______________________________________________________________________________
______________________________________________________________________________



                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 April 4, 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 May 2, 1997
___________________________         __________________________

Common Stock, $.01 par value                  24,636,744


______________________________________________________________________________
______________________________________________________________________________
<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           6-10

Item 2. Management's Discussion and Analysis
        of Financial Condition and Results of Operations   11-18


       Part II.     OTHER INFORMATION
               _________________

Item  1. Legal Proceedings                                    19

Item 6.  Exhibits and Reports on Form  8-K                    20

       SIGNATURES                                             21


     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).
<PAGE>

APL Limited and Subsidiaries

CONSOLIDATED STATEMENT OF INCOME (Unaudited)
_________________________________________________________________
                                              14 Weeks Ended
(In thousands, except
  per share amounts)                  April 4, 1997 April 5, 1996
_________________________________________________________________
Revenues                                  $678,850     $726,337
_________________________________________________________________
Expenses                                   687,696      708,770
_________________________________________________________________
Operating Income (Loss)                    (8,846)       17,567

Interest Income                              6,611        6,745
Interest Expense                          (15,600)     (17,734)
_________________________________________________________________
Income (Loss) Before Taxes                (17,835)        6,578
Federal, State and Foreign Tax
  Expense (Benefit)                        (8,028)        2,697
_________________________________________________________________

Net Income (Loss)                         $(9,807)     $  3,881
_________________________________________________________________
_________________________________________________________________

Earnings (Loss) Per Common Share
_________________________________________________________________
Primary                                   $  (0.40)    $    0.15
Fully Diluted                             $  (0.40)    $    0.15
_________________________________________________________________

Dividends Per Common Share                $   0.10     $    0.10
_________________________________________________________________
_________________________________________________________________

See notes to consolidated financial statements.
<PAGE>

APL Limited and Subsidiaries

CONSOLIDATED BALANCE SHEET (Unaudited)
________________________________________________________________
                                           April 4  December 27
(In thousands, except share amounts)          1997         1996
________________________________________________________________
ASSETS
Current Assets
Cash and Cash Equivalents               $  118,847    $ 102,370
Short-Term Investments                     141,796      180,628
Trade and Other Receivables, Net           212,412      242,460
Fuel and Operating Supplies                 28,731       29,220
Prepaid Expenses and Other Current Assets   58,427       61,804
_________________________________________________________________
Total Current Assets                       560,213      616,482
_________________________________________________________________
Property and Equipment
Ships                                      903,326      903,227
Containers, Chassis and Rail Cars          769,476      764,294
Leasehold Improvements and Other           255,983      252,466
Construction in Progress                    44,715       29,078
_________________________________________________________________
                                         1,973,500    1,949,065
Accumulated Depreciation 
  and Amortization                        (848,879)    (825,846)
_________________________________________________________________
Property and Equipment, Net              1,124,621    1,123,219
_________________________________________________________________
Investments and Other Assets               147,066      140,477
_________________________________________________________________

Total Assets                            $1,831,900    $1,880,178
_________________________________________________________________
_________________________________________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current Portion of Long-Term Debt
 and Capital Leases                     $      337    $   9,866
Accounts Payable and Accrued Liabilities   368,956      380,690
_________________________________________________________________
Total Current Liabilities                  369,293      390,556
_________________________________________________________________
Deferred Income Taxes                      165,814      173,867
_________________________________________________________________
Other Liabilities                          114,205      116,569
_________________________________________________________________
Long-Term Debt                             690,248      695,546
Capital Lease Obligations                      714          801
_________________________________________________________________
Total Long-Term Debt and 
  Capital Lease Obligations                690,962      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-
 24,599,000 in 1997 and 24,564,000 in 1996  24,599       24,564
Additional Paid-In Capital                   1,654          632
Retained Earnings                          465,373      477,643
_________________________________________________________________
Total Stockholders' Equity                 491,626      502,839
_________________________________________________________________
Total Liabilities and 
  Stockholders' Equity                  $1,831,900   $1,880,178
_________________________________________________________________
_________________________________________________________________

See notes to consolidated financial statements.
<PAGE>

APL Limited and Subsidiaries

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
_________________________________________________________________
                                              14 Weeks Ended
(In thousands)                        April 4, 1997 April 5, 1996
_________________________________________________________________
Cash Flows from Operating Activities
Net Income (Loss)                         $(9,807)     $  3,881
Adjustments to Reconcile Net Income (Loss) to Net
 Cash Provided by (Used in) Operating Activities:
 Depreciation and Amortization              28,613       31,621
 Deferred Income Taxes                     (8,053)        1,636
 Change in Receivables                      30,048        1,528
 Change in Fuel and Operating Supplies         489        6,571
 Change in Prepaid Expenses and
  Other Current Assets                       3,377        8,601
 Gain on Sale of Property and Equipment      (197)      (1,864)
 Change in Accounts Payable and
  Accrued Liabilities                     (11,734)          844
 Other                                     (2,745)     (16,895)
_________________________________________________________________
   Net Cash Provided by
    Operating Activities                    29,991       35,923
_________________________________________________________________
Cash Flows from Investing Activities
Capital Expenditures                      (31,724)     (75,004)
Proceeds from Sales of
 Property and Equipment                      1,839      159,515
Purchase of Short-Term Investments        (64,801)    (220,442)
Proceeds from Sales of
 Short-Term Investments                    103,633      128,361
Transfer from Capital Construction Fund      2,953
Deposit to Capital Construction Fund       (2,940)
Other                                      (2,859)      (3,045)
_________________________________________________________________
   Net Cash Provided by (Used in)
    Investing Activities                     6,101     (10,615)
_________________________________________________________________
Cash Flows from Financing Activities
Issuance of Debt                                         62,215
Repayments of Capital Lease Obligations       (86)      (8,790)
Repayments of Debt                        (14,883)     (12,918)
Dividends Paid                             (2,459)      (2,569)
Debt Issue Costs                                        (1,554)
Other                                        1,053          842
_________________________________________________________________
   Net Cash Provided by (Used in)
    Financing Activities                  (16,375)       37,226
_________________________________________________________________
Effect of Exchange Rate Changes on Cash    (3,240)        (216)
_________________________________________________________________
Net Increase in Cash and Cash Equivalents   16,477       62,318
_________________________________________________________________
Cash and Cash Equivalents at
 Beginning of Period                       102,370       76,564
_________________________________________________________________
Cash and Cash Equivalents at
 End of Period                            $118,847     $138,882
_________________________________________________________________

Supplemental Data:
_________________________________________________________________
Cash Paid (Received) for:
Interest, Net of Capitalized Interest     $ 15,211     $ 16,049
Income Taxes, Net of Refunds              $(7,760)     $  4,785
_________________________________________________________________

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).

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 quarter of 1997
was  34%.   During the 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  quarter
of  1996 was 41%.  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.   United States Maritime Agreements

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 for  the
quarters ended April 4, 1997 and April 5, 1996 were $7.8  million
and  $13.6  million, respectively, and have been  included  as  a
reduction of expenses.


Note 3.Accounts Payable and Accrued Liabilities

     Accounts  Payable and Accrued Liabilities at April  4,  1997
and December 27, 1996 were as follows:
_________________________________________________________________
(In thousands)                             April 4  December 27
                                              1997         1996
_________________________________________________________________
Accounts Payable                        $   53,375    $  52,316
Accrued Liabilities                        241,318      250,523
Current Portion of Insurance Claims         13,565       15,326
Unearned Revenue                            55,876       50,566
Restructuring Charge                         4,822       11,959
_________________________________________________________________
Total Accounts Payable and
 Accrued Liabilities                     $ 368,956    $ 380,690
_________________________________________________________________
_________________________________________________________________
<PAGE>

APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 4.   Long-Term Debt

     Long-Term Debt at April 4, 1997 and December 27, 1996
consisted of the following:
_________________________________________________________________
(In thousands)                             April 4  December 27
                                              1997         1996
_________________________________________________________________
Vessel Mortgage Notes 
 Due Through 2008 (1)                    $ 375,527    $ 380,880
8% Senior Debentures $150 million Face Amount,
 Due on January 15, 2024 (2)               147,205      147,198
7 1/8% Senior Notes $150 million Face Amount,
 Due on November 15, 2003 (2)              148,448      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                                        7,068        7,069
_________________________________________________________________
Total Debt                                 690,248      705,076
Current Portion                                         (9,530)
_________________________________________________________________
Long-Term Debt                          $  690,248    $ 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.

   The  company  entered into interest rate  swap  agreements  on
   four  of the vessel mortgage notes, with a notional amount  of
   $257.6  million  at  April 4, 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 6.415% and 6.86%.  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  $1.6  million  at April  4,  1997.   The  Senior
   Debentures  had an effective interest rate of 8.172%,  and  an
   unamortized discount of $2.8 million at April 4, 1997.

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

APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 4.   Long-Term Debt (continued)

     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.   Stockholders' Equity

Earnings (Loss) Per Common Share

     For  the  quarter  ended April 4, 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
during the quarter.  For the quarter ended April 5, 1996, primary
and  fully  diluted earnings per common share  were  computed  by
dividing  net  income by the weighted average  number  of  common
shares  and  common  equivalent  shares  outstanding  during  the
quarter.  The number of shares used in these computations were as
follows:

_________________________________________________________________
Weighted Average Number of Common and Common Equivalent Shares
_________________________________________________________________
                                              14 Weeks Ended
(In millions)                         April 4, 1997 April 5, 1996
_________________________________________________________________
Primary                                       24.6         26.1
Fully Diluted                                 24.6         26.4
_________________________________________________________________
_________________________________________________________________

     Weighted  average  shares  for the  first  quarter  of  1997
reflects  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 first quarter of  1997  and  1996,
basic and diluted earnings (loss) per share would be the same  as
the reported primary and fully diluted earnings (loss) per share.
<PAGE>     
     
APL Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 6.   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.
     
     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").    NLL  and  P&O  were  each  members  of   different
alliances,  and the future alliance participation of  P&O-NL  has
not  yet  been determined.  The company and Neptune Orient  Lines
Ltd ("NOL") are also each members of different alliances, and the
future  alliance participation of the company and  NOL  following
consummation of the Proposed Merger as discussed in Note  7,  has
not  yet  been determined.  The company cannot predict  when  the
alliance  participation of P&O-NL or, 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  Global  Alliance.  However, while no assurances  can  be
given,  the company believes that acceptable alternatives may  be
available.

Facilities, Equipment and Services

     The  company had outstanding purchase commitments to acquire
cranes, facilities, equipment and services totaling $71.0 million
at  April  4, 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  April  4,  1997,  the   company   had
outstanding letters of credit and other agreements totaling $61.9
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 April 4,  1997.   Certain
employment  agreements  contain provisions  requiring  additional
payments including excise taxes and supplemental pension benefits,
if applicable.
     
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  operates  three
Pacesetter vessels chartered from the company.  All four L9s were
redelivered  to  Lykes  by  September 25,  1996,  and  the  three
Pacesetters continue to be operated by Lykes.  On July 26,  1996,
the  Bankruptcy  Court gave its final approval  to  a  settlement
agreement, which became effective on August 9, 1996, between  the
company  and  Lykes, establishing terms for the  payment  of  the
company's  claims  against Lykes for unpaid  charter  hire.   The
settlement  also  allows Lykes the use of the  three  Pacesetters
until  December 31, 1997 and requires Lykes to obtain the release
of liens it permitted to be established against those vessels.
<PAGE>
     
APL Limited and Subsidiaries

Note 6.   Commitments and Contingencies (continued)

Contingencies (continued)

     On   April  2,  1997,  Lykes'  Plan  of  Reorganization  was
confirmed.   Also  on April 2, 1997, Lykes and Canadian  Pacific,
Ltd. ("CP") finalized an agreement for CP's acquisition of Lykes'
U.S.  container shipping services for approximately $30  million,
subject  to certain conditions including the approval  of  MarAd.
In  addition, the company and CP have reached an agreement  which
allows the company to realize most of the remaining benefits  due
under  its  settlement with Lykes, which agreement is conditioned
upon   the  consummation  of  CP's  acquisition  of  Lykes   and,
therefore, on MarAd's approval of such acquisition.
     
     Certain  Bankruptcy  Court orders underlying  the  company's
agreement  with Lykes have been appealed, but these  appeals  are
expected to be withdrawn if Lykes' Plan of Reorganization becomes
effective.  Lykes' bankruptcy filing 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 7.   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 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>
     
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 first quarter of 1997 should be
read in conjunction with Management's Discussion and Analysis  of
Financial  Condition and Results of Operations  included  in  the
company's Annual Report on Form 10-K for the year ended  December
27, 1996.

RESULTS OF OPERATIONS

Summary Results            First Quarter          First Quarter
(In millions)                       1997    Change         1996
_________________________________________________________________
Revenues
Container Transportation         $ 575.7     (9%)        $633.4
Logistics Services and Other       103.2      11%          92.9
_________________________________________________________________
 Total                           $ 678.9     (7%)        $726.3
_________________________________________________________________
Operating Income (Loss)          $  (8.8) >(100%)        $ 17.6
_________________________________________________________________
Pretax Income (Loss)             $ (17.8) >(100%)        $  6.6
_________________________________________________________________
_________________________________________________________________

Overview

     The  operating loss for the first quarter of 1997  was  $8.8
million  compared with operating income for the first quarter  of
1996  of  $17.6  million.  Included in operating income  for  the
first  quarter  of  1997  and  1996 was  $3.0  million  from  the
favorable settlement of claims related to the 1995 collision of a
vessel  and  a  $1.6  million gain from the  sale  of  a  vessel,
respectively.

     In  the  first  quarter  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 all of  the  company's  markets  as
compared  with  the  first  quarter of  1996.   The  decrease  in
revenues  was  offset in part by increased logistic services  and
other  revenues,  and a reduction in total expenses  as  compared
with 1996.

Container Volumes          First Quarter          First Quarter
  by Major Market (1)               1997    Change         1996
_________________________________________________________________
Asia to North America               44.5      12%          39.8
North America to Asia               32.7     (9%)          36.1
Intra-Asia                          48.4      24%          39.0
Asia-Europe                         10.4      19%           8.7
Latin America                        6.1      92%           3.2
Refrigerated                        14.3       2%          14.0
Stacktrain                         116.6      15%         101.2
Automotive                          19.1    (30%)          27.2
_________________________________________________________________
_________________________________________________________________
(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.

Asia to North America

     Volumes increased in the first quarter of 1997 due primarily
to  strong export activities in North and South China, Hong  Kong
and India.  Lower manufacturing costs in South China have shifted
customer production facilities to that region, thereby increasing
volumes from that area.
<PAGE>

North America to Asia

     Volumes declined in this market in the first quarter of 1997
compared  with  the  first  quarter  of  1996  due  primarily  to
decreased  shipments  to  North China, Hong  Kong  and  Indonesia
resulting  from 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.  The  decrease
in  volumes was partially offset by increased military cargoes to
Japan  and  Korea  as a result the company's increased  share  of
military business.

Intra-Asia

     The  company's  intra-Asia volumes increased  in  the  first
quarter of 1997 compared with last year's first quarter primarily
as  a  result  of  increased shipments to and from  North  China,
India, Korea and Taiwan due to focused marketing efforts.

Asia-Europe

     Volumes increased in both directions in the first quarter of
1997  over  the  first  quarter of 1996 as  the  company  pursued
additional  cargo  in  order  to gain  market  share.   Eastbound
volumes  increased due to shipments from the Netherlands and  the
United  Kingdom and westbound volumes increased due to  shipments
from  Hong  Kong  to  Belgium, Denmark, the Netherlands  and  the
United Kingdom.

Latin America

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

Refrigerated

     Compared  with  the  first  quarter  of  1996,  volumes   of
commercial  refrigerated cargo increased slightly in 1997.   This
was  due primarily to increased volumes in the U.S. import market
resulting from increased exports from Japan, Taiwan and Thailand,
and  increased volumes in the intra-Asia market.  These increases
were  partially offset by lower export and military  refrigerated
cargo volumes.

Stacktrain

     North America stacktrain volumes increased significantly  in
the first quarter of 1997 compared with last year's first quarter
due  to growth in demand and the company's pricing strategies  to
remain  competitive.  Partially offsetting the increased  volumes
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 first  quarter  of  1997
compared with the same period in 1996, due to reduced volumes  of
both  stacktrain and non-stacktrain shipments by U.S.  automobile
manufacturers between the U.S. and Mexico and within the U.S.
<PAGE>

                           First Quarter          First Quarter
Average Revenue per Unit (1)        1997    Change         1996
_________________________________________________________________
Trans-Pacific                     $3,198    (10%)        $3,573
Other Ocean Transportation        $1,886    (14%)        $2,193
Stacktrain                        $1,162    (11%)        $1,304
_________________________________________________________________
_________________________________________________________________
(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  first  quarter of 1997, the company's trans-Pacific
average revenue per FEU declined from the same period in 1996 due
primarily to considerable pressure on rates in the Asia to  North
America  market  as a result of over-capacity, slower  growth  in
trade,  and  continued rate reductions by the company  and  other
carriers.  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 first  quarter  of  1997
compared  with  the first quarter 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 quarter 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
first  quarter  of  1997 compared with the same  period  in  1996
primarily due to lower rates resulting from increased competition
and excess equipment capacity in this market.
     
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.,  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 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  expects  stronger  volumes  to  be  offset  by
continued  rate  pressures in most of its major  markets  through
1997  as  increased capacity continues to exceed  market  growth.
Anticipated  lower  rates  combined  with  seasonal  factors  are
expected to result in reduced earnings, particularly in the first
half of the year.
<PAGE>

Logistics Services and Other Revenues

     Logistics  Services and Other Revenues, which include  cargo
handling,  freight consolidation, logistics services and  charter
hire  revenues, totaled $103.2 million and $92.9 million  in  the
1997   and  1996  first  quarters,  respectively.   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 Nedlloyd Container Line  Limited.
NLL  and  P&O were each members of different alliances,  and  the
future  alliance  participation  of  P&O-NL  has  not  yet   been
determined.   The  company  and NOL  are  also  each  members  of
different alliances, and the future alliance participation of the
company  and  NOL following consummation of the Proposed  Merger,
has not yet been determined.  The company cannot predict when the
alliance  participation of P&O-NL or, 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  Global  Alliance.  However, while no assurances  can  be
given,  the company believes that acceptable alternatives may  be
available.

Maritime Regulation and Subsidy

     Under  the  company's ODS agreement with  the  MarAd,  which
expires   December  31,  1997,  payments  to  the  company   were
approximately $7.8 million and $13.6 million in first quarter  of
1997 and 1996, respectively.  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  through September  30,  2005  subject  to
available funding.  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.

     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.    Existing
agreements  covering licensed personnel expire in  December  1997
and  June  1998, and the company has been engaged in negotiations
with                                                          the
<PAGE>

representative   unions   regarding   continuation    of    those
agreements.  The company is unable to predict when or whether new
agreements  may be reached, and 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 contains  provisions
that  require tariffs to be published and available to the public
but  not  filed  with  a  government  agency,  allow  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,  under  limited  continuing oversight  by  a  successor
agency  to the Federal Maritime Commission, while continuing  the
company's 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

Expenses                   First Quarter          First Quarter
(In millions)                       1997    Change         1996
_________________________________________________________________
 Transportation
  Land                           $ 223.9    (11%)        $252.1
  Ocean                            119.3     (2%)         121.4
  Equipment                         70.0       3%          68.3
 Cargo Handling                    179.7      11%         162.0
 Sales General & Administrative     97.8     (8%)         106.5
 Other (Income) Expense             (3.0)     84%          (1.6)
_________________________________________________________________
 Total                           $ 687.7     (3%)        $708.7
_________________________________________________________________
 Operating Ratio (1)               102%                     98%
_________________________________________________________________
_________________________________________________________________
(1)Other (Income)/Expense is excluded from this calculation.

Land Transportation

     Land  transportation expenses decreased in the first quarter
of  1997  from  the  first  quarter 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.

Ocean Transportation

     Ocean transportation expenses decreased in the first quarter
of  1997  compared with the first quarter of 1996 as a result  of
fewer  vessels operating in the 1997 period 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.  Partially  offsetting
these decreases were increased purchases of vessel space from the
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.

Transportation Equipment

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

Cargo Handling

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

Sales, General and Administrative

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

Other Income and Expense

     In  the  first  quarter of 1997, the company  recorded  $3.0
million  in other income from the favorable settlement of  claims
related  to the 1995 collision of a vessel.  In the first quarter
of  1996, the company recognized a gain of $1.6 million from  the
sale of a vessel to Matson.

Net Interest Expense

     Net  interest  expense decreased from $11.0 million  in  the
first  quarter  of 1996 to $9.0 million in the first  quarter  of
1997, 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   interest  capitalized   under   terminal
construction contracts compared with last year's first quarter.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Financial Resources
(In millions)                    April 4            December 27
As of:                              1997                   1996
_________________________________________________________________
 Cash, Cash Equivalents and
  Short-Term Investments        $  260.6               $  283.0
 Working Capital                   190.9                  225.9
 Total Assets                    1,831.9                1,880.2
 Long-Term Debt and Capital
  Lease Obligations (1)            691.3                  706.2
_________________________________________________________________

                                 April 4                April 5
For the quarter ending:             1997                   1996
_________________________________________________________________
 Cash Provided by Operations    $   30.0               $   35.9
_________________________________________________________________
Investing Activities
 Proceeds from the Sales of
  Property and Equipment        $    1.8               $  159.5
 Capital Expenditures
  Ships                         $    0.1               $   65.0
  Containers, Chassis and Rail Cars  9.7                    2.4
  Leasehold Improvements and Other  21.9                    7.6
_________________________________________________________________
  Total Capital Expenditures    $   31.7               $   75.0
_________________________________________________________________
Financing Activities
 Borrowings                                            $   62.2
  Repayment of Debt and
   Capital Leases               $  (15.0)                 (21.7)
 Dividend Payments                  (2.5)                  (2.6)
_________________________________________________________________
_________________________________________________________________
(1)Includes current and long-term portions.
<PAGE>

Cash Flows

     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 $31.7 million in the first  quarter
of  1997 were primarily for purchases of chassis, containers, and
terminal  and  leasehold improvements.  Capital  expenditures  in
1997 are expected to be approximately $108 million primarily  for
terminal and leasehold improvements, transportation equipment and
systems.   The  company has outstanding purchase  commitments  to
acquire cranes, facilities, equipment and services totaling $71.0
million.   In  addition to vessel expenditures of $65.0  million,
the  company  made capital expenditures in the first  quarter  of
1996  of  $10.0  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 quarter 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,   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.
<PAGE>

     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.

     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  company  were
unable to negotiate acceptable labor agreements, including  those
currently  under  negotiation, the  results  could  include  work
stoppages,  strikes or other labor difficulties, or higher  labor
costs,  any of which could have a material adverse affect on  the
company's  operating results.  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  be  currently  determined.
Responses  of  third  parties, such  as  the  company's  alliance
partners  and  labor  unions, to the  proposed  merger  are  also
uncertain  at this time.  The Proposed Merger is also subject  to
the approval of the stockholders of the company and to regulatory
approvals, including the approval of MarAd.

     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 3,480 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.  A motion for reconsideration
of such dismissal is pending.  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 August 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
_________________________________________________________________


3.1   Integrated copy of the amended By-Laws.

10.1  Fourth  Amendment  to the APL Limited  SMART  Plan  (Second
      Amendment  and  Restatement  Effective  as  of  January  1,
      1993), dated March 24, 1997.**

10.2  APL   Limited  Regular  Supplemental  Executive  Retirement
      Plan, amended and restated effective November 9, 1996.**

10.3  APL  Limited Pure Excess Supplemental Executive  Retirement
      Plan, effective November 9, 1996.**

10.4  APL   Limited  Regular  Excess-Benefit  Plan,  amended  and
      restated effective November 9, 1996.**

10.5  APL Limited Pure Excess-Benefit Plan, effective November 9, 
      1996.**

10.6  Amendment  No.  4  dated  March  17,  1997  to  the  Credit
      Agreement among APL Limited, borrower, and Morgan  Guaranty
      Trust Company of New York (as agent and participant),  Bank
      of  America  National  Trust and Savings  Association,  The
      First  National  Bank  of Boston, The  Industrial  Bank  of
      Japan,  Limited, ABN AMRO Bank N.V. and The First  National
      Bank of Chicago.

27    Financial   Data  Schedules  filed  under  Article   5   of
      Regulation S-X for the first quarter ended April 4, 1997.

**    Denotes management contract or compensatory plan.


(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.
<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:  May 16, 1997            By  /s/ William J. Stuebgen
                                  _______________________________
                                       William J. Stuebgen
                                        Vice President,
                                        Controller and
                                   Chief Accounting Officer