/dpw/cw/051/27008/879/AMEND4/amend.4


                                              EXECUTION COPY



            AMENDMENT NO. 4 TO CREDIT AGREEMENT



     AMENDMENT dated as of March 17, 1997 to the Credit
Agreement dated as of March 25, 1994 (as heretofore amended,
the "Credit Agreement") among APL LIMITED (formerly American
President Companies, Ltd.) (the "Borrower"), the BANKS party
thereto (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Agent (the "Agent").

                   W I T N E S S E T H :

     WHEREAS, the Borrower wishes to amend the Credit
Agreement to change the Consolidated Interest Coverage
Ratio, Consolidated Leverage Ratio and Consolidated Fixed
Charge Coverage Ratio specified therein, and the undersigned
Banks are willing so to amend the Credit Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1.  Definitions; References.  Unless otherwise
specifically defined herein, each term used herein which is
defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and
each other similar reference contained in the Credit
Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

     Section 2.  Consolidated Interest Coverage Ratio.
Section 5.10 of the Credit Agreement is amended by changing
the ratio specified therein from "3.5 to 1" to "2.75 to 1".

     Section 3.   Consolidated Leverage Ratio.   Section
5.11 of the Credit Agreement is amended by replacing the
existing table of ratios with the following table:

          Period                        Ratio

     Effective Date                     1.10 to 1
      through 12/31/97
     1/1/98 and thereafter              1.05 to 1

     Section 4.  Consolidated Fixed Charge Coverage Ratio.
The first sentence of Section 5.16 of the Credit Agreement
is amended by changing the ratio specified in clause (ii)
thereof from "1.85 to 1" to "1.50 to 1".

     Section 5.  Financial Information.  Section 4.04 of the
Credit Agreement is amended to read as follows:

          Section 4.04. Financial Information. (a) The
     consolidated balance sheet of the Borrower and its
     Consolidated Subsidiaries as of December 29, 1995 and
     the related consolidated statements of income and cash
     flows for the fiscal year then ended, reported on by
     Arthur Andersen LLP and set forth in the Borrower's
     annual report on Form 10-K for 1995, as filed with the
     Securities and Exchange Commission, fairly present, in
     conformity with generally accepted accounting
     principles, the consolidated financial position of the
     Borrower and its Consolidated Subsidiaries as of such
     date and their consolidated results of operations and
     cash flows for such fiscal year.
     
        (b)  The unaudited consolidated balance sheet of the
     Borrower and its Consolidated Subsidiaries as of
     September 20, 1996 and the related unaudited
     consolidated statements of income and cash flows for
     the period of three fiscal quarters then ended, set
     forth in the Borrower's quarterly report on Form 10-Q
     for the fiscal quarter then ended, as filed with the
     Securities and Exchange Commission, fairly present, in
     conformity with generally accepted accounting
     principles applied on a basis consistent with the
     financial statements referred to in subsection 4.04(a),
     the consolidated financial position of the Borrower and
     its Consolidated Subsidiaries as of such date and their
     consolidated results of operations and cash flows for
     such period of three fiscal quarters (subject to normal
     year-end adjustments).
     
        (c)  Since September 20, 1996 there has been no
     material adverse change in the business, financial
     position , results of operations or prospects of the
     Borrower and its Consolidated Subsidiaries, considered
     as a whole.
     
     Section 6.  Representations of Borrower.  The Borrower
represents and warrants that (i) the representations and
warranties of the Borrower set forth in Article IV of the
Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be
continuing on such date.

     Section 7.  Governing Law.  This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.

     Section 8.  Counterparts.  This Amendment may be signed
in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

     Section 9.  Effectiveness.  This Amendment shall become
effective on the date (the "Amendment Effective Date") when
the Agent shall have received from each of the Borrower and
the Required Banks a counterpart hereof signed by such party
or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a
counterpart hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above
written.


                      APL LIMITED
                      (formerly American President Companies, Ltd.)


                         By:            /s/ Thomas R. Meier
                           Name:       Thomas R. Meier
                           Title:      Assistant Treasurer


                         MORGAN GUARANTY TRUST COMPANY OF
                           NEW YORK


                         By:            /s/ Diana H Imhof
                           Name:       Diana H Imhof
                           Title:      Vice President


                         BANK OF AMERICA NATIONAL TRUST
                           AND SAVINGS ASSOCIATION


                         By:            /s/ James P Johnson
                           Name:       James P Johnson
                           Title:      Managing Director


                         THE FIRST NATIONAL BANK OF BOSTON


                         By:            /s/ Alicia Szendiuch
                           Name:       Alicia Szendiuch
                           Title:      Director


                         THE INDUSTRIAL BANK OF JAPAN,
                           LIMITED


                         By:            /s/ Takahide Akiyama
                           Name:       Takahide Akiyama
                           Title:      Joint General Manager


                         ABN AMRO NORTH AMERICA, INC.,
                           as Agent for ABN AMRO BANK


                         By:            /s/ Daniel P. Taylor
                           Name:       Daniel P. Taylor
                           Title:      Assistant Vice President


                         By:            /s/ Dianne D. Barkley
                           Name:       Dianne D. Barkley
                           Title:      Group Vice President


                         THE FIRST NATIONAL BANK OF CHICAGO


                         By:            /s/ Greg Sgullie
                           Name:       Greg Sgullie
                           Title:      Assistant Vice President