Controller.  The salary which each said officer shall
receive,  and the manner and times of its payment, shall  be
fixed  and  determined by the Board of  Directors  upon  the
advice  of the Compensation Committee and may be altered  by
said Board from time to time at its discretion.
   
   The  Board  of Directors may appoint such other  officers
and  agents as it shall deem necessary who shall hold  their
offices  for such terms and shall exercise such  powers  and
perform such duties as shall be determined from time to time
by the Board.
   
   The  officers  of  the Company shall  hold  office  until
their successors are chosen and qualify. Any officer elected
or appointed by the Board of Directors may be removed at any
time  by the affirmative vote of a majority of the Board  of
Directors.  Any  vacancy occurring  in  any  office  of  the
Company shall be filled by the Board of Directors.
   
      Section  2.   Chairman of the Board.  The Chairman  of
the  Board  shall, when present, preside at all meetings  of
the Board of Directors and the stockholders and shall do and
perform such other duties and have such other powers as  the
Board of Directors may from time to time prescribe.
   
      Section  3.   President.  The President shall  be  the
Chief  Executive  Officer of the Company.   He  shall  be  a
member  of  the  Board  of Directors and  of  the  Executive
Committee thereof and, except for the Compensation Committee
and  the Audit Committee, an ex officio member of all  other
committees thereof, and he shall have responsibility for the
general  management  and direction of the  business  of  the
Company,  subject to control and direction of the  Board  of
Directors. In the absence or disability of the Chairman,  he
shall  perform the duties of the Chairman of the Board  and,
when  so  acting,  shall have all of the powers  of  and  be
subject  to  all the restrictions upon the Chairman  of  the
Board.                                                   The
President  shall,  in  the absence of the  Chairman  of  the
Board, preside at meetings of the Board of Directors and the
stockholders, and shall perform such other duties  and  have
such other powers as the Board of Directors may from time to
time prescribe.
   
      Section  4.   Vice Presidents.  In the  event  of  the
absence  or disability of the Chairman of the Board and  the
President,  the Vice Presidents, in the order designated  by
the Directors or, in the absence of any designation, then in
the order of their election, shall perform the duties of the
Chairman of the Board and the President and, when so acting,
shall  have  all  the powers of and be subject  to  all  the
restrictions  upon  the  Chairman  of  the  Board  and   the
President.   The  Vice Presidents shall perform  such  other
duties  and have such other powers as the Board of Directors
may from time to time prescribe.

   
      Section 5. The Secretary and Assistant Secretary.  The
Secretary  shall  attend  all  meetings  of  the  Board   of
Directors  and all meetings of the stockholders  and  record
all  the proceedings of the meetings of the Company  and  of
the Board of Directors in a book to be kept for that purpose
and  shall perform similar duties for the committees of  the
Board when required.  The Secretary shall give, or cause  to
be  given,  notice  of all meetings of the stockholders  and
special  meetings  of  the  Board of  Directors,  and  shall
perform such other duties as may be prescribed by the  Board
of Directors, or the President, under whose supervision such
officer shall be.

   The  Secretary  shall have custody of the corporate  seal
of the Company and shall have authority to affix the same to
any  instrument requiring it and when so affixed, it may  be
attested   by  the  Secretary's  signature.  The  Board   of
Directors may give general authority to any other officer to
affix the seal of the Company and to attest the affixing  by
his signature.
   
   The  Assistant Secretary, or if there be more  than  one,
the  Assistant  Secretaries in the order determined  by  the
Board  of  Directors (or if there be no such  determination,
then  in  the order of their election) shall, in the absence
of  the  Secretary  or  in  the  event  of  the  Secretary's
inability or refusal to act, perform the duties and exercise
the  powers  of the Secretary and shall perform  such  other
duties  and have such other powers as the Board of Directors
may from time to time prescribe.
   
   Section  6.  The Treasurer and Assistant Treasurers.  The
Treasurer shall have the custody of the corporate funds  and
securities  and shall deposit all moneys and other  valuable
effects in the name and to the credit of the Company in such
depositories as may be designated by the Board of Directors.
   
   The Treasurer shall disburse the funds of the Company  as
may  be  ordered  by the Board of Directors,  taking  proper
vouchers  for  such disbursements, and shall render  to  the
President   and  the  Board  of Directors,  at  its  regular
meetings,  or  when the Board of Directors so  requires,  an
account of all his transactions as Treasurer.
   
   The  Assistant Treasurer, or if there shall be more  than
one, the Assistant Treasurers in the order determined by the
Board  of  Directors (or if there be no such  determination,
then  in the order of their election), shall, in the absence
of  the  Treasurer  or  in  the  event  of  the  Treasurer's
inability or refusal to act, perform the duties and exercise
the  powers  of the Treasurer and shall perform  such  other
duties  and have such other powers as the Board of Directors
may from time to time prescribe.
   
   Section  7. Controller. The Controller shall have  charge
of  the  Company's books of accounts, records and  auditing,
and  generally  do  and  perform all such  other  duties  as
pertain to such office, and as may be required by the  Board
of  Directors.  The Controller shall render to the President
and the Board of Directors, at its regular meetings, or when
the  Board  of  Directors  so  requires,  a  report  on  the
financial condition of the Company.
   
   Section  8.  Powers of Attorney. Whenever  an  applicable
statute,  decree, rule or regulation requires a document  to
be  subscribed by a particular officer of the Company,  such
document may be signed on behalf of such officer by  a  duly
appointed attorney-in-fact, except as otherwise directed  by
the Board of Directors or limited by law.
   
                          ARTICLE V
                              
                  Meetings of Stockholders
                              
   Section  1.  Meetings.  Annual meetings  of  stockholders
shall  be  held in the City of Oakland, State of California,
at  the  principal office of the Company,  as  specified  in
Section 2 of Article I hereof, or at such other place either
within  or  without  the  State  of  Delaware  as  shall  be
designated from time to time by resolution of the  Board  of
Directors and stated in the notice of the meeting.  Meetings
of  stockholders for any other purpose may be held  at  such
time and place, within or without the State of Delaware,  as
shall  be stated in the notice of the meeting or in  a  duly
executed waiver of notice thereof.
   
      Section  2.   Annual  Meetings.   Annual  meetings  of
stockholders shall be held at such date and time as shall be
designated  from time to time by the Board of Directors  and
stated in the notice of meeting.  At the annual meeting  the
stockholders shall elect by a plurality vote the  number  of
Directors  equal  to the number of Directors  of  the  class
whose term expires at such meeting (or, if fewer, the number
of  Directors properly nominated and qualified for election)
to  hold office until the third succeeding annual meeting of
stockholders  after their election and shall  transact  such
other  business  as  may  properly  be  brought  before  the
meeting.

      To  be  properly  brought before  an  annual  meeting,
business must be (a) specified in the notice of meeting  (or
any  supplement thereto) given by or at the direction of the
Board  of  Directors, (b) otherwise properly brought  before
the meeting by or at the direction of the Board of Directors
or  (c) otherwise properly brought before the meeting  by  a
stockholder.  For business to be properly brought before the
meeting by a stockholder, the Secretary of the Company  must
have  received  notice in writing from the  stockholder  not
less  than  thirty (30) days nor more than sixty  (60)  days
prior  to the meeting; provided, however, that if less  than
thirty-five  (35) days' notice of the meeting  is  given  to
stockholders,  such notice shall have been received  by  the
Secretary  of  the  Company not  later  than  the  close  of
business on the seventh (7th) day following the day on which
the notice of meeting was mailed.

     Such  written notice to the Secretary shall set  forth,
as  to  each matter the stockholder proposes to bring before
the   annual  meeting:   (i)  a  brief  description  of  the
business, (ii) the name and address, as they appear  on  the
Company's books, of the stockholder proposing such business,
(iii) the class and number of shares of stock of the Company
beneficially  owned  by  such  stockholder,  and  (iv)   any
material  interest  of such stockholder  in  such  business.
Notwithstanding any other provision in these By-Laws to  the
contrary,  no  business  shall be  conducted  at  an  annual
meeting  except in accordance with the procedures set  forth
in this Section 2.
   
   Section  3. Stockholder List. The officer who has  charge
of  the stock ledger of the Company shall prepare and  make,
at  least  ten days before every meeting of stockholders,  a
complete  list of the stockholders entitled to vote  at  the
meeting,  arranged in alphabetical order,  and  showing  the
address  of  each  stockholder  and  the  number  of  shares
registered in the name of each stockholder. Such list  shall
be  open  to  the  examination of any stockholder,  for  any
purpose  germane  to the meeting, during  ordinary  business
hours  for  a  period  of at least ten  days  prior  to  the
meeting, either at a place within the city where the meeting
is  to be held, which place shall be specified in the notice
of  the meeting, or, if not so specified, at the place where
the  meeting is to be held. The list shall also be  produced
and  kept  at the time and place of the meeting  during  the
whole  time thereof, and may be inspected by any stockholder
who is present.
   
   Section  4.  Special Meetings.  Special meetings  of  the
stockholders, for any purpose or purposes, may be called  by
the Board of Directors or by the President.
   
   Section  5.  Notice  of Meeting. Written  notice  of  any
annual  or special meeting stating the place, date and  hour
of  the  meeting  and,  in the case of  a  special  meeting,
stating  the  purpose or purposes for which the  meeting  is
called, shall be given not less than ten (l0) nor more  than
sixty  (60)  days  before the date of the meeting,  to  each
stockholder  entitled  to  vote at  such  meeting.  Business
transacted at any special meeting of stockholders  shall  be
limited to the purposes stated in the notice.
   
   Whenever   notice  is  required  to  be  given   to   any
stockholder, such notice shall be given in writing, by mail,
addressed  to each stockholder at his address as it  appears
on the records of the Company, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when
the  same  shall  be  deposited in the United  States  mail.
Whenever  any such notice is required to be given, a  waiver
thereof in writing, signed by the person or persons entitled
to  said  notice,  whether before or after the  time  stated
therein, shall be deemed equivalent thereto.
   
   Section  6.  Quorum. The holders of  a  majority  of  the
stock  issued and outstanding and entitled to vote  thereat,
present  in person or represented by proxy, shall constitute
a  quorum  at  all  meetings  of the  stockholders  for  the
transaction of business. If, however, such quorum shall  not
be   present   or   represented  at  any  meeting   of   the
stockholders,  the stockholders entitled  to  vote  thereat,
present in person or represented by proxy, shall have  power
to  adjourn  the  meeting from time to time, without  notice
other than announcement at the meeting, until a quorum shall
be  present  or  represented. At such adjourned  meeting  at
which  a quorum shall be present or represented any business
may  be  transacted which might have been transacted at  the
meeting  as originally notified. If the adjournment  is  for
more  than  thirty days, or if after the adjournment  a  new
record date is fixed for the adjourned meeting, a notice  of
the adjourned meeting shall be given to each stockholder  of
record entitled to vote at the meeting.
   
   Section  7.  Conduct  of Meetings. The  Chairman  of  the
Board,  or such other officer as may preside at any  meeting
of  the  stockholders, shall have the authority to establish
from  time  to  time, such rules for tile  conduct  of  such
meetings, and to take such action, as may in his judgment be
necessary  or proper for the conduct of the meeting  and  in
the  best  interests of the Company and the stockholders  in
attendance in person or by proxy.
   
                              
                         ARTICLE VI
                              
            Committees of the Board of Directors
                              
      Section   1.   Executive  Committee.   The  Board   of
Directors shall appoint an Executive Committee to consist of
the  President and not less than two (2) nor more  than  six
(6) other Directors of the Company.  The Executive Committee
shall  meet  at  such times and places as it may  determine.
The Executive Committee shall have and may exercise when the
Board  is not in session all the powers of the Board in  the
management  of  the  business and affairs  of  the  Company,
without limitation, except as set forth in Section 9 below.
   
   Section  2. Nominating Committee. The Board of  Directors
shall  appoint  a Nominating Committee consisting  of  three
Directors  of the Company who shall not be officers  of  the
Company.  The  Nominating Committee shall recommend  to  the
Board   the  number  of  Directors  which  best  meets   the
requirements of the Company; identify, evaluate, review  and
recommend  to  the  Board  qualified  candidates   to   fill
vacancies  on  the Board and any newly created directorships
resulting  from  an  increase in the  number  of  Directors;
recommend  to  the Board the individuals to  constitute  the
nominees  of  the  Board for election as  directors  at  the
annual  meeting of stockholders; recommend to  the  Board  a
list  of Directors selected as members of each committee  of
the  Board; and perform such other duties as may be assigned
by the Board.
   
      Section  3.  Compensation Committee.  The Board  shall
appoint a Compensation Committee consisting of three (3)  or
more  Directors of the Company.  The Compensation  Committee
shall  review  annually  and  recommend  to  the  Board   of
Directors the level of compensation of the Chairman  of  the
Board  and the President, giving consideration for  each  to
the  amount  and  composition of his total  compensation  in
terms  of  salary, stock options and other benefits;  review
annually  the recommendations of the Chairman of  the  Board
and the President concerning salaries and other compensation
of all senior officers reporting to each of them, as well as
review  from  time to time other conditions  of  employment;
administer   the  1989  Stock  Incentive  Plan,   the   1992
Directors' Stock Option Plan, the 1995 Stock Bonus Plan  and
year-end bonus plans; review and make recommendations to the
Board of Directors for changes in the Company's compensation
and  benefit  plans  and  practices;  and  administer  other
compensation plans that may be adopted from time to time  as
authorized by the Board of Directors.
   
   Section 4. Audit Committee. The Board of Directors  shall
appoint an Audit Committee of three or more Directors of the
Company who shall not be officers of the Company. The  Audit
Committee  shall receive from and review with the  Company's
independent  auditors the annual report  of  such  auditors;
review  with  the  independent auditors  the  scope  of  the
succeeding  annual  examination;  nominate  the  independent
auditors  to  be  appointed each year by the  Board;  review
consulting   services  made  by  the  Company's  independent
auditors  and evaluate the possible effect on the  auditors'
independence  of  performing such  services;  ascertain  the
existence  of  adequate  internal  accounting  and   control
systems;  and  review  with  management  and  the  Company's
independent  auditors  current and emerging  accounting  and
financial reporting requirements and practices affecting the
Company.
   
      Section 5.  Quorum and Vacancies.  A majority  of  the
members of the committee (which majority shall, in the  case
of  the  Executive  Committee, include the President)  shall
constitute a quorum for the transaction of business.  In the
absence or disqualification of a member of a committee,  the
member   or   members  present  at  any  meeting   and   not
disqualified  from  voting, whether or not  such  member  or
members constitute a quorum, may unanimously appoint another
member  of  the Board of Directors to act at the meeting  in
place of any such absent or disqualified member.
   
   Section  6.  Notice and Emergency Action. Notice  of  the
time  and  place  of committee meetings shall  be  given  in
writing or by telephone or in person, by any member  of  the
committee, to all members of the committee at least two  (2)
days'  prior to the time of holding such meeting;  provided,
however,   that  such  notice  requirement  shall   not   be
applicable if any member of the Executive Committee deems it
necessary  to  cause the Executive Committee to  act  on  an
urgent  basis.  In  the  event a  member  of  the  Executive
Committee  deems such urgent action necessary,  such  member
shall  attempt to contact each other member of the Executive
Committee  by telephone for the purpose of having each  such
member  consider and act upon the urgent matter  or  matters
presented. Such consideration and action may take  place  by
telephone  without  convening in  meeting.  The  quorum  and
voting  requirements  set forth in  Section  5  above  shall
pertain  to  such  urgent action, and for this  purpose  all
persons  reached by telephone shall be deemed to be present.
The  member of the Executive Committee who calls for  urgent
action in the manner described herein, immediately following
the  approval or disapproval of any action thereby proposed,
shall report such action to the Secretary of the Company for
the  purpose  of having it described in the minutes  of  the
Executive  Committee.  Such report and  minutes  shall  also
include  a  recitation of all efforts  made  by  the  member
calling for such action to contact other Executive Committee
members by telephone.
   
   Section  7.  Minutes;  Reports to Board.  Each  committee
shall  keep regular minutes of its meetings. All actions  of
the  committees shall be reported to the Board of  Directors
at  the  meeting  of the Board of Directors next  succeeding
such action.
   
   Section  8.  Other  Committees. The Board  of  Directors,
from  time  to  time, may appoint other committees  for  any
purpose or purposes, and any such committee shall have  such
powers  as  shall  be  specified in the  resolution  of  its
appointment.
   
   Section   9.   Duties.  Any  committee,   including   the
Executive   Committee,  to  the  extent  provided   in   the
resolution  of the Board of Directors, shall  have  and  may
exercise  all  the  powers and authority  of  the  Board  of
Directors  in the management of the business and affairs  of
the Company, and may authorize the seal of the Company to be
affixed  to  all papers which may require it;  but  no  such
committee shall have the power or authority in reference  to
amending  the  Certificate  of  Incorporation,  adopting  an
agreement  of merger or consolidation, recommending  to  the
stockholders  the  sale,  lease  or  exchange  of   all   or
substantially  all  of  the Company's property  and  assets,
recommending  to  the  stockholders  a  dissolution  of  the
Company or a revocation of a dissolution, or amending the By-
Laws of the Company; and, unless the resolution of the Board
expressly  provides, no such committee shall have the  power
or  authority  to  declare a dividend or  to  authorize  the
issuance of stock.
                         ARTICLE VII

                   Certificates for Stock

      Section 1. Certificates.  Every holder of stock in the
Company  shall be entitled to have a certificate signed  by,
or  in the name of the Company by the Chairman of the Board,
or the President or a Vice President and the Treasurer or an
Assistant  Treasurer,  or  the  Secretary  or  an  Assistant
Secretary  of the Company, certifying the number  of  shares
owned by him in the Company.

   Section  2.  Signatures. Any of or all the signatures  on
the  certificate  may  be facsimile. In  case  any  officer,
transfer  agent  or  registrar  who  has  signed  or   whose
facsimile signature has been placed upon a certificate shall
have  ceased to be such officer, transfer agent or registrar
before  such certificate is issued, it may be issued by  the
Company  with  the same effect as if he were  such  officer,
transfer agent or registrar at the date of issue.
   
   Section 3. Foreign Owners. The outstanding shares of  the
Company  shall  at  all times be owned by  citizens  of  the
United States to such extent as will, in the judgment of the
Board  of  Directors, reasonably assure the preservation  of
the  Company's status as a United States citizen within  the
provisions  of  Section  2 of the  Shipping  Act,  1916,  as
amended, or any successor statute applicable to the business
being   conducted   by   the   Company   (the   "Citizenship
Provisions").  The  Board  of  Directors  may  restrict  any
original  issuance of shares of the Company to  citizens  of
the United States as such term is defined in the Citizenship
Provisions  ("United States Citizens"), and, in  any  event,
shall  from  time to time establish, as a condition  to  the
issuance  or transfer of shares of the Company to non-United
States  Citizens,  the  minimum  percentage  of  the   total
outstanding  shares of the Company which shall be  owned  by
United States Citizens, which minimum percentage may, in the
discretion  of  the Board of Directors, exceed  the  minimum
percentage  required  by  law  (the  "Minimum  Percentage").
Nothing  herein  shall  be deemed to preclude  ownership  by
United States Citizens of shares of the Company in excess of
the Minimum Percentage.
   
   Certificates  evidencing shares of stock of  the  Company
may  be  issued in separate series, denominated respectively
"Domestic    Share   Certificates"   and   "Foreign    Share
Certificates." Domestic Share Certificates shall  be  issued
in  respect  of  shares owned of record and beneficially  by
United States Citizens; Foreign Share Certificates shall  be
issued  in respect of shares owned of record or beneficially
by  non-United  States Citizens. Holders of  Domestic  Share
Certificates and of Foreign Share Certificates shall have in
all respects the same corporate status and corporate rights,
share  for  share, except that transfers of  Domestic  Share
Certificates   to  non-United  States  Citizens   shall   be
restricted  and,  in certain circumstances,  the  rights  of
holders  of  Foreign Share Certificates shall be restricted,
both as herein provided.
   
   If  any  shares evidenced by Domestic Share  Certificates
or Foreign Share Certificates shall be transferred to United
States  Citizens,  the  share  certificates  issued  to  the
transferee  in  respect of the shares transferred  shall  be
Domestic Share Certificates.
   
   If  any  shares evidenced by Domestic Share  Certificates
shall  be  proposed  to be transferred to non-United  States
Citizens, the share certificates issued to the transferee in
respect  of  the shares transferred shall be  Foreign  Share
Certificates; provided, however, if the stock records of the
Company shall disclose immediately prior to the time of such
proposed  transfer  that  (i)  the  maximum  percentage   of
outstanding  shares  of voting stock of  any  class  allowed
to  be  owned by non-United States Citizens has been met  or
has  been  exceeded  or  (ii)  the  maximum  percentage   of
outstanding shares of voting stock of any class  allowed  to
be  owned by non-United States Citizens would be exceeded as
a result of such proposed transfer, no transfer of shares of
such  class represented by Domestic Share Certificates shall
be made to non-United States Citizens.
   
   If   it   shall  be  found  by  the  Company  that  stock
represented  by a Domestic Share Certificate  is,  in  fact,
owned  of  record or voted by or for the account of  a  non-
United States Citizen, the holder of such stock shall,  upon
the  request of the Secretary or the transfer agent  of  the
Company,  surrender  such  Domestic  Share  Certificate  for
cancellation in exchange for the issuance of a Foreign Share
Certificate for such stock; provided, however, if the  stock
records  of the Company shall disclose immediately prior  to
the  time  of  such proposed exchange that (i)  the  maximum
percentage  of  outstanding shares of voting  stock  of  any
class allowed to be owned by non-United States Citizens  has
been met or has been exceeded or (ii) the maximum percentage
of  outstanding shares of voting stock of any class  allowed
to  be owned by non-United States Citizens would be exceeded
as  a  result  of such proposed exchange, then the  exchange
shall  not  be made and the holder of such stock represented
by  a  Domestic Share Certificate shall not be  entitled  to
receive  dividends or to have any other rights,  except  the
right to transfer such stock to a United States Citizen.
   
   The  Board  may  establish from time to  time  reasonable
procedures  for establishing the citizenship of stockholders
of  the  Company  and, without limiting the  foregoing,  may
require  that in connection with each issue or  transfer  of
shares  of  the  Company the purchaser or  transferee  shall
certify  his  citizenship status and such  matters  relevant
thereto as the Board may require.
   
   The  Board  may  also establish from time  to  time  such
other reasonable procedures as it may deem desirable for the
purposes  of  implementing  these  provisions.   As  of  the
OEffective  TimeO under the Agreement and  Plan  of  Merger,
dated as of April 13, 1997 (the "Merger Agreement"), by  and
among  Neptune Orient Lines Ltd., Neptune U.S.A.,  Inc.  and
the  Company, this Section 3 of Article VII shall be  of  no
further  force and effect and shall be deemed to be  deleted
from this Article VII.
   
   Section 4. New Certificates. The Board of Directors  may,
or  may designate certain persons to, authorize the issuance
of   a  new  certificate  or  certificates  to  replace  any
certificate  or  certificates  theretofore  issued  by   the
Company alleged to have been lost, stolen or destroyed, upon
the  making  of  an  affidavit of that fact  by  the  person
claiming  the  certificate of stock to be  lost,  stolen  or
destroyed.  When authorizing such issue of a new certificate
or  certificates, the Board of Directors or such  designated
person  may, in its discretion and as a condition  precedent
to  the  issuance thereof, require the owner of  such  lost,
stolen  or  destroyed  certificate or certificates,  or  his
legal  representative, to give the Company a bond  indemnity
sufficient  to indemnify it against any claim  that  may  be
made  against  the Company on account of the  alleged  loss,
theft or destruction of any such certificate or the issuance
of such new certificate.
   
   Section  5.  Transfer  of Stock. Upon  surrender  to  the
Company  or  the  transfer  agent  of  the  Company   of   a
certificate  for  shares  duly endorsed  or  accompanied  by
proper  evidence of succession, assignation or authority  to
transfer, it shall be the duty of the Company to issue a new
certificate to the person entitled thereto, cancel  the  old
certificate and record the transaction upon its books.
   
   Section  6. Fixing Record Date. In order that the Company
may  determine the stockholders entitled to notice of or  to
vote  at  any  meeting of stockholders  or  any  adjournment
thereof,  or entitled to receive payment of any dividend  or
other  distribution or allotment of any rights, or  entitled
to  exercise any rights in respect of any change, conversion
or  exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record
date,  which shall not be more than sixty nor less than  ten
days  before the date of such meeting, nor more  than  sixty
days  prior  to  such  other  action.  A  determination   of
stockholders of record entitled to notice of or to vote at a
meeting  of  stockholders shall apply to any adjournment  of
the  meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
   
   The  Company shall be entitled to recognize the exclusive
right  of  a person registered on its books as the owner  of
shares to receive dividends, and to vote as such owner,  and
shall not be bound to recognize any equitable or other claim
to  or  interest in such share or shares on the part of  any
other  person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws  of
Delaware.
                              
                        ARTICLE VIII
                              
                          Dividends
                              
   Section  1.  Dividends  upon the  capital  stock  of  the
Company,  subject  to the provisions of the  Certificate  of
Incorporation,  if  any, may be declared  by  the  Board  of
Directors  at  any regular or special meeting,  pursuant  to
law.  Dividends  may  be paid in cash, in  property,  or  in
shares  of  the capital stock, subject to the provisions  of
the Certificate of Incorporation.
   
   Section 2. Before payment of any dividend, there  may  be
set  aside  out  of any funds of the Company  available  for
dividends  such sum or sums as the Directors  from  time  to
time,  in  their  absolute discretion,  think  proper  as  a
reserve or reserves to meet contingencies, or for equalizing
dividends,  or for repairing or maintaining any property  of
the  Company,  or  for such other purpose as  the  Directors
shall  think  conducive to the interest of the Company,  and
the  Directors may modify or abolish any such reserve in the
manner in which it was created.
   
                         ARTICLE IX
                              
             Indemnification; Advance of Expenses


     Section 1.  (a)  Each person who was or is made a party
or is threatened to be made a party to or is involved in any
action,   suit,  or  proceeding,  whether  civil,  criminal,
administrative     or    investigative    (hereinafter     a
"proceeding"), by reason of the fact that he  or  she  or  a
person of whom he or she is the legal representative  is  or
was  a  director  or officer of the Company  or  is  or  was
serving  at  the  request  of the  Company  as  a  director,
officer, employee or agent of another corporation  or  of  a
partnership,  joint  venture,  trust  or  other  enterprise,
including  service  with respect to employee  benefit  plans
maintained or sponsored by the Company, whether the basis of
such proceeding is alleged action in an official capacity as
a  director,  officer, employee or agent  or  in  any  other
capacity  while serving as a director, officer, employee  or
agent, shall be indemnified and held harmless by the Company
to  the fullest extent authorized by the General Corporation
Law  of  the  State of Delaware as the same  exists  or  may
hereafter  be  amended  (but,  in  the  case  of  any   such
amendment,  only  to the extent that such amendment  permits
the         Company        to        provide         broader
indemnification rights than said law permitted  the  Company
to  provide  prior to such amendment), against all  expense,
liability  and  loss (including attorneys' fees,  judgments,
fines,  ERISA excise taxes or penalties and amounts paid  or
to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification
shall  continue  as  to a person who  has  ceased  to  be  a
director, officer, employee or agent and shall inure to  the
benefit  of  his or her heirs, executors and administrators;
provided, however, that except as provided in Section  3  of
this Article IX, the Company shall indemnify any such person
seeking indemnification in connection with a proceeding  (or
part   thereof)  initiated  by  such  person  only  if  such
proceeding (or part thereof) was authorized by the Board  of
Directors.

      (b)   Each person referred to in Section 1(a) of  this
Article  IX  shall  be  paid  by the  Company  the  expenses
incurred in connection with any proceeding in advance of its
final  disposition, such advances to be paid by the  Company
within  20  days  after the receipt  by  the  Company  of  a
statement  or  statements from the claimant requesting  such
advance  or  advances from time to time; provided,  however,
that if the General Corporation Law of the State of Delaware
requires,  the  advancement of such expenses incurred  by  a
director or officer in his or her capacity as a director  or
officer (and not in any other capacity in which service  was
or  is  rendered by such person while a director or officer,
including,  without  limitation,  service  to  an   employee
benefit   plan)  prior  to  the  final  disposition   of   a
proceeding, shall be made only upon delivery to the  Company
of  an  undertaking  by or on behalf  of  such  director  or
officer,  to  repay  all amounts so  advanced  if  it  shall
ultimately e determined that such director or officer is not
entitled  to  be  indemnified  under  this  Article  IX   or
otherwise.

      (c)   The right to indemnification conferred  in  this
Article  IX  and  the right to be paid by  the  Company  the
expenses incurred in connection with any such proceeding  in
advance  of its final disposition conferred in this  Article
IX each shall be a contract right.

      Section  2.   To  obtain  indemnification  under  this
Article IX, a claimant shall submit to the Company a written
request,  including therein or therewith such  documentation
and  information as is reasonably available to the  claimant
and is reasonably necessary to determine whether and to what
extent  the  claimant is entitled to indemnification.   Upon
written  request by a claimant for indemnification  pursuant
to the first sentence of this Section 2, a determination, if
required  by applicable law, with respect to the  claimant's
entitlement  thereto  shall be  made  as  follows:   (1)  if
requested  by  the  claimant,  by  Independent  Counsel  (as
hereinafter  defined), or (2) if no request is made  by  the
claimant for a determination by Independent Counsel, (i)  by
the  Board  of  Directors by a majority  vote  of  a  quorum
consisting   of  Disinterested  Directors  (as   hereinafter
defined),  or  (ii)  if a quorum of the Board  of  Directors
consisting of Disinterested Directors is not obtainable  or,
even  if  obtainable, such quorum of Disinterested Directors
so  directs, by Independent Counsel in a written opinion  to
the  Board  of Directors, a copy of which shall be delivered
to  the  claimant,  or  (iii) if a quorum  of  Disinterested
Directors  so  directs, by the stockholders of the  Company.
In   the   event   the  determination  of   entitlement   to
indemnification is to be made by Independent Counsel at  the
request  of the claimant, the Independent Counsel  shall  be
selected  by the Board of Directors unless there shall  have
occurred  within  six  years  prior  to  the  date  of   the
commencement  of  the action, suit or proceeding  for  which
indemnification is claimed a "Change of Control" as  defined
in  the  Company's 1989 Stock Incentive Plan, in which  case
the  Independent Counsel shall be selected by  the  claimant
unless  the  claimant shall request that such  selection  be
made by the Board of Directors.  If it is so determined that
the  claimant is entitled to indemnification, payment to the
claimant   shall   be  made  within  10  days   after   such
determination.

      Section 3.  If a claim under Section 1 of this Article
IX  is  not  paid in full by the Company within thirty  days
after  a written claim pursuant to Section 2 of this Article
IX  has  been received by the Company or, in the case  of  a
claim  pursuant  to Section 1(b), within the  20-day  period
provided  therein, the claimant may at any  time  thereafter
bring  suit against the Company to recover the unpaid amount
of  the  claim and, if successful in whole or in  part,  the
claimant  shall be entitled to be paid also the  expense  of
prosecuting such claim.  It shall be a defense to  any  such
action (other than an action  brought to enforce a claim for
expenses incurred in defending any proceeding in advance  of
its final disposition where the required undertaking, if any
is  required,  has  been tendered to the Company)  that  the
claimant has not met the standard of conduct which makes  it
permissible under the General Corporation Law of  the  State
of  Delaware  for the Company to indemnify the claimant  for
the  amount claimed, but the burden of proving such  defense
shall be on the Company.  Neither the failure of the Company
(including  its Board of Directors, Independent  Counsel  or
stockholders)  to  have made a determination  prior  to  the
commencement  of  such  action that indemnification  of  the
claimant  is proper in the circumstances because he  or  she
has  met the applicable standard of conduct set forth in the
General  Corporation Law of the State of  Delaware,  nor  an
actual determination by the Company (including its Board  of
Directors,  Independent  Counsel or stockholders)  that  the
claimant  has not met such applicable standard  of  conduct,
shall  be  a  defense to the action or create a  presumption
that  the  claimant has not met the applicable  standard  of
conduct.

      Section  4.  If a determination shall have  been  made
pursuant  to Section 2 of this Article IX that the  claimant
is  entitled to indemnification, the Company shall be  bound
by  such  determination in any judicial proceeding commenced
pursuant to Section 3 of this Article IX.

      Section  5.   The  Company  shall  be  precluded  from
asserting  in any judicial proceeding commenced pursuant  to
Section  3  of  this  Article IX  that  the  procedures  and
presumptions of this Article IX are not valid,  binding  and
enforceable and shall stipulate in such proceeding that  the
Company is bound by all the provisions of this Article IX.

      Section  6.   The  right  to indemnification  and  the
payment  of  expenses incurred in defending a proceeding  in
advance  of its final disposition conferred in this  Article
IX  shall  not  be  exclusive of any other right  which  any
person  may  have  or hereafter acquire under  any  statute,
provision  of  the  Certificate of  Incorporation,  By-Laws,
agreement,  vote of stockholders or Disinterested  Directors
or  otherwise.  No repeal or modification of this Article IX
shall in any way diminish or adversely affect the rights  of
any  director,  officer, employee or agent  of  the  Company
hereunder  in  respect of any occurrence or  matter  arising
prior to any such repeal or modification.

      Section 7.  The Company may maintain insurance, at its
expense,  to  protect  itself  and  any  director,  officer,
employee  or  agent  of the Company or another  corporation,
partnership,  joint  venture,  trust  or  other   enterprise
against  any expense, liability or loss, whether or not  the
Company  would  have  the  power to  indemnify  such  person
against  such expense, liability or loss under  the  General
Corporation  Law of the State of Delaware.   To  the  extent
that  the Company maintains any policy or policies providing
such  insurance,  each such director  or officer,  and  each
such  agent  or  employee to which rights to indemnification
have  been granted as provided in Section 8 of this  Article
IX,  shall  be  covered  by  such  policy  or  policies   in
accordance with its or their terms to the maximum extent  of
the  coverage  thereunder  for any such  director,  officer,
employee or agent.

      Section  8.  The Company may, to the extent authorized
from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by  the  Company  the
expenses incurred in defending any proceeding in advance  of
its  final  disposition, to any employee  or  agent  of  the
Company  to  the  fullest extent of the provisions  of  this
Article   IX   with  respect  to  the  indemnification   and
advancement  of  expenses of directors and officers  of  the
Company.

          Section 9.  If any provision or provisions of this
Article  IX  shall  be  held  to  be  invalid,  illegal   or
unenforceable for any reason whatsoever:  (1) the  validity,
legality  and enforceability of the remaining provisions  of
this Article IX (including, without limitation, each portion
of  any  Section  of  this Article IX  containing  any  such
provision held to be invalid, illegal or unenforceable, that
is  not itself held to be invalid, illegal or unenforceable)
shall  not  in any way be affected or impaired thereby;  and
(2)  to the fullest extent possible, the provisions of  this
Article IX (including, without limitation, each such portion
of  any  Section  of  this Article IX  containing  any  such
provision  held  to  be invalid, illegal  or  unenforceable)
shall  be  construed  so as to give  effect  to  the  intent
manifested  by  the  provision  held  invalid,  illegal   or
unenforceable.

Section 10.  For purposes of this Article IX:

a.  "Disinterested Director" means a director of the Company
          who  is  not and was not a party to the matter  in
          respect of which indemnification is sought by  the
          claimant.

b.  "Independent   Counsel"  means  a  law  firm   that   is
          nationally  recognized for its experience  in  mat
          ters  of  Delaware corporation law and  shall  not
          include  any  person  who,  under  the  applicable
          standards of professional conduct then prevailing,
          would  have a conflict of interest in representing
          either the Company or the claimant in an action to
          determine the claimant's rights under this Article
          IX.

     Section 11.  Any notice, request or other communication
required or permitted to be given to the Company under  this
Article  IX  shall  be  in writing and either  delivered  in
person or sent by telecopy, telex, telegram, overnight  mail
or   courier  service,  or  certified  or  registered  mail,
postage  prepaid, return receipt requested, to the Secretary
of the Company.
                              
   
                          ARTICLE X
                              
                       Corporate Seal
                              
   The  Corporate seal shall have inscribed thereon the name
of  the  Company and the words OIncorporated July l4,  1983,
Delaware.O
   
                         ARTICLE XI
                              
                         Amendments
                           
   Any  of  these  By-Laws  may  be  altered,  a  mended  or
repealed  by the affirmative vote of at least two thirds  of
the  Directors  of  the  Company, which  shall  include  the
affirmative vote of at least one Director of each  class  of
the  Board  of Directors if the Board shall then be  divided
into  classes or by the affirmative vote of the  holders  of
seventy-five  percent (75 %) of the shares  of  the  Company
entitled to vote in the election of Directors, voting as one
class.