UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                            FORM 10-K
(Mark One)
(x)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
     For the fiscal year ended December 29, 1995
                               OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
     For the transition period from __________________ to __________________

                    Commission File Number 1-8544
                                
                                
                                

                  AMERICAN PRESIDENT COMPANIES, LTD.
          (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, CA  94607
                (Address of principal executive offices)
             Registrant's telephone number:  (510) 272-8000
        Securities registered pursuant to Section 12(b) of the
Act:

                                                Name of each exchange on
Title of each class                             which registered
Common  Stock,  Par                             New  York   Stock Exchange
   Value   $.01                                 Pacific   Stock Exchange
Rights  to  Purchase Series A                   New  York  Stock Exchange
   Junior Participating Preferred Stock         Pacific  Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act:
                                None
                            ______________
Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will  not  be  contained, to the best  of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form  10-K  or  any
amendment to this Form 10-K.  ( )

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 ( )
                            ______________
At March 1, 1996 the number of shares of Common Stock outstanding
was  25,696,015.  Based solely upon the closing price of the  New
York  Stock Exchange on such date, the aggregate market value  of
Common  Stock  held  by  non-affiliates  of  the  registrant  was
approximately $533.2 million.
                                
                    Documents Incorporated by Reference

Portions  of  registrant's Proxy Statement for  its  1996  Annual
Meeting  of Stockholders are incorporated by reference into  Part
III hereof.
                            ______________
<PAGE>

                         TABLE OF CONTENTS

                                                          Page

                              PART I

Items 1. and 2.  BUSINESS AND PROPERTIES                  3-13
Item 3.        LEGAL PROCEEDINGS                         14-15
Item 4.        SUBMISSION OF MATTERS TO A VOTE OF
                 SECURITY HOLDERS                           15

                              PART II

Item 5.        MARKET FOR THE REGISTRANT'S COMMON STOCK AND
                 RELATED STOCKHOLDER MATTERS                15
Item 6.        SELECTED FINANCIAL DATA                   15-16
Item 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS                   17-28
Item 8.        CONSOLIDATED FINANCIAL STATEMENTS AND
                 SUPPLEMENTARY DATA                      28-52
Item 9.        DISAGREEMENTS ON ACCOUNTING AND
                 FINANCIAL DISCLOSURE                       53

                              PART III

Item 10.       DIRECTORS AND EXECUTIVE OFFICERS
                 OF THE REGISTRANT                          53
Item 11.       EXECUTIVE COMPENSATION                       54
Item 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                 OWNERS AND MANAGEMENT                      54
Item 13.       CERTAIN RELATIONSHIPS AND RELATED
                 TRANSACTIONS                               54

                              PART IV

Item 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                 REPORTS ON FORM 8-K                     54-61

               SIGNATURES                                62-63
                             PART I
<PAGE>

ITEMS 1. AND 2. BUSINESS AND PROPERTIES

     American President Companies, Ltd. and its subsidiaries (the
"company") provide container transportation and related  services
in  the  Americas, Asia, the Middle East and Europe,  through  an
intermodal system combining ocean, rail and truck transportation.

      The  company's international transportation operations  are
conducted through American President Lines, Ltd., an ocean common
carrier  with operations in the Pacific Basin, Europe  and  Latin
America.    Another   operating  unit,   American   Consolidation
Services,  Ltd.,  provides  cargo distribution,  warehousing  and
freight   consolidation  services.   Stevedoring   and   terminal
operations  on  the U.S. West Coast are conducted  through  Eagle
Marine  Services,  Ltd.   American President  Business  Logistics
Services,  Ltd.  provides  logistical consulting  and  management
services.   The company's North America transportation operations
are  conducted through APL Land Transport Services,  Inc.,  which
provides  intermodal transportation, freight brokerage and  over-
the-road truck transportation.  The company was engaged  in  real
estate operations through Natomas Real Estate Company until 1994,
when its remaining real estate holdings were sold.

TRANSPORTATION

International

       The   company  provides  ocean-going  containerized  cargo
transportation services primarily in the trans-Pacific market, as
well  as  in  the intra-Asia, Asia-Europe and Asia-Latin  America
markets.  The company offers six scheduled trans-Pacific services
per  week between key ports in Asia and four U.S. ports  and  one
Canadian port.

     The company provides scheduled service between over 60 ports
in the Pacific and Indian Oceans and in the Arabian Gulf.  In the
intra-Asia market, the company provides service between over  400
Asian cities and commercial centers.  The companyOs trans-Pacific
services are provided between Asia and over 3,300 cities in North
America  via  eight West Coast ports and three East Coast  ports.
In  addition, service is provided between Asia and Europe to over
2,500  cities  in Europe which are served through  five  northern
European  ports.   Also,  in  the market  between  Asia  and  the
Caribbean,  Latin  America, Central and South  America,  over  50
ports  and cities are served.  The company's ocean transportation
business  maintains  333  offices  and  agencies  located  in  13
countries  in North and South America, 26 countries in  Asia  and
the Middle East, 13 countries in Europe, two countries in Africa,
and in Australia.

      Since 1991, the company and Orient Overseas Container  Line
("OOCL")  have  been  parties  to  agreements  enabling  them  to
exchange  vessel  space  and coordinate vessel  sailings  through
2005.  These  agreements permit both companies  to  offer  faster
transit  times and more frequent sailings between key markets  in
Asia  and the U.S. West Coast, and to share terminals and several
feeder  operations within Asia.  In September 1994, the  company,
Mitsui  OSK Lines, Ltd. ("MOL"), and OOCL signed an agreement  to
exchange  vessel space, coordinate vessel sailings and  cooperate
in   the   use  of  port  terminals  and  equipment   for   ocean
transportation services in the Asia-U.S. West Coast trade through
2005.   The  carriers commenced service under this  agreement  in
January  1996.   The agreement between the company  and  OOCL  is
suspended so long as the agreement between the company, OOCL  and
MOL is in effect.
<PAGE>
      The three carriers and Nedlloyd Lines B.V. ("NLL") are also
parties  to  a  separate  agreement  to  exchange  vessel  space,
coordinate  vessel  sailings and cooperate in  the  use  of  port
terminals and equipment in an all-water service in the Asia-Latin
America  trade  for a minimum of three years.  The four  carriers
initiated service under this agreement in March 1995.

      Additionally, the four carriers and Malaysian International
Shipping  Corporation BHD ("MISC") have an agreement to  exchange
vessel space, coordinate vessel sailings and cooperate in the use
of port terminals and equipment for ocean transportation services
in  the  Asia-Europe trade through 2001, with  early  termination
rights  upon  six  months notice to the other  parties  beginning
January  1,  1998.   The  carriers commenced  service  under  the
agreement  in January 1996.  The company entered the  Asia-Europe
trade in March 1995 by chartering vessel space through MOL.

     The Asia-U.S. West Coast, Asia-Latin America and Asia-Europe
alliance  agreements  are all currently  scheduled  to  be  fully
operational by the end of the first quarter of 1996.

      In  1994, the company and Transportacion Maritima  Mexicana
("TMM"),  a  Mexican  transportation  company,  entered  into  an
agreement enabling them to reciprocally charter vessel space  for
a  period  of  three years between major Asian ports and  certain
ports  on  the  Pacific  Coast of  the  U.S.  and  Mexico.   This
agreement  was terminated in September 1995, and the company  and
TMM  have entered into a memorandum of understanding with respect
to  negotiation  of  a  new three-year agreement  for  reciprocal
charters of lesser amounts of vessel space beginning in March  or
April  1996 and a possible joint service.  However, no assurances
can be given as to whether those negotiations will be successful.
The  company  and TMM have agreed to continue to exchange  vessel
space pending finalization of a new agreement.

      In October 1995, the company and Matson Navigation Company,
Inc. ("Matson") signed an agreement for a 10-year alliance, which
commenced  in  February 1996.  Pursuant  to  the  terms  of  this
alliance,  the  company sold Matson six of its ships  (three  C9-
class  vessels  and three C8-class vessels) and  certain  of  its
assets  in Guam for approximately $163 million in cash.   One  of
the  ships  was  sold  in December 1995, and the  remaining  five
vessels  were  sold  in  January 1996.  Four  of  these  vessels,
together  with  a  fifth Matson vessel, are  being  used  in  the
alliance.  Matson is operating the vessels in the alliance, which
serves  the  U.S. West Coast, Hawaii, Guam, Korea and Japan,  and
has  the  use  of substantially all the westbound capacity.   The
company  has the use of substantially all the vessels'  eastbound
capacity.

      The  following tables show the company's line haul capacity
provided  to  and  available from alliance partners  (OOCL,  MOL,
Nedlloyd,  MISC,  TMM  and Matson) under the  company's  alliance
agreements  for  1995 and as estimated for 1996, in thousands  of
twenty-foot equivalent units ("TEUs"):
<PAGE>
Capacity provided by the company
  to the alliances:                                1995    1996(1)(2)
Trans-Pacific
  Eastbound                                       472.7   615.1
  Westbound                                       345.1   371.6

Capacity available to the company
  from the alliances:                              1995    1996(1)(2)
Trans-Pacific
  Eastbound                                       491.4   521.8
  Westbound                                       352.8   311.0

Asia-Europe
  Eastbound                                        21.4    42.8
  Westbound                                        30.4    53.5

Asia-Latin America
  Eastbound                                        16.1    27.9
  Westbound                                         9.5    19.8

(1)Capacity  for  1996  is  based upon the current  schedule  for
   delivery  and  deployment  of newly  constructed  vessels  and
   implementation   of   the  alliances  and  assumes   currently
   allocated vessel space which is subject to adjustment.

(2)Excludes TMM, pending finalization of a new agreement.

      Under the alliance agreements, alliance partners contribute
and  are allocated vessel space, which may be adjusted from  time
to  time.   The  agreements  provide  for,  among  other  things,
settlement  of the difference between the value of  vessel  space
provided  by each partner and the value of vessel space available
to  that partner, at specified vessel costs per TEU per day.  The
value of vessel space provided by the company to the alliances is
less than the value of the total capacity allocated to it through
the  alliances, resulting in an annual net cash payment from  the
company  to  its alliance partners.  The amount paid to  alliance
partners  was $45 million in 1995, and currently is estimated  to
be  $32  million  in  1996.   Agreements  covering  terminal  and
equipment  sharing  among the alliance  partners  have  not  been
finalized, and the commitment of the alliance partners, including
the  company,  for  these services cannot be determined  at  this
time.

       International  container  transportation  operations   are
seasonal  and subject to economic cycles and the growth of  local
economies  in  the markets served, fluctuations in  the  relative
values  of  the  U.S. dollar and various foreign  currencies  and
resulting  changes  in demand for transportation  of  import  and
export  products.   The second and third quarters  of  each  year
generally  have been the company's strongest in terms of  volume,
primarily  due to the export of seasonal refrigerated goods  from
the  U.S.  in  both  of these quarters and increased  imports  of
consumer goods to the U.S. in the third quarter for the Christmas
buying season.

      The following table sets forth the amount and source of the
company's  ocean shipping revenues for the past  five  years,  in
millions of dollars.


                       1995      1994     1993     1992    1991
U.S. Import (1)       $ 843     $ 896    $ 880    $ 829   $ 775
U.S. Export (1)         560       494      498      500     498
Intra-Asia (2)          369       352      329      296     280
Asia-Europe              49
Desert Storm                                                103
     Total            $1,821    $1,742   $1,707   $1,625  $1,656
<PAGE>
(1)  Includes Asia-Latin America revenues in 1995.
(2)  Includes  Desert  Storm revenues in  1991,  which  were  not
     segregated from normal operations in this market.

      The  company  transports imports into  North  America  that
include   higher  value  goods  such  as  clothing,  electronics,
automotive and manufacturing components and other consumer items.
Generally, higher value cargo is transported at higher rates  due
to its value, time sensitivity or need for specialized services.

      U.S.  export  cargoes transported by  the  company  include
refrigerated  goods, military shipments and  lower  value,  semi-
processed  and  raw materials, as well as auto parts,  oil  field
supplies and other higher value finished products.

      In  the  intra-Asia  market, the  industrialized  economies
import   food,  raw  materials  and  semi-processed  goods   from
developing  Asian nations and export auto parts, electronics  and
other technological and capital-intensive finished products.

      The Asia-Europe trade is similar in cargo mix to the trades
between  North America and Asia.  Shipments from Asia to Northern
Europe  include  higher  value goods such  as  electronic  goods.
Trade  from  Europe  to  Asia includes many  lower  value,  semi-
processed  and  raw  materials,  as  well  as  carpet  and  floor
coverings and chemicals.

     Exports from Asia to Latin America and the Caribbean include
consumer  products, auto parts, motorcycles and other high  value
goods.   Cargoes  moving from Latin America to Asia  include  raw
materials  such  as  coffee  and cocoa,  resins,  chemicals,  and
processed goods including foods and beverages.

      The  single largest customer of the company's international
transportation  operations is the U.S.  government,  which  ships
military and other cargo and accounted for approximately  2%,  3%
and   3%  of  consolidated  revenues  in  1995,  1994  and  1993,
respectively.   Historically, the company has  bid  competitively
for  contracts to transport military and other cargo for the U.S.
government.  In recent years, the U.S. military has been  closing
bases   and  reducing  the  number  of  U.S.  military  personnel
overseas.  The extent to which future U.S. military base closures
and  rollback of personnel may impact shipments of U.S.  military
cargo by the company cannot be estimated.

      In 1991, the company transported military cargo related  to
Operation  Desert Storm.  Export shipments of Desert Storm  cargo
began  in  the fourth quarter of 1990 and continued  through  the
first  quarter  of  1991  during the build-up  of  U.S.  military
equipment  and  supplies.   The company  also  returned  military
equipment  from  this region to the U.S. during  the  second  and
third   quarters  of  1991.   In  addition  to  military  freight
revenues, the company collected detention charges from  the  U.S.
government for containers transported for Operation Desert  Storm
and  held  beyond an allowed time, which contributed $10 million,
$6  million and $41 million to operating income in 1994, 1993 and
1992,  respectively.   All detention claims were  settled  during
1994.
<PAGE>
      The following table shows the company's total international
transportation volumes in forty-foot equivalent units ("FEU") for
the past five years:

                     Year           Volumes
                     1995           570,000
                     1994           558,000
                     1993           543,000
                     1992           501,000
                     1991           513,000

      The  company is a participant in freight conferences, which
are  groups of carriers that may jointly establish common tariffs
and common rate levels in certain markets.  Conferences in trades
from  and to the U.S. are exempt from U.S. anti-trust laws  under
the  Shipping Act of 1984 (the "Shipping Act").  Conferences have
historically  been  effective in establishing and  maintaining  a
stable  rate  environment for their members.  Recently,  however,
carriers which are members of freight conferences, including  the
company, have been losing market share to carriers which are  not
members  of  the conferences.  The company's share of the  trans-
Pacific market was approximately 8%, 9% and 11% in 1995, 1994 and
1993, respectively.  Non-conference carriers have been increasing
their  capacity, improving their services and charging rates  for
transporting  cargo at increasingly lower levels than  conference
carriers.   In  the  fourth quarter of 1995, independent  pricing
actions  which  reduced shipping rates were taken  by  conference
carriers,  including the company, as a means to recapture  market
share in the U.S. import market.  These actions have resulted  in
rate  instability  in  this market.  The  company  is  unable  to
predict  the extent to which this rate instability will  continue
or its magnitude; however, such instability could have a material
adverse  impact on carriers in the U.S. import market,  including
the company.

      Since  1989,  the company and 13 other shipping  companies,
representing approximately 83% of total trans-Pacific U.S. import
capacity,  have  been parties to the Trans-Pacific  Stabilization
Agreement.   Among  other  things, the  agreement  limits  import
capacity   of   participating  companies  by   amounts   mutually
determined from time to time in an attempt to improve the balance
of  supply  and demand in the U.S. import market.  The  agreement
may  be  terminated  upon the unanimous written  consent  of  the
companies.  The company's ability to be a party to this agreement
is based upon the Shipping Act.

     During 1995, legislation was introduced in the U.S. House of
Representatives  that  would  have  substantially  modified   the
Shipping  Act,  which, in its present form, among  other  things,
provides  the company with certain immunity from anti-trust  laws
and  requires the company and other carriers in the U.S.  foreign
commerce to file tariffs.  Changes proposed in the legislation as
originally  drafted, if enacted, would have eliminated government
tariff   filing   and  enforcement,  allowed   confidential   and
independent  contracts between shippers and  ocean  carriers  and
strengthened  provisions  that prohibit predatory  activities  by
foreign  carriers.   While the legislation was  not  enacted,  it
would  not have affected the anti-trust immunity provided by  the
Shipping Act.
<PAGE>
      The  company  is unable to predict whether  this  or  other
proposed  legislation will be introduced in 1996  or  enacted  or
whether,  if  enacted,  it will contain terms  similar  to  those
originally proposed.  Depending on its terms, enactment  of  such
legislation  modifying  the Shipping Act could  have  a  material
adverse  impact  on  the  competitive environment  in  which  the
company operates and on the company's results of operations.

      The following table shows the company's utilization of  its
containership capacity during the past five years, which for 1991
includes  the  effects of shipments related to  Operation  Desert
Storm:

                                 1995  1994    1993  1992   1991
U.S. Import                       80%   89%     89%   89%    93%
U.S. Export                       93%   94%     92%   90%    95%

      The  company  provides cargo distribution  and  warehousing
services in the U.S. and freight consolidation services in  Asia,
the   Middle   East,  Europe,  Mexico  and  Africa  through   its
subsidiary,  American Consolidation Services, Ltd. ("ACS").   ACS
also  provides freight deconsolidation services in  several  U.S.
locations  and acts as a non-vessel operating common  carrier  in
the  intra-Asia  market  and from Asia to Europe  and  Australia.
Freight  consolidators  combine various shipments  from  multiple
vendors  into a single container load for delivery  to  a  single
destination.   The  company also serves  shippers  of  less-than-
containerload  cargoes by combining their shipments  with  others
bound for the same or proximate geographic locations.

      The company has port terminal facilities in Oakland and Los
Angeles, California, Seattle, Washington and Dutch Harbor, Alaska
and  major  inland  terminal  facilities  at  Chicago,  Illinois,
Atlanta,  Georgia  and  South  Kearny,  New  Jersey.   Each  port
terminal  facility  is operated under a long-term  use  agreement
providing  for preferential, although non-exclusive, use  of  the
facility  by the company.  The company also operates  major  port
terminal  facilities in Asia under long-term lease agreements  in
Kobe and Yokohama, Japan and Kaohsiung, Taiwan.

      The  company incurred incremental operating expenses and  a
loss  of  ocean freight revenues during the first  half  of  1995
resulting from the earthquake in Kobe, Japan, in January 1995, in
which  the  ocean terminal leased by the company was  extensively
damaged.  The company expects substantially all of these expenses
and   lost   revenues  to  be  recovered  through  its   business
interruption  insurance and is in the process of  finalizing  its
claim.   Management  has  recorded  its  best  estimate  of   the
recovery.  The company and OOCL have resumed service to Kobe  and
have  adjusted their shared trans-Pacific schedule  to  and  from
Japan.

      In  1993, the company entered into a contract with the Port
of  Los Angeles to lease a new 226-acre terminal facility for  30
years.  Occupancy of the new facility is scheduled for 1997  upon
completion  of construction.  Additionally, in 1994, the  company
and  the  Port  of  Seattle  signed a  lease  amendment  for  the
improvement  and  expansion  of its existing  terminal  facility.
Under  the amended lease, the facility will be expanded  from  83
acres  to approximately 160 acres.  The expansion is expected  to
be  completed during 1997, and the lease term will  be  30  years
from  completion.   In addition, the company has  the  option  to
expand the terminal by an additional 30 acres.
<PAGE>
      In  March  1995,  the  company and  a  Philippine  terminal
developer  and operator entered into a letter of intent  with  an
agency  of  the  Republic  of  Pakistan  regarding  the  possible
construction and operation of a container terminal at the Port of
Karachi.   The  parties  are  negotiating  the  terms   for   the
implementation  of  the project. In January  1996,  the  company,
together with a major U.S. engineering and construction firm  and
MOL  and NLL, entered into a memorandum of understanding with  an
agency of the Republic of Indonesia to cooperate in exploring the
feasibility of developing an international container terminal  to
be  located in Kabil, Batam Island, Indonesia, for operations  by
the  company and its partners under a long-term concession.   The
company is unable to predict whether negotiations on the Port  of
Karachi  project  will  be successful or  such  project  will  be
completed,  or whether the proposed Batam project is feasible  or
will be completed.

      In addition to performing stevedoring and terminal services
for the company's own operations, Eagle Marine Services, Ltd.,  a
subsidiary  of  the  company, provides these  services  to  third
parties at the company's U.S. port facilities.

      On  December  29, 1995, the company operated  19  U.S.-flag
containerships and five foreign-flag containerships.  Of the U.S.-
flag  containerships,  six were chartered under  operating  lease
agreements  and  the  remainder were owned by  the  company.   In
addition,  the  company owned three U.S.-flag vessels  that  were
chartered to another carrier.  The following table sets forth the
vessels  deployed by the company in its trans-Pacific and  intra-
Asia services at December 29, 1995:

                                                      Maximum
Type of      Number of   Date Placed     Capacity   Service Speed
Vessel       Vessels     in Service     (in TEUs)
(in knots)
     C-11       5          1995           4,800          24.6
     C-10       5          1988           4,300          24.0
     C-9*       3          1982-1983      2,900          23.5
     L-9        4          1987           2,800          21.0
     J-9        2          1984           2,700          22.5
     C-8*       4          1979 & 1986    2,000          22.0
Pacesetter      1          1973           1,400          23.5

* In  December  1995,  one C-8 was sold to Matson  and  chartered
  back  through the end of 1995.  In January 1996, the three C-9s
  and two C-8s were sold to Matson.

      The  company  has  the  authority from  the  United  States
Maritime  Administration ("MarAd") to operate up to  28  foreign-
flag-feeder  vessels in its intra-Asia service.  At December  29,
1995,  the company operated 21 such vessels, which are leased  by
it for terms of up to three years.

     The company took delivery of and made final payments on five
C11-class vessels in 1995 and one C11-class vessel in 1996, built
pursuant  to  construction contracts with  Howaldtswerke-Deutsche
Werft AG, of Germany and Daewoo Shipbuilding and Heavy Machinery,
Ltd. of  Korea.  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.
<PAGE>
      OOCL  has placed orders to purchase six vessels similar  in
size  and  speed  to the company's C11-class  vessels.   Four  of
OOCLOs vessels have been delivered, and the final two vessels are
scheduled  to be delivered in March 1996.  The company  and  OOCL
have  agreed to operate six and five of their C11-class  vessels,
respectively, under their Asia-U.S. West Coast alliance agreement
with MOL.  The deployment of the 11 new C11-class vessels by  the
company  and OOCL, replacing 14 older vessels, will increase  the
combined  trans-Pacific  capacity of  the  company  and  OOCL  by
approximately  15%.   The  company currently  expects  growth  in
demand in the trans-Pacific market in the foreseeable future  but
believes that, because a number of other competing ocean carriers
are  also constructing significant numbers of new vessels, growth
in  capacity  in that market will be significantly  greater  than
growth  in  demand.  No assurances can be given with  respect  to
anticipated  growth  in  demand,  utilization  of  the  company's
increased  capacity  or  the potential  negative  impact  of  the
increased capacity on rates or the company's market share.   Such
growth  and  utilization will depend upon demand for U.S.  import
and  U.S. export cargo in this market, economic conditions in the
U.S.   and   other  Pacific  Basin  countries,  the  effects   of
implementation of the company's alliances, and whether  and  when
additional new vessels are delivered to competing carriers, among
other  factors.  Additionally, modification of the Shipping  Act,
which  is under consideration as referred to above, could have  a
material adverse impact on the company's rates and volumes.

      In  September  1995,  the  company  sold  its  construction
contract  for three K10-class vessels, which it had entered  into
in  1993,  and  recognized a pre-tax gain of  $1.6  million.   In
conjunction with the sale, the company, MOL, OOCL and NLL  formed
a  joint  venture company, in which their respective  shares  are
each  25%,  and  agreed  to  charter  back  these  vessels,  when
delivered,  for  seven  years for use in the  Asia-Europe  trade.
Prior to the sale of the construction contract, the company  made
progress  payments  of $30 million for these  vessels,  including
payments   of  $12  million  in  1995,  for  which  it   received
reimbursement.

      At  December  29,  1995, the company operated  129,200  dry
containers  consisting  of  20-,  40-,  45-,  48-,  and   53-foot
containers,  43,700 of which were owned and 85,500  leased  under
operating  lease  agreements.  At that  date,  the  company  also
operated 8,900 refrigerated containers, 3,700 of which were owned
and  5,200  leased  under  operating leases.   In  addition,  the
company  operated 54,500 chassis for the carriage of  containers,
35,100  of  which were owned and 19,400 leased under capital  and
operating leases.

North America

      The  company provides intermodal transportation and freight
brokerage  services to North American and international shippers,
as  well  as  time-critical cargo transportation and just-in-time
delivery  (principally to the automotive manufacturing industry).
These  services  are  provided through an  integrated  system  of
contracted rail and truck transportation, the primary element  of
which is a train system utilizing double-stack rail cars.

      The  company's double-stack train system principally serves
the  North  American long-haul truck and piggyback  rail  freight
markets, and the international (export-import) intermodal market,
through  more than 30 U.S., Canadian and Mexican inland  terminal
facilities.   The  company has agreements with certain  railroads
under which those railroads serve as the company's rail carriers,
providing   locomotive  power,  rail  cars,  trackage,   terminal
services  and  labor  to  transport the company's  containers  on
individual double-stack rail cars and on dedicated unit trains.
<PAGE>
      The following table shows the company's total North America
stacktrain volumes (in FEUs):
                    Year                Volumes
                    1995                599,000
                    1994                594,000
                    1993                538,000
                    1992                508,000
                    1991                509,000

      A  stacktrain comprises up to 28 double-stack rail cars and
has  a  capacity of up to 280 FEUs.  At December  29,  1995,  the
company  controlled 390 such rail cars, 220 of which  were  owned
and 170 of which were leased.  In addition, as part of agreements
with certain railroads, the company utilizes additional rail cars
owned  or  leased  and  operated by the railroads.   The  company
controlled 930 and 1,100 double-stack rail cars in 1994 and 1993,
respectively.   The significant reduction in the number  of  rail
cars  under  direct company control in 1995 was made pursuant  to
the companyOs agreement with the railroads.

Information Systems

      The  company  manages its fleet of containers  and  chassis
using  its  computer  systems  and specialized  software,  linked
through a telecommunications network with the company's ships and
offices.   The  company's cargo and container  management  system
processes  cargo  bookings, generates bills of lading,  expedites
U.S.  customs  clearance and facilitates the management  of  rail
cars,  containers  and  other equipment.  The  company  has  also
developed  computer systems designed to optimize the  loading  of
containers  onto  ships and to facilitate the planning  of  ship,
rail  and  truck  moves.   The  company's  communications  system
permits  its  customers  to  access  information  regarding   the
location  and  status  of their cargo via  touch-tone  telephone,
personal computer or computer-facsimile link.

Real Estate

     In 1994, the company sold its remaining 86 acres of land.

COMPETITION AND REGULATION

International Transportation

      The  company is a U.S.-flag and foreign-flag  carrier.   It
faces vigorous competition, principally on the basis of price and
service,  on all of its trade routes from approximately 19  major
U.S.-flag and foreign-flag operators, some of which are owned  by
foreign  governments.   Foreign-flag competitors  generally  have
cost  and  operating  advantages over  U.S.-flag  carriers.   The
timing  of  increases  in  capacity in the  ocean  transportation
industry  can  result in imbalances in industry-wide  supply  and
demand, which causes volatility in rates.

      The  carriage of U.S. military cargo is reserved for  U.S.-
flag  shipping  companies,  and this trade  is  also  subject  to
vigorous competition among such carriers.  The carriage  of  this
cargo   is   awarded  in  accordance  with  competitive   bidding
procedures under which the low bidder wins the right to  carry  a
substantial  portion  of such cargo for a  period  of  up  to  12
months.   The  process  by which military  cargo  is  awarded  to
shippers is in the process of being revised. Under a new proposed
program,  the  company  would share  equally  in  military  cargo
volumes  with  one competitor.  No assurances can be  given  that
this program will become effective.
<PAGE>
      In  July 1995, legislation was introduced in the U.S. House
of  Representatives that would substantially modify the  Shipping
Act, which, 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.    The
legislation,  which  was not enacted in  1995,  would  have  been
phased  in  during  1997  and  1998  and  would  have  eliminated
government  tariff  filing and enforcement, allowed  confidential
and independent contracts between shippers and ocean carriers and
strengthened  provisions  that prohibit predatory  activities  by
foreign carriers.  The company is unable to predict whether  this
or  other  proposed  legislation will be introduced  in  1996  or
enacted or, whether, if enacted, it will contain terms similar to
those  proposed.  Enactment of legislation modifying the Shipping
Act,  depending  upon its terms, could have  a  material  adverse
impact  on  the  competitive environment  in  which  the  company
operates and on the company's results of operations.

      A  substantial  portion  of  the  company's  transportation
operations  is  subject to regulation by  agencies  of  the  U.S.
government   that  have  jurisdiction  over  shipping  practices,
maintenance   and  safety  standards  and  other  matters.    The
company's wholly-owned subsidiary, American President Lines, Ltd.
("APL") and MarAd are parties to a 20-year Operating-Differential
Subsidy  Agreement ("ODS Agreement") expiring December 31,  1997.
This  agreement provides for payments by the U.S.  government  to
partially  compensate  APL for the greater expense  of  operating
vessels under U.S. rather than foreign registry.  Under APL's ODS
Agreement,  APL  must  be controlled by  U.S.  citizens  and  its
vessels must be registered and built in the U.S. (except as noted
below)  and  manned by U.S. crews.  Under its ODS Agreement,  APL
also  is  required,  among other things, to  operate  vessels  on
designated trade routes in the foreign commerce of the  U.S.  and
to replace the capacity of its existing vessels as they reach the
end of their statutory lives (generally 25 years) if construction
differential  subsidy, provided by the U.S. government,  is  made
available.  This subsidy has not been made available since  1981.
In  addition,  APL is required to serve such trade routes  within
designated  minimum and maximum numbers of annual sailings,  and,
except   for  over-age  vessels,  APL  may  not,  without   prior
government  approval,  remove any of its vessels  from  operation
under its ODS agreement.

     Since 1981, Congress has twice passed legislation permitting
U.S.-flag  carriers to acquire a limited number of  foreign-built
vessels  and  thereafter to operate such vessels  under  existing
subsidy  agreements under U.S. flag.  Under such  laws,  APL  had
five C10-class vessels constructed in Germany which are currently
operated under this legislation.

     In June 1993, MarAd awarded APL contracts to manage 12 Ready
Reserve Force vessels for a period of five years.  APL receives a
per diem fee based upon the operating status of each vessel.

      In June 1992, the Bush Administration announced that no new
ODS  agreements would be entered into and existing ODS agreements
would  be  allowed  to  expire.  The Clinton  Administration  and
Congress  have  been  reviewing U.S. maritime  policy.   Proposed
maritime support legislation introduced in 1994, referred  to  as
the   Maritime   Security  Program,   was   not   enacted.    The
Administration's proposal included a 10-year subsidy program with
up  to  $100  million  in annual payments  to  be  requested  and
appropriated  on a year-to-year basis.  Congress has appropriated
$46  million  for fiscal 1996, or $2.3 million per vessel.   This
compares  with subsidy of approximately $3.1 million  per  vessel
under  ODS.   Maritime  support  legislation  incorporating   the
Administration's program has recently passed the  U.S.  House  of
Representatives  and  is currently awaiting consideration  before
the  U.S. Senate, but has not yet been approved.  The company  is
not  able to predict whether or when maritime support legislation
will  be  enacted  or what terms such legislation  may  have,  if
enacted.
<PAGE>
      While  the company continues to encourage efforts to  enact
maritime support legislation, prospects for passage of a  program
acceptable  to  the  company are unclear.  Accordingly,  in  July
1993,  the company filed applications with MarAd to operate under
foreign flag its six C11-class containerships, delivered  to  the
company in 1995 and January 1996, and to transfer to foreign flag
seven  additional  U.S.-flag containerships in its  trans-Pacific
fleet.   In  1994, MarAd issued a waiver to allow the company  to
operate its six C11-class vessels under foreign registry  on  the
condition that the vessels be returned to U.S.-flag in the  event
acceptable maritime reform legislation is enacted.  The remaining
application is still pending and no assurances can be given as to
whether, or when, the authority will be granted.

      Management of the company believes that, in the absence  of
ODS  or  an  equivalent government support program,  it  will  be
generally  no  longer  commercially  viable  to  own  or  operate
containerships  in foreign trade under the U.S. flag  because  of
the   higher  labor  costs  and  the  more  restrictive   design,
maintenance and operating standards applicable to U.S.-flag liner
vessels.    The  company  continues  to  evaluate  its  strategic
alternatives  in  light  of the pending  expiration  of  its  ODS
agreement  and the uncertainties as to whether an acceptable  new
U.S. government maritime support program will be enacted, whether
sufficient  labor  efficiencies  can  be  achieved  through   the
collective   bargaining  process,  and  whether   the   company's
remaining application to flag its vessels under foreign  registry
will  be  approved.  While no assurances can be given, management
of  the  company believes that it will be able to  structure  its
operations  to enable it to continue to operate on a  competitive
basis without direct U.S. government support.

      In  January  1995, the company and Columbia  Shipmanagement
Ltd.,  a  Cyprus company ("Columbia"), entered into an  agreement
under  which Columbia has agreed to provide crewing, maintenance,
operations and insurance for the company's six C11-class  vessels
for  a  per diem fee per vessel.  The agreement may be terminated
at any time by either party with notice.

North America Transportation

     The company's stacktrain operations compete with eight trans-
Pacific  containership companies and three West  Coast  railroads
offering  double-stack train service.  In addition, the company's
stacktrain  operations,  together with  its  contracted  trucking
services, compete with long-haul trucking companies for truckload
shipments.   The  company's  brokerage  operations  compete   for
available  business with over 150 shippers' agents.   Competition
among  shippers'  agents is based principally on  the  types  and
timeliness of services provided.

EMPLOYEES

      At  December  29,  1995, the company and  its  subsidiaries
employed  464  seagoing  and  4,710  shoreside  personnel.    The
seagoing  personnel  and  274  of the  shoreside  personnel  were
employed  under  collective bargaining  agreements  with  several
unions.    Certain   of   the  company's  collective   bargaining
agreements  covering seagoing and shoreside unions  in  the  U.S.
expire in June and July 1996.  The company currently expects that
new  agreements  will  be negotiated with the  respective  unions
prior  to  the expiration of the current contracts,  although  no
assurances  can  be  given  to that  effect.   Failure  to  reach
agreement  with  a  union on an acceptable labor  contract  could
result in a strike or other labor difficulties, which could  have
a material adverse effect on the company's operating results.
<PAGE>

ITEM 3.   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 2,290 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.

      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.
Evidentiary hearings have been concluded and an initial  decision
by the FMC administrative law judge is expected in June 1996.

      In  April  1994, a lawsuit, Hockert Pressman & Flohr  Money
Purchase  Plan,  et. al. vs. American President Companies,  Ltd.,
et.  al.,  was  filed  against the company  and  certain  of  its
officers  in  United  States  District  Court  for  the  Northern
District  of  California.  The suit alleged that the company  and
certain  officers made false and misleading statements about  the
company's  operating and financial performance  in  violation  of
federal securities laws, and sought unspecified damages on behalf
of  a purported class of stockholders who purchased shares of the
company's common stock during the period October 7, 1993  through
March  30,  1994.   The action was voluntarily dismissed  without
prejudice   to  the  purported  class  and  without  payment   of
consideration,  and the dismissal was approved by  the  Court  on
November 22, 1995.

     In October 1991, the California Department of Motor Vehicles
(the  "DMV") assessed the company approximately $4.2  million  in
additional  chassis registration fees.  The company was  required
to  pay the assessment and, in 1993, filed a mandamus action,  as
well as a suit for refund.  The company prevailed in the mandamus
action,  but was denied a summary judgment motion in  the  refund
action.   The  parties appealed both decisions to the  California
Court  of  Appeals.   In October 1995, the  California  Court  of
Appeals  ordered the DMV to repay $4.2 million plus  interest  to
the company, and payment has been received.

      In  1995, lawsuits were filed against the company  and  the
U.S.  Department  of Transportation by certain of  the  company's
unions  and union members challenging MarAd's November  15,  1994
action granting the company the waiver allowing it to operate the
C11-class vessels under foreign flag.  On June 29, 1995, the U.S.
District Court granted summary judgment in favor of MarAd and the
company, which the unions have appealed.  While no assurances can
be  given,  management believes the unions' appeal  will  not  be
successful.
<PAGE>
      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.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted to a vote of the company's security
holders during the fourth quarter of 1995.


                             PART II


ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
       STOCKHOLDER MATTERS

      The  company's Common Stock is listed on the New  York  and
Pacific Stock Exchanges using the symbol APS.  The reported  high
and  low  closing sales prices per share of the company's  Common
Stock  and cash dividends declared for the preceding eight fiscal
quarters  are set forth in Note 13 to the consolidated  financial
statements,  Part  II,  Item 8, on page 51 and  are  incorporated
herein by reference.

      On March 1, 1996, the company had 3,409 common stockholders
of record.


ITEM 6.   SELECTED FINANCIAL DATA

      The  following selected financial data for  the  ten  years
ending  December  29,  1995  are derived  from  the  consolidated
financial statements of the company, which have been examined and
reported upon by the company's independent public accountants  as
set  forth  in  their  report included  elsewhere  herein.   This
information  should be read in conjunction with the  Consolidated
Financial Statements and Management's Discussion and Analysis  of
Financial Condition and Results of Operations.

<PAGE>
<TABLE>
TEN-YEAR FINANCIAL REVIEW
<CAPTION>
(Dollars in millions, except per share amounts) 1995    1994   1993    1992   1991
Results of Operations (1)
Revenues
 Transportation
  <S>                                         <C>     <C>    <C>     <C>    <C>
  International                               $2,133  $2,017 $1,930  $1,878 $1,791
  North America                                  763     761    660     632    645
 Real Estate                                              16     16       6     17
 Total Revenues                                2,896   2,794  2,606   2,516  2,453
Operating Income (Loss)
 Transportation                                   68     114    123     137    131
 Real Estate                                               9     10       3     12
 Total Operating Income (Loss)                    68     123    133     140    143
Income (Loss) Before Taxes                        53     110    131     122    107
Income (Loss) Before Cumulative Effect
  of Accounting Changes                           30      74     80      78     66
Net Income (Loss)                                 30      74     80      56     56
Earnings (Loss) Per Common Share, Fully Diluted Before
  Cumulative Effect of Accounting Changes (2)   0.99    2.30   2.50    2.34   1.85
Earnings (Loss) Per Common Share,
  Fully Diluted (2)                             0.99    2.30   2.50    1.69   1.56
Cash Dividends Per Common Share (2)             0.40    0.40   0.30    0.30   0.30
Financial Position
Cash, Cash Equivalents
  & Short-Term Investments                    $  136  $  255 $   84  $  132   $179
Working Capital                                   65     206     51    (16)    159
Total Assets                                   1,879   1,664  1,454   1,436  1,541
Net Capital Expenditures                         456     128    156      66     20
Long-Term Debt                                   686     373    250     222    251
Capital Lease Obligations                          1      13     17      20    193
Redeemable Preferred Stock                                75     75      75     75
Stockholders' Equity                             469     541    475     397    426
Capital                                        1,168   1,007    822     829    955
Book Value Per Common Share (2)                18.28   19.82  17.72   15.25  14.48
Financial Ratios
Return on Equity (3)                             5.6%  12.7%   15.7%  11.6%   10.7%
Cash Flow to Average Total Debt (4)             30.1%  53.3%   53.7%  43.4%   44.0%
Return on Average Assets                         1.7%   4.8%    5.5%   3.8%    3.5%
Total Debt to Equity (3)                       149.0%  63.4%   49.4%  75.5%   90.4%
Total Debt to Capital (3)                       59.8%  38.8%   33.0%  43.0%   47.5%
Current Ratio                                    1.1     1.5    1.1     1.0    1.5
</TABLE>
<TABLE>
TEN-YEAR FINANCIAL REVIEW
<CAPTION>
(Dollars in millions, except per share amounts) 1990    1989   1988    1987   1986
Results of Operations (1)
Revenues
 Transportation
  <S>                                         <C>     <C>    <C>     <C>    <C>
  International                               $1,590  $1,579 $1,436  $1,271 $  945
  North America                                  669     637    650     540    469
 Real Estate                                      15      21     45      14     26
 Total Revenues                                2,274   2,237  2,131   1,825  1,440
Operating Income (Loss)
 Transportation                                 (64)      51    129     162     50
 Real Estate                                       8       9     33       7     13
 Total Operating Income (Loss)                  (56)      60    162     169     63
Income (Loss) Before Taxes                      (93)      22    136     149     41
Income (Loss) Before Cumulative Effect
  of Accounting Changes                         (62)      13     81      79     18
Net Income (Loss)                               (62)    (16)     81      79     18
Earnings (Loss) Per Common Share, Fully Diluted Before
  Cumulative Effect of Accounting Changes (2) (1.78)    0.16   1.63    1.62   0.35
Earnings (Loss) Per Common Share,
  Fully Diluted (2)                           (1.78)  (0.57)   1.63    1.62   0.35
Cash Dividends Per Common Share (2)             0.30   0.29    0.25    0.25   0.25
Financial Position
Cash, Cash Equivalents
  & Short-Term Investments                    $  118  $  127 $  186  $  287   $276
Working Capital                                  112     128    178     261    237
Total Assets                                   1,608   1,683  1,711   1,599  1,343
Net Capital Expenditures                          39     111    379     155     75
Long-Term Debt                                   279     303    317     138    151
Capital Lease Obligations                        202     208    224     234    244
Redeemable Preferred Stock                        75      75     75
Stockholders' Equity                             459     567    617     705    641
Capital                                        1,022   1,169  1,254   1,089  1,049
Book Value Per Common Share (2)                12.44   14.18  15.26   14.44  12.98
Financial Ratios
Return on Equity (3)                           (10.5%) (2.4%)  11.6%  11.8%    3.0%
Cash Flow to Average Total Debt (4)             21.0%  20.3%   38.6%  50.9%   36.0%
Return on Average Assets                        (3.7%) (1.0%)   4.9%   5.4%    1.5%
Total Debt to Equity (3)                        91.3%  82.2%   81.2%  54.5%   63.8%
Total Debt to Capital (3)                       47.7%  45.1%   44.8%  35.3%   38.9%
Current Ratio                                    1.3     1.4    1.6     2.0    2.0
</TABLE>
 (1)     The company's fiscal year ends on the last Friday
   in  December. All years presented above were 52  weeks,
   except for 1993 and 1988 which were 53-week years.
(2)Earnings  Per Common Share, Cash Dividends  Per  Common
   Share  and  Book  Value  Per  Common  Share  have  been
   computed  for all periods retroactively reflecting  the
   effect  of  a 3-for-2 stock split effected on  May  30,
   1985,  and  a 2-for-1 stock split effected on  December
   31,  1993.  Earnings Per Common Share also reflect  the
   1995  conversion of the Redeemable Preferred Stock into
   4.0  million shares of Common Stock and the  repurchase
   of  6.0 million, 3.7 million, 7.8 million, 2.9 million,
   1.0  million  and 8.8 million shares of  the  company's
   common  stock during 1995, 1992, 1991, 1990,  1989  and
   1988,  respectively, on a post-split basis.   In  1989,
   2.0  million shares of the company's Series B Preferred
   Stock were converted into common stock.
(3)Redeemable  Preferred Stock, which was  converted  into
   Common  Stock  in 1995, is included in Equity  for  the
   purpose of calculating these ratios.
(4)Cash   Flow   represents  Cash  Flows  from   Operating
   Activities.
<PAGE>
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

(In millions)                    1995   Change     1994    Change      1993
Revenues
 International Transportation $ 2,133    6%     $ 2,017      4%     $ 1,930
 North America Transportation     763    0%         761     15%         660
 Real Estate                          (100%)         16      1%          16
Operating Income               $   68  (44%)     $  123     (7%)    $   133
Pretax Income                  $   53  (52%)     $  110    (15%)    $   131

      In 1995, the company recorded a pretax restructuring charge
of  $48  million  related to the accelerated  completion  of  its
reengineering   program   and   other   organizational   changes.
Operating  income  for  1995  was  $105  million,  excluding  the
restructuring charge, $6 million in gains from vessel  sales  and
$5  million in liquidated damages from delayed vessel deliveries.
This  compares  with  operating income of $98  million  in  1994,
excluding  $10 million related to the collection of Desert  Storm
detention  charges,  $9 million in gains from  the  sale  of  the
company's remaining real estate holdings and $6 million in  gains
from  crane  and container sales.  In 1993, operating income  was
$107  million,  excluding $6 million of  Desert  Storm  detention
collections, $11 million in gains from real estate sales  and  $9
million in gains from the sales of vessels and containers.

      In  1995, the company's earnings were impacted by a decline
in  volumes  in the company's U.S. import market, which  resulted
from  continuing competitive pressure and a significant reduction
in  demand for U.S. imports compared with 1994.  This decline was
offset  by growth in volumes in the companyOs U.S. export  market
and  an  improvement in average revenue per forty-foot equivalent
unit ("FEU") in the company's U.S. import, U.S. export and intra-
Asia markets, and lower land transportation costs per FEU in 1995
compared with 1994.

      In  1994,  the company benefited from improvements  in  its
North  America  stacktrain volumes and increased volumes  of  the
company's U.S. import and intra-Asia cargo, all as compared  with
1993.   Additionally, the company's 1993 income and volumes  were
positively  impacted  by the 1993 fiscal year  having  53  weeks,
compared with 52 weeks in 1994 and 1995.  These improvements were
partially offset by higher transportation operating expenses  per
FEU   in  1994  compared  with  1993,  primarily  due  to  higher
stevedoring  and fuel costs and an unfavorable currency  exchange
rate in Japan.

INTERNATIONAL TRANSPORTATION (1)  1995  Change  1994  Change 1993
(Volumes in thousands of FEUs)
Import
 Volumes                         200.8 (8%)    217.8  2%    214.3
 Average Revenue per FEU        $4,198   2%   $4,112  0%   $4,107
Export
 Volumes                         169.2   9%    155.5  0%    155.5
 Average Revenue per FEU        $3,310   4%   $3,174(1%)   $3,200
Intra-Asia
 Volumes                         179.7 (3%)    184.6  6%    173.3
 Average Revenue per FEU        $2,054   8%   $1,909  1%   $1,899
Asia-Europe
 Volumes                          19.9
 Average Revenue per FEU        $2,467
 (1)     Volumes and average revenue per FEU data are based  upon
   shipments  originating during the period, which  differs  from
   the   percentage-of-completion  method  used   for   financial
   reporting purposes.
<PAGE>
      The company's U.S. import volumes declined in 1995 compared
with  last  year due to increased competitive pressure from  non-
conference carriers and lower demand in this market.  Volumes  of
the  company's U.S. export cargo increased in 1995 compared  with
1994, primarily due to increased shipments of commercial dry  and
refrigerated  cargo.  Partially offsetting the increase  in  U.S.
export  volume  was  a  33% decrease in  the  company's  military
volumes in this market.  The company carried approximately 75% of
the  military cargo in the Pacific from January to June 1994, and
approximately 25% for the remainder of 1994 and throughout  1995.
The  overall  amount  of military cargo has  declined  in  recent
years,  which  has  also contributed to the decline  in  military
cargo  volumes carried by the company.  The company's  intra-Asia
volumes  declined  in 1995 compared with 1994  because  of  fewer
shipments  to and from Kobe, Japan as a result of the  earthquake
in  January 1995, poor cotton harvests in India and Pakistan, and
efforts  by  the company to reduce its shipments of  lower-margin
cargo  in this market.  Volumes of refrigerated cargo carried  by
the  company in its intra-Asia market increased, which  partially
offset the decline in commercial dry cargo.

      Asia-Europe service by the company began in March 1995 with
shipments  to  Denmark, the United Kingdom  and  the  Netherlands
primarily  from  Hong Kong, the People's Republic  of  China  and
Taiwan.   Shipments from the Netherlands, Belgium and Germany  to
Asia began in April 1995.

     The company's U.S. import volumes increased in 1994 compared
with  1993 primarily due to service enhancements in the  People's
Republic  of  China  that resulted in higher  volumes  from  that
country,  and higher volumes of refrigerated and military  cargo.
Volumes  of  U.S. export cargo were unchanged in 1994 from  1993.
Volumes of refrigerated cargo in the company's U.S. export market
improved,  but were offset by a decline in military dry  volumes.
Intra-Asia  volumes in 1994 increased compared  with  1993  as  a
result  of  the company's expanded service to and from China  and
the  growing economies in Southeast and West Asia and the  Middle
East.  Additionally, volumes of refrigerated cargo in this market
grew substantially from 1993 to 1994.

      Utilization of the company's containership capacity in 1995
was  80%  and  93% for import and export shipments, respectively,
compared  with  89% and 94% in 1994, and 89%  and  92%  in  1993.
Changes  in  utilization rates in 1995 as compared  to  1994  are
related  to  changes in volumes carried by the company  in  these
markets  due to competitive and market factors.  Import  capacity
was increased in 1994 by additional vessel space purchased by the
company from Orient Overseas Container Line ("OOCL"), a Hong Kong
shipping company.

      Average  revenue  per  FEU for the  company's  U.S.  import
shipments increased in 1995 compared with 1994 primarily due to a
general  rate  increase established by conference  carriers  that
became  effective May 1, 1995, and currency adjustments in  Japan
and  Singapore.   In  late  1995, the company  initiated  pricing
actions  for  specific  commodities in specific  trade  lanes  in
response  to competitive conditions and loss of market  share  in
its  U.S.  import  market.   Subsequently,  competitors  and  the
company have lowered rates, and considerable rate instability  in
the  U.S.  import market continues to exist.  The company  cannot
predict  whether additional pricing actions may be taken  by  the
company  or  its  competitors.   Destabilization  of  rates,   if
extensive,  could  have a material adverse  impact  on  carriers,
including the company.

      Average revenue per FEU in the company's U.S. export market
increased  in  1995 from last year due to rate increases  and  an
increase  in  the  proportion of higher-rated refrigerated  cargo
carried by the company.  Average revenue per FEU in the company's
intra-Asia   market  increased  in  1995  compared   with   1994,
attributable  to a general rate increase and an increase  in  the
proportion  of  higher-rated refrigerated cargo  carried  by  the
company.
<PAGE>
      Average  revenue  per  FEU for the  company's  U.S.  import
shipments  was relatively unchanged in 1994 compared  with  1993,
reflecting  competitive pressures.  In 1994, average revenue  per
FEU  in the company's U.S. export market was lower than 1993  due
to  reduced  rates in the first half of the year  resulting  from
weak   market  conditions  and  increased  competition.   Average
revenue  per  FEU  in the company's intra-Asia  market  increased
slightly in 1994 compared with 1993, primarily attributable to an
increase in higher-rated refrigerated cargo, partially offset  by
competitive rate pressures in this market.

      Other  international transportation revenues, which include
cargo  handling,  freight consolidation, logistics  services  and
charter  hire  revenues, totaled $319 million, $281  million  and
$254  million in 1995, 1994 and 1993, respectively.  Included  in
the  amounts  for 1994 and 1993 were collections of Desert  Storm
detention  charges  of $10 million and $6 million,  respectively.
The  increase  in other transportation revenues in 1995  compared
with 1994 resulted from increased cargo handling revenues in Asia
and   increased  charter  hire  revenues.  In  addition,  freight
consolidation  and logistics services revenues increased  due  to
higher    volumes.    The   increase   in   other   international
transportation revenues in 1994 compared with 1993 was  primarily
due  to increases in Asia cargo handling related to the OOCL  and
Transportacion Maritima Mexicana ("TMM") alliance agreements  and
an  increase  in  feeder  services  in  Asia  provided  to  other
carriers.

      The  company incurred incremental operating expenses and  a
loss  of  ocean freight revenues during the first  half  of  1995
resulting from the earthquake in Kobe, Japan, in January 1995, in
which  the  ocean terminal leased by the company was  extensively
damaged.  The company expects substantially all of these expenses
and   lost   revenues  to  be  recovered  through  its   business
interruption  insurance and is in the process of  finalizing  its
claim.   Management  has  recorded  its  best  estimate  of   the
recovery.  The company and OOCL have resumed service to Kobe  and
have  adjusted their shared trans-Pacific schedule  to  and  from
Japan.

      In  October  1995, Lykes Steamship Company, Inc.  ("Lykes")
filed  a  petition  seeking protection from its  creditors  under
Chapter  11 of the U.S. Bankruptcy laws.  At present, the company
charters its four L9-class vessels from Lykes under charters that
expire  in  early  1996.  The L9-class vessels are  used  in  the
company's  West  Asia/Middle  East  service.   In  addition,  the
company  charters to Lykes three of its Pacesetter vessels  under
charters   that  also  expire  in  early  1996.   The   potential
consequences  of Lykes' petition on the company's operations  and
financial condition, and possible steps the company may  take  to
mitigate  any  resulting adverse effects, are being evaluated  by
management.   The  company is currently  unable  to  predict  the
extent of such consequences.

      Since  1991,  the  company and OOCL have  been  parties  to
agreements  enabling them to exchange vessel space and coordinate
vessel  sailings  through  2005.  These  agreements  permit  both
companies  to  offer  faster  transit  times  and  more  frequent
sailings between key markets in Asia and the U.S. West Coast, and
to share terminals and several feeder operations within Asia.  In
September 1994, the company, Mitsui OSK Lines, Ltd. ("MOL"),  and
OOCL  signed  an  agreement to exchange vessel space,  coordinate
vessel  sailings and cooperate in the use of port  terminals  and
equipment for ocean transportation services in the Asia-U.S. West
Coast  trade through 2005.  The carriers commenced service  under
this  agreement  in  January  1996.  The  agreement  between  the
company  and  OOCL is suspended so long as the agreement  between
the company, OOCL and MOL is in effect.
<PAGE>
      The three carriers and Nedlloyd Lines B.V. ("NLL") are also
parties  to  a  separate  agreement  to  exchange  vessel  space,
coordinate  vessel  sailings and cooperate in  the  use  of  port
terminals and equipment in an all-water service in the Asia-Latin
America  trade  for a minimum of three years.  The four  carriers
initiated service under this agreement in March 1995.

      Additionally, the four carriers and Malaysian International
Shipping  Corporation BHD have an agreement  to  exchange  vessel
space,  coordinate vessel sailings and cooperate in  the  use  of
port terminals and equipment for ocean transportation services in
the Asia-Europe trade through 2001, with early termination rights
upon six months notice to the other parties beginning January  1,
1998.   The  carriers commenced service under  the  agreement  in
January 1996.  The company entered the Asia-Europe trade in March
1995 by chartering vessel space through MOL.

      Under the alliance agreements, alliance partners contribute
and  are allocated vessel space, which may be adjusted from  time
to  time.   The  agreements  provide  for,  among  other  things,
settlement  of the difference between the value of  vessel  space
provided  by each partner and the value of vessel space available
to  that partner, at specified vessel costs per TEU per day.  The
value of vessel space provided by the company to the alliances is
less than the value of the total capacity allocated to it through
the  alliances, resulting in an annual net cash payment from  the
company  to  its alliance partners.  The amount paid to  alliance
partners  was $45 million in 1995, and is currently estimated  to
be  $32  million  in  1996.   Agreements  covering  terminal  and
equipment  sharing  among the alliance  partners  have  not  been
finalized, and the commitment of the alliance partners, including
the  company,  for  these services cannot be determined  at  this
time.

      In  1994,  the  company and TMM entered into  an  agreement
enabling  them to reciprocally charter vessel space for a  period
of three years between major Asian ports and certain ports on the
Pacific  Coast  of  the  U.S.  and Mexico.   This  agreement  was
terminated  in  September  1995, and the  company  and  TMM  have
entered  into a memorandum of understanding with respect  to  the
negotiation of a new three-year agreement for reciprocal charters
of  lesser  amounts of vessel space beginning in March  or  April
1996 and a possible joint service.  However, no assurances can be
given  as to whether those negotiations will be successful.   The
company and TMM have agreed to continue to exchange vessel  space
pending finalization of a new agreement.

      In October 1995, the company and Matson Navigation Company,
Inc. ("Matson") signed an agreement for a 10-year alliance, which
commenced  in  February 1996.  Pursuant  to  the  terms  of  this
alliance,  the  company sold Matson six of its ships  (three  C9-
class  vessels  and three C8-class vessels) and  certain  of  its
assets  in Guam for approximately $163 million in cash.   One  of
the ships was sold in December 1995 and resulted in a gain of  $2
million.   The remaining five vessels were sold in January  1996.
Four  of these vessels, together with a fifth Matson vessel,  are
being used in the alliance.  The net gain on the sale of the four
vessels  used  in  the  alliance and the assets  in  Guam,  after
deducting costs associated with the agreement, is estimated to be
$6  million, and will be deferred and amortized over the  10-year
term  of  the alliance.  Matson is operating the vessels  in  the
alliance,  which serves the U.S. West Coast, Hawaii, Guam,  Korea
and  Japan,  and has the use of substantially all  the  westbound
capacity.   The  company  has the use of  substantially  all  the
vessels'  eastbound capacity.  The gain on the sale of the  fifth
vessel was $2 million.

      The  company is party to an Operating-Differential  Subsidy
("ODS")  agreement with the U.S. government, expiring on December
31,  1997,  which provides for payment by the U.S. government  to
partially  compensate  the  company for  the  relatively  greater
expense of vessel operation under U.S. registry.  ODS payments to
the    company    were    approximately    $62    million,    $61
<PAGE>
million  and  $65  million in 1995, 1994 and 1993,  respectively.
The  company  expects  ODS payments in 1996  to  be  between  $30
million and $35 million as a result of its sale of six vessels to
Matson.

      In June 1992, the Bush Administration announced that no new
ODS  agreements would be entered into and existing ODS agreements
would  be  allowed  to  expire.  The Clinton  Administration  and
Congress  have  been  reviewing U.S. maritime  policy.   Proposed
maritime support legislation introduced in 1994, referred  to  as
the   Maritime   Security  Program,   was   not   enacted.    The
Administration's proposal included a 10-year subsidy program with
up  to  $100  million  in annual payments  to  be  requested  and
appropriated  on a year-to-year basis.  Congress has appropriated
$46  million  in fiscal 1996, or $2.3 million per  vessel.   This
compares  with subsidy of approximately $3.1 million  per  vessel
under  ODS.   Maritime  support  legislation  incorporating   the
Administration's program has recently passed the  U.S.  House  of
Representatives  and  is currently awaiting consideration  before
the  U.S. Senate, but has not yet been approved.  The company  is
not  able to predict whether or when maritime support legislation
will  be  enacted  or what terms such legislation  may  have,  if
enacted.

      While  the company continues to encourage efforts to  enact
maritime support legislation, prospects for passage of a  program
acceptable  to  the  company are unclear.  Accordingly,  in  July
1993,  the  company  filed applications with  the  United  States
Maritime  Administration ("MarAd") to operate under foreign  flag
its  six  C11-class containerships, delivered to the  company  in
1995  and  January  1996, and to transfer to foreign  flag  seven
additional  U.S.-flag containerships in its trans-Pacific  fleet.
In  1994,  MarAd issued a waiver to allow the company to  operate
its six C11-class vessels under foreign registry on the condition
that the vessels be returned to U.S.-flag in the event acceptable
maritime   reform   legislation  is   enacted.    The   remaining
application is still pending and no assurances can be given as to
whether, or when, the authority will be granted.

      Management of the company believes that, in the absence  of
ODS  or  an  equivalent government support program,  it  will  be
generally  no  longer  commercially  viable  to  own  or  operate
containerships  in foreign trade under the U.S. flag  because  of
the   higher  labor  costs  and  the  more  restrictive   design,
maintenance and operating standards applicable to U.S.-flag liner
vessels.    The  company  continues  to  evaluate  its  strategic
alternatives  in  light  of the pending  expiration  of  its  ODS
agreement  and the uncertainties as to whether an acceptable  new
U.S. government maritime support program will be enacted, whether
sufficient  labor  efficiencies  can  be  achieved  through   the
collective   bargaining  process,  and  whether   the   company's
remaining application to flag its vessels under foreign  registry
will  be  approved.  While no assurances can be given, management
of  the  company believes that it will be able to  structure  its
operations  to enable it to continue to operate on a  competitive
basis without direct U.S. government support.

      In  July 1995, legislation was introduced in the U.S. House
of  Representatives that would substantially modify the  Shipping
Act, which, 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.   The
legislation,  which  was not enacted in  1995,  would  have  been
phased  in  during  1997  and  1998  and  would  have  eliminated
government  tariff  filing and enforcement, allowed  confidential
and independent contracts between shippers and ocean carriers and
strengthened  provisions  that prohibit predatory  activities  by
foreign carriers.  The company is unable to predict whether  this
or  other  proposed  legislation will be introduced  in  1996  or
enacted or, whether, if enacted, it will contain terms similar to
those  proposed.  Enactment of legislation modifying the Shipping
Act,  depending  upon its terms, could have  a  material  adverse
impact  on  the  competitive environment  in  which  the  company
operates and on the company's results of operations.
<PAGE>
     The company currently expects challenging conditions for the
company  and  the  shipping  industry  in  1996.   Whether  these
conditions  materialize, and the severity of  the  challenge  the
company faces, depends upon developments such as, but not limited
to,  the  timing and extent of industry deregulation, the changes
in  market growth rates, the amount and timing of the anticipated
significant  increase in industry capacity, the  extent  of  rate
cutting  in  its  markets and successful  implementation  of  the
company's alliances.

NORTH AMERICA TRANSPORTATION (1)
(Volumes in 
 thousands of FEUs)        1995  Change    1994  Change      1993
Revenues (2) (In millions)
 Stacktrain              $  525     0%   $  523    15%     $  455
 Non-Stacktrain             238     0%      238    16%        205
Stacktrain Volumes
 North America            413.2     4%    398.5    15%      345.6
 International            186.2   (5%)    195.5     2%      192.6
Stacktrain Average
 Revenue per FEU (2)     $1,271   (3%)   $1,313   (0%)     $1,315
(1)Volumes  and  revenue  per FEU data are based  upon  shipments
   originating  during  the  period,  which  differs   from   the
   percentage-of-completion method used for  financial  reporting
   purposes.
(2)In  addition  to  third party business, which is  referred  to
   above   as  North  America  Volumes,  the  transportation   of
   containers  for  the company's international  customers  is  a
   significant  component  of its stacktrain  operations.   These
   shipments  are  referred to above as International  Stacktrain
   Volumes  and, since they are eliminated in consolidation,  are
   excluded  from  Revenues and Stacktrain  Average  Revenue  per
   FEU.

       North  America  transportation  revenues  were  relatively
unchanged  in 1995 compared with 1994, primarily as a  result  of
higher  stacktrain  volumes from increased  automotive  shipments
between  the  U.S. and Mexico, offset by a decline in  stacktrain
average revenue per FEU due primarily to lower rates as a  result
of  increased  competition.   The company's  North  America  non-
stacktrain  revenues were unchanged in 1995  compared  with  last
year,  primarily  due  to an increase in automotive  volumes  and
rates from lanes added to this market since 1994, offset by lower
volumes in the company's other non-stacktrain markets as a result
of  increased competition from trucking companies and the loss of
several major customers.

      Revenues  from  the company's North America  transportation
operations increased in 1994, compared with 1993, as a result  of
higher  North  America  stacktrain  volumes.   The  increase   in
stacktrain volumes in 1994 was due to the improvement in the U.S.
economy,   increases   in   Mexican   and   Canadian   shipments,
particularly  automotive shipments between the U.S.  and  Mexico,
and  competitor  equipment shortages.  The  company  added  1,800
containers  to its fleet during 1994, which enabled  it  to  meet
increasing  demand.   The company's North America  non-stacktrain
revenues also improved in 1994 compared with 1993, primarily  due
to increased volumes resulting from an improved U.S. economy.

      In  June  1995, the company and Burlington Motor  Carriers,
Inc.  ("BMC")  signed  an agreement whereby  the  company's  U.S.
trucking  operations,  including  related  employees  and  leased
equipment   and   facilities,  were   transferred   to   BMC   in
consideration of the sublease by BMC (and, in certain  instances,
a  third  party) of such equipment and facilities.  In connection
with  the  transfer, the company entered into a service agreement
with  BMC,  expiring  in  December 1997, whereby  BMC  agreed  to
provide  trucking services to the company and the company  agreed
to  provide certain minimum cargo volumes to BMC through  October
1,  1997.  The transaction did not have a material effect on  the
company's  other  operations or operating results.   In  December
1995, Burlington Motor Holdings, Inc., the parent company of BMC,
filed     a     petition    seeking    protection    from     its
<PAGE>
creditors  under  Chapter 11 of the U.S.  Bankruptcy  laws.   The
company  currently cannot assess the impact of  this  filing,  if
any,  on  its  operations, but does not expect the impact  to  be
material.

      In 1996, the company expects modest growth in demand in the
North America stacktrain market.  Demand for automotive shipments
is  expected to remain strong but is dependent upon conditions in
the  U.S.  and  Mexican economies and the extent  to  which  U.S.
automakers  continue to operate in Mexico, among  other  factors.
No  assurances  can  be given that growth in these  markets  will
materialize.

TRANSPORTATION OPERATING EXPENSES
(In millions, except
 Operating Cost per FEU)                 1995   Change  1994   Change  1993
 Land Transportation                   $1,010     0%   $1,010    8%   $ 934
 Cargo Handling                           602     9%     552     7%     516
 Vessel, Net                              390    16%     335     9%     308
 Transportation Equipment                 214     6%     202     9%     184
 Information Systems                       49     1%      48   (2%)      49
 Other                                    325   (2%)     332    10%     303
 Total                                 $2,590     4%  $2,479     8%  $2,294
 Operating Cost Per FEU (1)            $2,635     2   $2,592     0%  $2,581
 Percentage of Transportation Revenues    89%            89%            89%
(1)Operating  expenses  used  in this calculation  include  costs
   associated  with  certain  International  and  North   America
   revenues that are not volume related.

      Land  transportation expenses were unchanged in  1995  from
1994.  North America conventional rail expenses declined in 1995,
due  to  the  company's  lower volumes in  these  markets.   This
decline  was  offset by higher third party intermodal,  rail  and
truck  costs  in  the  company's international  business.   Cargo
handling  expenses increased in 1995 compared with  1994  due  to
higher  stevedoring labor rates in Asia, increased cargo handling
volumes in Asia, and the start-up of the Europe and Latin America
services  in  1995.  In 1995, cargo handling expenses  were  also
impacted  by  the  weakness of the U.S. dollar  relative  to  the
Japanese  yen  in  the first half of the year.   Vessel  expenses
increased  in  1995  compared with last  year  primarily  due  to
increased charter hire costs in the Asia-Latin America and  Asia-
Europe  markets,  in  which the company  purchases  vessel  space
through  alliance  partners.   Additionally,  vessel  fuel  costs
increased  in  1995 compared with 1994 due to the five  C11-class
vessels  placed  in service during 1995 and an  increase  in  the
average  fuel price per barrel from $13.75 in 1994 to  $15.63  in
1995.   Transportation equipment costs increased in 1995 compared
with  1994  due  to increased container leasing  and  repair  and
maintenance costs.  The increase in information systems costs for
1995  compared  with 1994 was due to increased telecommunications
costs.   Other operating expenses are net of $6 million of  gains
from  sales of vessels and $5 million in liquidated damages  from
delayed  vessel deliveries in 1995, and gains of $6 million  from
sales  of  a  crane  and certain containers in  1994.   Partially
offsetting these gains in 1995, was a 23% increase in agency fees
incurred by the company from 1994, primarily as a result  of  the
company's entrance into the Asia-Europe market.

      Land  transportation expenses increased in 1994 from  1993,
due  to  higher North America stacktrain volumes  in  1994.   The
increase in cargo handling expenses in 1994 compared with 1993 is
attributable to increased stevedoring costs, which were  impacted
by  higher  labor  rates in Asia and the  U.S.  and  handling  of
increased cargo to and from China, West Asia and Southeast  Asia.
The  weakening  of the U.S. dollar relative to Asian  currencies,
particularly  the  Japanese yen, also resulted  in  higher  cargo
handling expenses in 1994.  These increases were partially offset
by  a  favorable land rent reduction in Taiwan.  Vessel  expenses
increased   in   1994  compared  with  1993  due   to   increased
<PAGE>
charter  hire activity resulting from expanded service to  China,
an  increase  in  Latin American activity and  additional  vessel
space purchased from OOCL and TMM in 1994.  Vessel expenses  were
also  impacted  by a 6% increase in fuel cost  in  1994  and  the
collision of one of the company's vessels during 1994, the  self-
insured  portion  of  the  cost of  which  was  approximately  $2
million.   Transportation  equipment  costs  increased  in   1994
compared with 1993 due to the addition of 1,800 leased containers
during  1994 for use in North America stacktrain operations,  and
increased repair and maintenance costs.  Other operating expenses
increased  in  1994 compared with 1993 due to an increase  of  $9
million  in the provision for potentially uncollectible  accounts
receivable,  primarily in the People's Republic of  China.   Also
contributing  to  the increase in other operating  expenses  were
higher  employee  and telecommunications costs,  particularly  in
Asia.   Other operating expenses for 1994 are net of gains of  $6
million  from  sales of a crane and certain containers,  and  for
1993,  are net of gains of $9 million from sales of three vessels
and certain containers.

      Certain  of the company's collective bargaining  agreements
covering seagoing and shoreside unions in the U.S. expire in June
and July 1996.  The company currently expects that new agreements
will  be  negotiated  with the respective  unions  prior  to  the
expiration  of the current contracts, although no assurances  can
be given to that effect.  Failure to reach agreement with a union
on an acceptable labor contract could result in a strike or other
labor difficulties, which could have a material adverse effect on
the company's operating results.

      General  and administrative expenses decreased 1%  in  1995
compared  with  1994.  The decrease was due  primarily  to  lower
spending  on  corporate  initiatives  to  improve  the  company's
processes in 1995 compared with 1994.  Expenditures for corporate
initiatives  were  approximately $25 million  for  1995  and  $31
million  for  1994.  The decline in initiative spending  in  1995
compared  with  1994  was  partially offset  by  higher  employee
relocation  expenses  and ongoing support costs  related  to  new
financial systems.  General and administrative expenses increased
21% in 1994 compared with 1993, primarily due to expenditures  of
$31 million in 1994 on corporate initiatives.

      During  the fourth quarter of 1995, the company recorded  a
pretax  restructuring charge of $48 million for  the  accelerated
completion  of  its reegineering program and other organizational
changes.   The  charge includes $36 million in  costs  associated
with  the  elimination of approximately 950 positions in  company
operations which are being reorganized or reduced in  size.   The
remainder  of the charge represents costs associated with  office
closures  and  projects that were eliminated as a result  of  the
acceleration of the reengineering program.  The company estimates
that   it   will  realize  savings  in  operating   expenses   of
approximately $48 million in 1996 as a result of its reegineering
program  and  organizational changes.  The company  also  expects
significant  incremental savings in future years and  anticipates
that  the savings it realizes will offset the total costs of  the
reengineering program and organizational changes of  $58  million
by  mid-1997.   Whether and to what extent the  company  realizes
such  savings in 1996 and beyond, and the timing of such savings,
will  depend upon the actual timing of position eliminations  and
office closures, among other factors.  No assurances can be given
as to the timing or amount of these savings or as to whether they
will be realized in 1996 or thereafter.

      Depreciation and amortization expense increased 6% in  1995
compared with 1994 primarily as a result of the delivery of  five
of  the  six C11-class vessels during the year, and other capital
spending.  Depreciation and amortization expense decreased 3%  in
1994  from  1993  as  certain assets reached  the  end  of  their
depreciable lives in 1994.
<PAGE>

      Net  interest expense increased to $15 million in 1995 from
$13  million  in 1994, primarily due to interest expense  on  the
debt  related  to  the C11-class vessels purchased  during  1995,
which  was  partially offset by higher interest income  resulting
from  higher  interest  rates  in  1995.   Net  interest  expense
increased to $13 million in 1994 from $11 million in 1993, due to
interest  expense  on  two  public debt offerings  totaling  $300
million  in  November 1993 and January 1994, which was  partially
offset  by increased interest income on higher cash balances  and
higher interest rates in 1994.

      The effective tax rates applicable to the company were 43%,
33%  and  39%  in  1995, 1994 and 1993, respectively.   The  1995
effective tax rate includes the increased effect of nondeductible
items on lower income.  The 1994 effective tax rate includes  the
effect  of  revisions of prior years' estimated tax  liabilities.
The  1993  effective  tax rate includes  an  adjustment  of  $2.7
million  to  reflect  the effect of an increase  in  the  maximum
corporate federal income tax rate to 35%.  The effective tax rate
for  1996 is expected to be approximately 38%, depending upon the
level  of  actual earnings and changes, if any, in the tax  laws,
among other factors.

LIQUIDITY AND CAPITAL RESOURCES

(In millions)                              1995      1994    1993
 Cash, Cash Equivalents and
   Short-term Investments                 $ 136    $  255   $  84
 Working Capital                             65       206      51
 Total Assets                             1,879     1,664   1,454
 Long-term Debt and Capital
   Lease Obligations (1)                    699       391     272
 Cash Provided by Operations                164       177     169
Net Capital Expenditures
 Ships                                    $ 392    $   38   $  93
 Containers, Chassis and Rail Cars           23        57      41
 Leasehold Improvements and Other            41        33      22
 Total                                    $ 456    $  128   $ 156
Financing Activities
 Borrowings                               $ 340    $  147   $ 664
 Repayment of Debt and Capital Leases      (32)      (28)   (748)
 Common Stock Repurchases                 (170)
 Dividend Payments                         (14)      (18)    (15)
(1) Includes current and long-term portions.

     The company took delivery of and made final payments on five
C11-class vessels in 1995 and one C11-class vessel in 1996, built
pursuant  to  construction contracts with  Howaldtswerke-Deutsche
Werft AG, of Germany and Daewoo Shipbuilding and Heavy Machinery,
Ltd. of  Korea.  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 the purchase of the five  vessels
delivered  in  1995,  the  company  borrowed  approximately  $340
million  in  the  form  of vessel mortgage  notes  under  a  loan
agreement with European banks.  The company borrowed $62  million
under this agreement to finance a portion of the vessel delivered
in  January  1996.  During 1995, the company entered  into  three
interest  rate swap agreements to exchange the variable  interest
rates  on  certain  vessel mortgage notes  for  fixed  rates  for
periods of 10 and 12 years.
<PAGE>

      OOCL  has placed orders to purchase six vessels similar  in
size  and  speed  to the company's C11-class  vessels.   Four  of
OOCLOs vessels have been delivered, and the final two vessels are
scheduled  to be delivered in March 1996.  The company  and  OOCL
have  agreed to operate six and five of their C11-class  vessels,
respectively, under their Asia-U.S. West Coast alliance agreement
with MOL.  The deployment of the 11 new C11-class vessels by  the
company  and OOCL, replacing 14 older vessels, will increase  the
combined  trans-Pacific  capacity of  the  company  and  OOCL  by
approximately  15%.   The  company currently  expects  growth  in
demand in the trans-Pacific market in the foreseeable future  but
believes that, because a number of other competing ocean carriers
are  also constructing significant numbers of new vessels, growth
in  capacity  in that market will be significantly  greater  than
growth  in  demand.  No assurances can be given with  respect  to
anticipated  growth  in  demand,  utilization  of  the  company's
increased  capacity  or  the potential  negative  impact  of  the
increased capacity on rates or the company's market share.   Such
growth  and  utilization will depend upon demand for U.S.  import
and  U.S. export cargo in this market, economic conditions in the
U.S.   and   other  Pacific  Basin  countries,  the  effects   of
implementation of the company's alliances, and whether  and  when
additional new vessels are delivered to competing carriers, among
other  factors.  Additionally, modification of the Shipping  Act,
which  is under consideration as referred to above, could have  a
material adverse impact on the company's rates and volumes.

      In  September  1995,  the  company  sold  its  construction
contract  for three K10-class vessels, which it had entered  into
in  1993,  and  recognized a pretax gain  of  $1.6  million.   In
conjunction with the sale, the company, MOL, OOCL and NLL  formed
a  joint  venture company, in which their respective  shares  are
each  25%,  and  agreed  to  charter  back  these  vessels,  when
delivered,  for  seven  years for use in the  Asia-Europe  trade.
Prior to the sale of the construction contract, the company  made
progress  payments  of $30 million for these  vessels,  including
payments   of  $12  million  in  1995,  for  which  it   received
reimbursement.

      In  addition  to vessel expenditures of $392  million,  the
company   made  capital  expenditures  in  1995  of  $64  million
primarily  for purchases of chassis, containers and terminal  and
leasehold improvements.  In 1994, in addition to vessel  progress
payments  of  $31  million,  the company's  capital  expenditures
totaled  $97 million and were primarily for purchases of  chassis
and  terminal and leasehold improvements.  In 1993,  the  company
made  $70  million  in progress payments on the  C11s  and  K10s.
Additionally,  the  company purchased the remaining  two  vessels
previously leased under leveraged leases and retired the  related
debt guaranteed by MarAd, eliminating MarAd's restrictions on the
payment   of   dividends  to  the  company  by  its  wholly-owned
subsidiary, American President Lines, Ltd.  The purchase price of
these vessels was $131 million, $110 million of which retired the
related capital lease obligations.

       Capital   expenditures  in  1996  are   expected   to   be
approximately $235 million, including $62 million related to  the
final  payment for the last C11-class vessel which was  delivered
in January 1996.  The balance will be spent primarily on terminal
equipment  in  North America and Asia, terminal  improvements  in
North America and chassis and computer systems.  The company  has
outstanding  purchase commitments to acquire cranes,  facilities,
equipment and services totaling $72.9 million.

      In July 1995, the company issued a notice of redemption for
all  $75  million  of  its  9% Series  C  Cumulative  Convertible
Preferred Stock ("Series C Preferred Stock").  At the election of
the  holders, the 1.5 million shares of Series C Preferred  Stock
were  converted  into approximately 4 million  shares  of  common
stock.
<PAGE>

      Also  in  July 1995, the Board of Directors authorized  the
repurchase  of  up  to 6 million shares of the  company's  common
stock.   In August 1995, the company repurchased 2 million shares
from  the  former holders of the Series C Preferred  Stock  at  a
purchase price of $27 per share.  In addition, in September 1995,
the  company  repurchased  2.8 million  shares  through  a  Dutch
Auction  self-tender offer at a purchase price of $30 per  share,
plus  expenses. The company repurchased an additional 1.2 million
shares of its common stock through open market transactions at an
average price of $25.81 per share, plus expenses, which completed
the   repurchase  of  the  6  million  shares  authorized.    All
repurchased shares were retired.

     In November 1993, the company issued $150 million of 10-year
Senior Notes and, in January 1994, issued $150 million of 30-year
Senior  Debentures.  A portion of the proceeds from the  issuance
of  this  debt  was used to repay $72 million of bank  borrowings
from   1993,  and  the  remainder  was  used  to  finance  vessel
purchases,  other capital expenditures and for general  corporate
purposes.  Also, in January 1993, the company retired $95 million
of 11% Notes.

      The  company has a credit agreement with a group  of  banks
which  provides  for  an  aggregate commitment  of  $200  million
through  March  1999.  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.

     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  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 that could cause actual  results
to differ materially from those projected.

      The severity of the challenging conditions expected for the
company  and the shipping industry generally, and the  impact  of
those  conditions on the company's operating results, will depend
on  factors  such  as  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 cutting 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,  including whether an acceptable  maritime  support
program  and proposed amendments to the Shipping Act of 1984  are
enacted.

      Demand  in the trans-Pacific market is dependent on factors
such as the quantity of available import and export cargo in this
market  and  economic conditions in the U.S.  and  other  Pacific
Basin  countries.  The magnitude of the impact on the company  of
any growth or contraction in the trans-Pacific market will depend
on whether and when new vessels ordered by competing carriers are
delivered  and  where  they are ultimately deployed  and  further
vessel  orders, if any, by competing carriers.  Because a  number
of   competing  ocean  carriers  have  placed  orders   for   the
construction  of a significant number of new vessels,  growth  in
capacity   in  the  trans-Pacific  market  is  expected   to   be
significantly greater than growth in demand.
<PAGE>

      Growth in demand in the North America stacktrain market and
demand for automotive shipments will depend on conditions in  the
U.S. and Mexican economies, including the relative values of  the
U.S.  Dollar and the Mexican Peso, and the extent to  which  U.S.
automakers continue to operate in Mexico, among other factors.

      Savings  in operating expenses, if any, in connection  with
the  company's  reengineering program and organizational  changes
will  depend on the ultimate future effectiveness and results  of
those  efforts.  There can be no assurance that the company  will
be  able  to realize these savings, and changes in the timing  of
any anticipated savings by the company, or the failure to realize
some  or  all  of these savings, could materially  and  adversely
affect the company's operating results.

     Other risks and uncertainties include the degree and rate of
market  growth  or  contraction in other markets  served  by  the
company and the company's ability to respond in mitigation of any
contraction or to take advantage of such growth, 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.
The  inability  of  the  company to  negotiate  acceptable  labor
agreements could result in work stoppages, strikes or other labor
difficulties  or  in  higher  labor costs,  which  could  have  a
material adverse affect on the company's operating results.   The
company  has in the past experienced such difficulties and  there
can be no assurance that any such difficulties will not occur  in
the future.

     Also, the company is subject to inherent risks of conducting
business  internationally, including unexpected  changes  in,  or
imposition    of,   legislative   or   regulatory   requirements,
fluctuations  in 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, potentially longer  payment
cycles,  potentially  greater difficulty in  accounts  receivable
collection, potentially adverse taxes and the burden of complying
with  a variety of foreign laws.  In addition, in connection with
its  international operations, the company is subject to  general
geopolitical  risks,  such as political and economic  instability
and changes in diplomatic and trade relationships affecting it or
its customers.

       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.


ITEM  8.    CONSOLIDATED FINANCIAL STATEMENTS  AND  SUPPLEMENTARY
DATA


INDEX TO FINANCIAL STATEMENTS

Report of Management                                        29
Report of Independent Public Accountants                    30
Consolidated Financial Statements
     Statement of Income                                    31
     Balance Sheet                                          32
     Statement of Cash Flows                                33
     Statement of Changes in Stockholders' Equity           34
     Notes to Consolidated Financial Statements          35-51
Financial Statement Schedule
     Schedule II                                            52
<PAGE>
                      REPORT OF MANAGEMENT

To the Stockholders of American President Companies, Ltd.:

      The financial statements have been prepared by the company,
and  we are responsible for their content.  They are prepared  in
accordance with generally accepted accounting principles, and  in
this  regard  we have undertaken to make informed  judgments  and
estimates,  where  necessary, of the expected  effect  of  future
events and transactions.  The other financial information in  the
annual  report  is  consistent  with  that  in  the  consolidated
financial statements.

      The company maintains and depends upon a system of internal
controls designed to provide reasonable assurance that our assets
are  safeguarded,  that transactions are executed  in  accordance
with  management's  intent and the law, and that  the  accounting
records  fairly  and accurately reflect the transactions  of  the
company.  The company has an internal audit program which reviews
the adequacy of the internal controls and compliance with them.

      The  company  engaged Arthur Andersen  LLP  as  independent
public accountants to provide an objective, independent audit  of
our financial statements.

      There is an Audit Committee of the Board of Directors which
is  composed  solely of outside directors.  The  committee  meets
whenever  necessary  to monitor and review with  management,  the
internal  auditors  and the independent public  accountants,  the
company's financial statements and accounting controls.  Both the
independent  public  accountants and the internal  auditors  have
access  to the Audit Committee, without management being present,
to  discuss  internal controls, auditing and financial  reporting
matters.

      To  help  assure  that its affairs are properly  conducted,
management  has  established  policies  regarding  standards   of
corporate  behavior.   The  company  regularly  reminds  its  key
employees  of significant policies and requires them  to  confirm
their compliance.



/s/ Timothy J. Rhein
Timothy J. Rhein
President and Chief Executive Officer



/s/ L. Dale Crandall
L. Dale Crandall
Executive Vice President and
Chief Financial Officer



/s/ William J. Stuebgen
William J. Stuebgen
Vice President, Controller and
Chief Accounting Officer


Oakland, California
February 9, 1996
<PAGE>

               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Stockholders of American President Companies, Ltd.:


      We have audited the accompanying consolidated balance sheet
of  American  President Companies, Ltd. (a Delaware  corporation)
and  subsidiaries as of December 29, 1995 and December 30,  1994,
and the related consolidated statements of income, cash flows and
changes  in stockholders' equity for each of the three  years  in
the period ended December 29, 1995.  These consolidated financial
statements   and  the  schedule  referred  to   below   are   the
responsibility  of the company's management.  Our  responsibility
is   to  express  an  opinion  on  these  consolidated  financial
statements and the schedule based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of  American  President Companies, Ltd. and  subsidiaries  as  of
December 29, 1995 and December 30, 1994, and the results of their
operations  and their cash flows for each of the three  years  in
the  period ended December 29, 1995, in conformity with generally
accepted accounting principles.

      Our audit was made for the purpose of forming an opinion on
the  basic  financial statements taken as a whole.  The  schedule
listed  in  the  index to financial statements is  presented  for
purposes   of   complying  with  the  Securities   and   Exchange
Commission's  rules  and  is not a required  part  of  the  basic
financial statements.  This information has been subjected to the
auditing  procedures applied in our audit of the basic  financial
statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a
whole.



/s/ Arthur Andersen LLP
Arthur Andersen LLP



San Francisco, California
February 9, 1996
<PAGE>
American President Companies, Ltd.

CONSOLIDATED STATEMENT OF INCOME
Year Ended                   December 29    December 30  December 31
(In thousands, except               1995           1994         1993
 per share amounts)
Revenues                       $2,895,982    $2,793,468   $2,606,220
Expenses
Operating, Net of Operating-
  Differential Subsidy          2,589,924     2,486,360    2,299,872
General and Administrative         76,895        77,686       64,281
Depreciation and Amortization     112,418       106,274      109,127
Restructuring Charge               48,372
 Total Expenses                 2,827,609     2,670,320    2,473,280
Operating Income                   68,373       123,148      132,940

Interest Income                    23,098        16,150        6,290
Interest Expense                 (38,318)      (28,994)     (17,663)
Gain on Sale of Investment                                     8,934
Income Before Taxes                53,153       110,304      130,501
Federal, State and Foreign
 Tax Expense                       22,856        36,106       50,392
Net Income                      $  30,297    $   74,198   $   80,109
Less Dividends on 
  Preferred Stock                   3,375         6,750        6,750
Net Income Applicable to
  Common Stock                  $  26,922    $   67,448   $   73,359

Earnings Per Common Share
  Primary                       $    0.95    $     2.38   $     2.65
  Fully Diluted                 $    0.99    $     2.30   $     2.50
Dividends Per Common Share      $    0.40    $     0.40   $     0.30
See notes to consolidated financial statements.
<PAGE>
American President Companies, Ltd.

CONSOLIDATED BALANCE SHEET
                                            December 29  December 30
(In thousands, except share amounts)               1995         1994
ASSETS
Current Assets
Cash and Cash Equivalents                     $  76,564     $ 39,754
Short-Term Investments                           59,086      214,898
Trade and Other Receivables, Net                245,490      280,736
Fuel and Operating Supplies                      40,358       36,549
Prepaid Expenses and Other Current Assets        80,840       37,135
Total Current Assets                            502,338      609,072
Property and Equipment
Ships                                         1,091,991      678,453
Containers, Chassis and Rail Cars               801,274      781,100
Leasehold Improvements and Other                284,850      260,699
Construction in Progress                         25,333      116,845
                                              2,203,448    1,837,097

Accumulated Depreciation and Amortization     (961,971)    (896,802)
Property and Equipment, Net                   1,241,477      940,295
Investments and Other Assets                    134,968      114,590

Total Assets                                 $1,878,783   $1,663,957

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current Liabilities
Current Portion of Long-Term Debt 
  and Capital Leases                         $   11,810   $    4,797
Accounts Payable and Accrued Liabilities        425,378      397,969
Total Current Liabilities                       437,188      402,766
Deferred Income Taxes                           157,480      139,955
Other Liabilities                               127,858      118,603
Long-Term Debt                                  685,954      373,142
Capital Lease Obligations                         1,133       13,108
Total Long-Term Debt and 
  Capital Lease Obligations                     687,087      386,250

Commitments and Contingencies
Redeemable Preferred Stock, $.01 Par Value,
  Stated at $50.00, Authorized-2,000,000 
  Shares Series C, Shares Issued and 
  Outstanding-1,500,000 in 1994                               75,000
Stockholders' Equity
Common Stock $.01 Par Value, Stated at $1.00
  Authorized-60,000,000 Shares
  Shares Issued and Outstanding-25,669,000 in
  1995 and 27,318,000 in 1994                    25,669       27,318
Additional Paid-In Capital                        1,943       70,853
Retained Earnings                               441,558      443,212
Total Stockholders' Equity                      469,170      541,383

Total Liabilities, Redeemable Preferred 
  Stock and Stockholders' Equity             $1,878,783   $1,663,957
See notes to consolidated financial statements.
<PAGE>
American President Companies, Ltd.
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
Year Ended                                     December 29 December 30 December 31
(In thousands)                                        1995        1994        1993
Cash Flows from Operating Activities
<S>                                                <C>        <C>         <C>
Net Income                                         $30,297    $ 74,198    $ 80,109
Adjustments to Reconcile Net Income to Net
 Cash Provided by (Used in) Operating Activities:
  Depreciation and Amortization                    112,418     106,274     109,127
  Noncash Restructuring Charge                      43,510
  Deferred Income Taxes                           (13,134)      14,865       6,633
  Change in Receivables                              4,118    (42,216)    (37,915)
  Issuance of Notes Receivable on Sales
   of Real Estate                                              (7,470)     (4,170)
  Change in Fuel and Operating Supplies            (3,809)     (1,195)       (469)
  Change in Prepaid Expenses and Other
   Current Assets                                  (4,116)       8,335       3,055
  Gain on Sale of Assets                           (5,660)     (5,583)    (17,577)
  Change in Accounts Payable and
   Accrued Liabilities                            (11,456)      18,844      18,543
  Other                                             11,941      10,519      11,285
  Net Cash Provided by Operating Activities        164,109     176,571     168,621
Cash Flows from Investing Activities
Capital Expenditures                             (455,721)   (127,757)   (156,270)
Proceeds from Sale of Long-Term Investment                                  11,310
Proceeds from Sales of Property and Equipment       44,937       9,297       8,955
Purchase of Short-Term Investments                (99,975)   (453,870)
Proceeds from Sales of Short-Term Investments      255,787     238,972      38,846
Transfer from Capital Construction Fund                                      8,843
Deposits to Capital Construction Fund                                      (6,140)
Other                                                2,261       1,649       5,036
  Net Cash Used in Investing Activities          (252,711)   (331,709)    (89,420)
Cash Flows from Financing Activities
Repurchase of Common Stock                       (170,364)
Issuance of Debt                                   339,897     147,348     663,571
Repayments of Capital Lease Obligations            (3,877)     (3,278)   (113,465)
Repayments of Debt                                (28,357)    (24,897)   (634,932)
Dividends Paid                                    (14,359)    (17,651)    (14,725)
Debt Issue Costs                                   (4,980)
Other                                                7,213       9,383      12,841
  Net Cash Provided by (Used in)
   Financing Activities                            125,173     110,905    (86,710)
Effect of Exchange Rate Changes on Cash                239        (66)     (1,273)
  Net Increase (Decrease) in Cash
   and Cash Equivalents                             36,810    (44,299)     (8,782)
Cash and Cash Equivalents at Beginning of Year      39,754      84,053      92,835
Cash and Cash Equivalents at End of Year           $76,564    $ 39,754    $ 84,053
SUPPLEMENTAL DATA:
Cash Paid for:
Interest, Net of Capitalized Interest              $34,570    $ 24,158    $ 26,232
Income Taxes, Net of Refunds                       $31,459    $ 15,848    $ 32,370
Noncash Investing Activities:
Change in Trade Receivables Invested in the
 Capital Construction Fund                         $27,178    $ 37,773
Noncash Financing Activities:
Conversion of Redeemable Preferred Stock           $75,000
</TABLE>
See notes to consolidated financial statements.
<PAGE>
American President Companies, Ltd.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Year Ended                              December 29 December 30 December 31
(In thousands, except share amounts)           1995        1994        1993
Common Stock
Beginning Balance                           $27,318    $ 26,837    $ 13,022
Stock Awards and Options Exercised, Net         390         481         397
Stock Split                                                          13,418
Conversion of Redeemable Preferred Stock      3,962
Repurchase and Retirement of Common Stock   (6,001)
 Ending Balance                              25,669      27,318      26,837
Additional Paid-In Capital
Beginning Balance                            70,853      61,656      62,023
Stock Awards and Options Exercised, Net       6,837       9,197      13,051
Stock Split                                                        (13,418)
Conversion of Redeemable Preferred Stock     71,038
Repurchase and Retirement of Common Stock (146,785)
 Ending Balance                               1,943      70,853      61,656
Retained Earnings
Beginning Balance                           443,212     386,960     322,183
Net Income                                   30,297      74,198      80,109
Cash Dividends
 Common                                    (10,984)    (10,901)     (7,975)
 Series C Redeemable Preferred              (3,375)     (6,750)     (6,750)
Repurchase and Retirement of Common Stock  (17,578)
Other                                          (14)       (295)       (607)
 Ending Balance                             441,558     443,212     386,960
     Total Stockholders' Equity            $469,170    $541,383    $475,453
See notes to consolidated financial statements.
<PAGE>
American President Companies, Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Fiscal Year
      The  consolidated financial statements include the accounts
of  American  President  Companies, Ltd. and  its  majority-owned
subsidiaries  (the  "company"),  after  eliminating  intercompany
accounts and transactions.  The company's fiscal year ends on the
last  Friday  in  December.  The company's 1995 and  1994  fiscal
years were 52 weeks, and the 1993 fiscal year was 53 weeks.

Nature of Operations
       The   company   provides   transportation   services   for
containerized  cargo  in  the  trans-Pacific,  intra-Asia,  Asia-
Europe,  Asia-Latin America and North American markets.   Certain
of  the  services  are  provided  through  alliances  with  other
transportation  companies.   In addition,  the  company  provides
cargo  distribution  and warehousing services  in  the  U.S.  and
freight consolidation services in Mexico, Asia, the Middle  East,
Europe   and   Africa.    The  company  also   provides   freight
deconsolidation services in several U.S. locations and acts as  a
non-vessel operating common carrier in the intra-Asia market  and
from   Asia  to  Europe  and  Australia.   The  company  provides
intermodal transportation and freight brokerage services to North
American  and  international shippers as  well  as  time-critical
cargo  transportation and just-in-time delivery  (principally  to
the  automotive  manufacturing  industry).   These  services  are
provided   through  an  integrated  system  of  rail  and   truck
transportation, the primary element of which is  a  train  system
utilizing double-stack rail cars.  The operations of the  company
in any one country, type of cargo or customer are not significant
in relation to the companyOs overall operations.

      In  late  1995, the company initiated pricing  actions  for
specific  commodities  in specific trade  lanes  in  response  to
competitive  conditions  and loss of market  share  in  its  U.S.
import  market.  Subsequently, competitors and the  company  have
lowered  rates,  and considerable rate instability  in  the  U.S.
import  market  continues to exist.  The company  cannot  predict
whether additional pricing actions may be taken by the company or
its  competitors.  Destabilization of rates, if extensive,  could
have  a  material  adverse  impact  on  carriers,  including  the
company.

Preparation of Financial Statements
      The  preparation of financial statements in conformity with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities at the date of the financial statements
and  the  reported  amounts of revenues and expenses  during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.

Revenues and Expenses
       The   company  recognizes  revenues  on  a  percentage-of-
completion basis and expenses as incurred.  Detention revenue  is
recognized when cash is received.
<PAGE>
Foreign Currency Transactions
      The  company's  primary functional  currency  is  the  U.S.
dollar.    Foreign   entities  translate  monetary   assets   and
liabilities at period-end exchange rates while nonmonetary  items
are  translated at historical rates.  Income and expense accounts
are  translated at the average rates in effect during  the  year.
Net gains or (losses) from changes in exchange rates are included
in Operating Income on the accompanying Consolidated Statement of
Income  and  for  1995, 1994 and 1993 were $(1.7)  million,  $0.5
million and $(1.1) million, respectively.

Cash, Cash Equivalents and Short-Term Investments
      Cash  and  Cash  Equivalents  comprise  cash  balances  and
investments with maturities of three months or less at  the  time
of purchase.  Short-Term Investments consist of commercial paper,
auction  rate preferred stock and other cash instruments and  are
carried at cost, which approximates fair value.

Allowance for Doubtful Accounts
      The  provision for doubtful accounts, included in Operating
Expenses  on the accompanying Consolidated Statement  of  Income,
for 1995, 1994 and 1993 was $14.9 million, $13.2 million and $4.3
million,  respectively.  At December 29, 1995  and  December  30,
1994  the allowance for doubtful accounts, included in Trade  and
Other Receivables on the accompanying Consolidated Balance Sheet,
was $22.5 million and $21.9 million, respectively.

Property and Equipment
     Property and Equipment are recorded at historical cost.  For
assets  financed under capital leases, the present value  of  the
future  minimum  lease  payments  is  recorded  at  the  date  of
acquisition as Property and Equipment with a corresponding amount
recorded  as  a  capital  lease  obligation.   Depreciation   and
amortization  are computed using the straight-line  method  based
upon the following estimated useful lives:

Classification                                 Estimated Useful Life
Ships                                                 15 to 25 Years
Containers, Chassis and Accessories                    5 to 15 Years
Rail Cars                                              5 to 10 Years
Other Property and Equipment                                 Various
Assets Under Capital Lease Arrangements                Term of Lease

      Maintenance  and  repair expenditures  of  $126.3  million,
$117.3 million and $110.3 million have been charged to expense in
1995,  1994  and 1993, respectively, as they were  incurred.   At
December  29, 1995 and December 30, 1994, the balance of deferred
costs  for  major periodic dry dockings and rail  car  overhauls,
which are amortized over two to five years, was $6.3 million  and
$12.6 million, respectively.

Long-Term Investments
      The company has certain investments, long-term deposits and
receivables,  which are included in Investments and Other  Assets
on  the accompanying Consolidated Balance Sheet.  The fair  value
of these assets approximates their carrying value at December 29,
1995.

Software Costs
      Costs  related to internally developed software are charged
to  expense as incurred.  Purchases of major integrated  software
systems  are  capitalized and amortized using  the  straight-line
method over five years.

Capitalized Interest
      Interest  costs  of  $8.4 million, $6.3  million  and  $1.5
million  relating primarily to cash paid for the construction  of
vessels were capitalized in 1995, 1994 and 1993, respectively.
<PAGE>
Insurance Reserves
     The company is self-insured for a significant portion of its
cargo, vessel, and personal injury exposures.  Insurance reserves
are  determined using actuarial estimates.  These  estimates  are
based  on  historical information along with certain  assumptions
about future events.


NOTE 2.   UNITED STATES MARITIME AGREEMENTS AND LEGISLATION

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 expense of vessel  operation
under United States registry.  The ODS amounts for 1995, 1994 and
1993  were  $61.5  million,  $60.8  million  and  $64.7  million,
respectively, and have been included as a reduction of  operating
expenses.

      In June 1992, the Bush Administration announced that no new
ODS  agreements would be entered into and existing ODS agreements
would  be  allowed  to  expire.  The Clinton  Administration  and
Congress  have  been  reviewing U.S. maritime  policy.   Proposed
maritime support legislation introduced in 1994, referred  to  as
the   Maritime   Security  Program,   was   not   enacted.    The
Administration's proposal included a 10-year subsidy program with
up  to  $100  million  in annual payments  to  be  requested  and
appropriated  on a year-to-year basis.  Congress has appropriated
$46  million  in fiscal 1996, or $2.3 million per  vessel.   This
compares  with subsidy of approximately $3.1 million  per  vessel
under  ODS.   Maritime  support  legislation  incorporating   the
Administration's program has recently passed the  U.S.  House  of
Representatives  and  is currently awaiting consideration  before
the  U.S. Senate, but has not yet been approved.  The company  is
not  able to predict whether or when maritime support legislation
will  be  enacted  or what terms such legislation  may  have,  if
enacted.

      While  the company continues to encourage efforts to  enact
maritime support legislation, prospects for passage of a  program
acceptable  to  the  company are unclear.  Accordingly,  in  July
1993,  the company filed applications with MarAd to operate under
foreign flag its six C11-class containerships, delivered  to  the
company in 1995 and January 1996, and to transfer to foreign flag
seven  additional  U.S.-flag containerships in its  trans-Pacific
fleet.  In  1994, MarAd issued a waiver to allow the  company  to
operate its six C11-class vessels under foreign registry  on  the
condition that the vessels be returned to U.S.-flag in the  event
acceptable maritime reform legislation is enacted.  The remaining
application is still pending and no assurances can be given as to
whether or when the authority will be granted.

      Management of the company believes that, in the absence  of
ODS  or  an  equivalent government support program,  it  will  be
generally  no  longer  commercially  viable  to  own  or  operate
containerships  in foreign trade under the U.S. flag  because  of
the   higher  labor  costs  and  the  more  restrictive   design,
maintenance and operating standards applicable to U.S.-flag liner
vessels.    The  company  continues  to  evaluate  its  strategic
alternatives  in  light  of the pending  expiration  of  its  ODS
agreement  and the uncertainties as to whether an acceptable  new
U.S. government maritime support program will be enacted, whether
sufficient  labor  efficiencies  can  be  achieved  through   the
collective   bargaining  process,  and  whether   the   company's
remaining application to flag its vessels under foreign  registry
will  be  approved.  While no assurances can be given, management
of  the  company believes that it will be able to  structure  its
operations  to enable it to continue to operate on a  competitive
basis without direct U.S. government support.
<PAGE>
Capital Construction Fund
      The  company also has an agreement with MarAd  pursuant  to
which  the  company  has established a Capital Construction  Fund
("CCF")  to  which  the  company makes contributions  to  provide
funding  for  certain U.S.-built assets and for the repayment  of
certain  vessel acquisition debt.  In 1995 and 1994, the  company
made  deposits, which were concurrently invested in the company's
trade  accounts  receivable, of $23.3 million and $36.9  million,
respectively, to its CCF.  At December 29, 1995 and December  30,
1994,  the  CCF, consisted of an investment of $71.1 million  and
$40.0  million,  respectively, in the  company's  trade  accounts
receivable and is included in Investments and Other Assets on the
accompanying Consolidated Balance Sheet.

      The  company  receives a federal income tax  deduction  for
deposits  made  to  the  CCF, subject  to  certain  restrictions.
Withdrawals  from  the CCF for investment in vessels  or  related
assets  do  not  give  rise to a tax liability,  but  reduce  the
depreciable  bases  of the assets for income  tax  purposes.   At
December  29, 1995, the total tax basis of assets purchased  with
CCF  funds  was  approximately $44.7 million less than  net  book
value.   Deferred income taxes have been provided for CCF amounts
on deposit or invested in vessels or related equipment.

Shipping Act of 1984
      In  July 1995, legislation was introduced in the U.S. House
of  Representatives that would substantially modify the Shipping,
which,  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.    The
legislation,  which  was not enacted in  1995,  would  have  been
phased  in  during  1997  and  1998  and  would  have  eliminated
government  tariff  filing and enforcement, allowed  confidential
and independent contracts between shippers and ocean carriers and
strengthened  provisions  that prohibit predatory  activities  by
foreign carriers.  The company is unable to predict whether  this
or  other  proposed  legislation will be introduced  in  1996  or
enacted or, whether, if enacted, it will contain terms similar to
those  proposed.  Enactment of legislation modifying the Shipping
Act,  depending  upon its terms, could have  a  material  adverse
impact  on  the  competitive environment  in  which  the  company
operates and on the company's results of operations.


NOTE 3.   RESTRUCTURING CHARGE

      During  the fourth quarter of 1995, the company recorded  a
one-time  charge  of  $48.4 million related  to  the  accelerated
completion  of its reengineering program and other organizational
changes.   The  charge  includes $36.4  million  related  to  the
elimination of approximately 950 positions in company  operations
that  are being reorganized or reduced in size.  Of this  amount,
$4.9  million related to payments to approximately 147  employees
terminated  in the fourth quarter of 1995, when the  acceleration
of  the  company's  reengineering program  began.   Additionally,
equipment  and leasehold improvements totaling $4.6 million  were
written off in the fourth quarter of 1995 for closed offices  and
projects that were eliminated as a result of the acceleration  of
the reengineering program.


NOTE 4.   INCOME TAXES

       The  company  records  income  taxes  in  accordance  with
Statement  of Financial Accounting Standards No. 109, "Accounting
for Income Taxes", which requires the company to compute deferred
taxes  based  upon the amount of taxes payable in  future  years,
after  considering known changes in tax rates and other statutory
provisions that will be in effect in those years.
<PAGE>
      The  reconciliation of the company's effective tax rate  to
the federal statutory tax rate is as follows:

                                             1995       1994       1993
U.S. Federal Statutory Rate                   35%        35%        35%
Increases (Decreases) in Rate Resulting from:
 State Taxes, Net of Federal Benefit           3%         3%         3%
 Effect of Federal Tax Rate Change on 
 Prior Years                                                         2%
 Revisions of Prior Years' Tax Estimate s               (6%)
 Permanent Book/Tax Differences and Other      5%         1%       (1%)
Net Effective Tax Rate                        43%        33%        39%

      The  following is a summary of the company's provision  for
income taxes:

(In thousands)                           1995       1994       1993
Current
 Federal                              $24,798    $20,441    $30,164
 State                                  2,455      2,865      3,291
 Foreign                                8,008      6,746      6,684
                                       35,261     30,052     40,139
Deferred
 Federal                             (11,108)      5,358      7,664
 State                                (1,297)        696      (160)
 Change in Federal Tax Rate                                   2,749
                                     (12,405)      6,054     10,253
Total Provision                       $22,856    $36,106    $50,392

      The  following table shows the tax effect of the  company's
cumulative  temporary differences and carryforwards  included  on
the company's Consolidated Balance Sheet at December 29, 1995 and
December 30, 1994:

(In thousands)                                       1995       1994
Excess of Tax Over Book Depreciation            $(128,147)  $(111,613)
Tax Deductions for CCF Deposits in Excess of 
  Book Depreciation of CCF Assets                 (39,734)    (48,756)
Net  Tax  Deduction for Rent Differential 
  on Capital Leases                               (28,190)    (26,879)
Pension and Postretirement Benefits                23,297       20,692
Excess Insurance Reserves Over Claims Paid         18,566       20,340
Restructuring Charge Accrual                       16,379
Allowance for Doubtful Accounts                     8,998        8,664
Accrued Liabilities                                 6,024        6,440
Other                                               6,700        1,871
Total Net Deferred Tax Liability                $(116,107)  $(129,241)

      The  amount  of  deferred  tax assets  and  liabilities  at
December 29, 1995 and December 30, 1994 were as follows:

(In thousands)                                       1995       1994
Deferred Tax Assets                             $  85,032   $ 67,339
Deferred Tax Liabilities                        (201,139)  (196,580)
Total Net Deferred Tax Liability                (116,107)  (129,241)
Less Net Current Deferred Tax Asset              (41,373)   (10,714)
Deferred Income Taxes                          $(157,480) $(139,955)

      The  net current deferred tax asset is included in  Prepaid
Expenses   and   Other   Current  Assets  on   the   accompanying
Consolidated Balance Sheet.
<PAGE>

NOTE 5.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

      Accounts  Payable and Accrued Liabilities at  December  29,
1995 and December 30, 1994 were as follows:

(In thousands)                                       1995       1994
Accounts Payable                                $  58,144   $ 54,009
Accrued Liabilities                               243,228    259,933
Current Portion of Insurance Claims                19,564     24,468
Income Taxes                                        5,855      2,883
Unearned Revenue                                   59,722     56,676
Restructuring Charge                               38,865
Total Accounts Payable and Accrued Liabilities  $ 425,378   $397,969


NOTE 6.   LONG-TERM DEBT

      Long-term debt at December 29, 1995 and December  30,  1994
consisted of the following:

(In thousands)                                          1995       1994
Vessel Mortgage Notes Due Through 2007 (1)             $ 338,044
8% Senior Debentures $150 Million Face Amount,
 Due on January 15, 2024 (2)                             147,169   $147,144
7 1/8% Senior Notes $150 Million Face Amount,
 Due on November 15, 2003 (2)                            148,227    148,065
Series I 8% Vessel Mortgage Bonds, Due Through 1997 (3)   33,353     57,176
8% Refunding Revenue Bonds, Due on November 1, 2009 (4)   12,000     12,000
Other                                                      7,161      9,842
Total Debt                                               685,954    374,227
Current Portion                                                     (1,085)
Long-Term Debt                                         $ 685,954   $373,142

(1)In 1995, the company took delivery of five of the six new C11-
   class  vessels.  To finance a portion of the purchase of these
   vessels,  the  company  borrowed  approximately  $340  million
   under  a loan agreement with European banks pursuant to vessel
   mortgage notes due through 2007.  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,
   which  had a net book value of $437.2 million at December  29,
   1995.
<PAGE>   
   In   1995,  the  company  entered  into  interest  rate   swap
   agreements  on  three  of the vessel  mortgage  notes  with  a
   notional  amount  of $213.7 million to exchange  the  variable
   interest  rates  on certain of the vessel mortgage  notes  for
   fixed  rates  for  periods of 10 and 12  years.   The  current
   variable  interest  rates for all the  vessel  mortgage  notes
   range  between  6.615% and 6.84%.  As a result of  the  swaps,
   the  effective interest rates range between 6.81%  and  7.531%
   for  the  first  five years after inception,  and  6.935%  and
   7.656% for the remaining terms of the swaps.  Net payments  or
   receipts  under  the agreements will be included  in  interest
   expense.   The  company  is exposed to credit  losses  in  the
   event  of counterparty nonperformance, but does not anticipate
   any  such  losses.   Based on quoted dealer prices,  immediate
   termination of the interest rate swaps would result in a  loss
   of approximately $6.0 million.

(2)Pursuant to a shelf registration statement 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 $1.8  million
   and  $1.9 million at December 29, 1995 and December 30,  1994,
   respectively.    The  Senior  Debentures  had   an   effective
   interest rate of 8.172%, and an unamortized discount  of  $2.8
   million  and  $2.9 million at December 29, 1995  and  December
   30,  1994,  respectively.  Fair value of the Senior Notes  and
   Senior  Debentures  was approximately $152  million  and  $151
   million,  respectively, at December 29, 1995 based  on  quoted
   dealer prices for similar issues.

(3)Principal  payments  are due in equal semiannual  installments
   totaling  $23.8 million per year.  The company has the  option
   to  issue  Series  II  Bonds  due sequentially  in  semiannual
   payments at the end of the term of the Series I Bonds in  lieu
   of  up  to three of the remaining cash payments, which it  has
   not  yet exercised.  Principal amounts are classified as long-
   term  debt  based on the company's ability to issue Series  II
   Bonds in lieu of the remaining semiannual cash payments.   The
   bonds  issued under this loan agreement are collateralized  by
   the  five  C10-class vessels, which had a net  book  value  of
   $168  million at December 29, 1995.  Fair value of  this  debt
   is  approximately $48 million at December 29, 1995 assuming  a
   current interest rate of 6.15%.

(4)The  Bonds  are redeemable on or after November 1, 1999  at  a
   redemption price of 102% of the principal amount, reducing  to
   100% of the principal amount on or after November 1, 2001.

      Carrying  value  of significant issues of  long-term  debt,
other   than  the  Series  I  Bonds,  Senior  Notes  and   Senior
Debentures, approximates fair value because the interest rates on
outstanding debt approximate current interest rates that would be
offered to the company for similar debt.

      Principal  payments scheduled on long-term debt during  the
next  five  years, assuming the company exercises its options  to
defer  payments on the Vessel Mortgage Notes and Series I  Bonds,
are as follows:

         (In thousands)
          1996                            $      0
          1997                              26,243
          1998                              35,234
          1999                              22,672
          2000                              24,488
<PAGE>
      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, as amended  in  1995,
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 7.   LEASES

      The  company leases equipment under capital leases expiring
in  one  to  five years.  Assets under capital lease included  in
Property  and Equipment on the accompanying Consolidated  Balance
Sheet at December 29, 1995 and December 30, 1994 are as follows:

(In thousands)                                      1995        1994
Containers, Chassis and Rail Cars              $  37,982    $ 38,003
Other Property and Equipment                         938         938
                                                  38,920      38,941
Accumulated Depreciation                        (36,578)    (32,955)
Total                                          $   2,342    $  5,986

     The following is a schedule of future minimum lease payments
required   under   the  company's  leases   that   have   initial
noncancelable terms in excess of one year at December 29, 1995:

                                              Capital      Operating
(In thousands)                                 Leases         Leases
1996                                         $ 12,543       $222,427
1997                                              414        124,072
1998                                              414        113,149
1999                                              414        100,915
2000                                               45         91,918
Later Years                                                1,468,278
Total Minimum Payments Required              $ 13,830     $2,120,759
Amount Representing Interest                    (887)
Present Value of Minimum Lease Payments        12,943
Current Portion                              (11,810)
Long-Term Portion                            $  1,133

      The  above  schedule of operating leases  includes  minimum
payments  under  30  year leases for terminal facilities  in  Los
Angeles  and  Seattle,  which are scheduled  for  occupancy  upon
completion of construction in 1997.

      Total  rental  expense for operating leases and  short-term
rentals was $328.2 million, $334.3 million and $289.5 million  in
1995, 1994 and 1993, respectively.
<PAGE>

NOTE 8.   EMPLOYEE BENEFIT PLANS

Pension Plans
      The company has defined benefit pension plans covering most
of its employees, which generally call for benefits to be paid to
eligible  employees  at retirement based  on  years  of  credited
service and average monthly compensation during the five years of
employment  with the highest rate of pay.  The company's  general
policy  is  to  fund pension costs at no less than the  statutory
requirement.  Certain non-qualified plans are secured  through  a
grantor trust.  The investment in this trust at December 29, 1995
was $16.6 million and is included in Investments and Other Assets
on  the accompanying Consolidated Balance Sheet.  The investments
in  the  trust consist of life insurance policies and other  cash
instruments, which are carried at fair value.

      The  following table sets forth the pension  plans'  funded
status  and  amounts recognized in the accompanying  Consolidated
Balance Sheet at December 29, 1995 and December 30, 1994:


                                     1995                1994
                              Assets in   Accumulated  Assets in   Accumulated
                              Excess of      Benefits  Excess of      Benefits
                              Accumulated   in Excess  Accumulated   in Excess
(In thousands)                Benefits      of Assets  Benefits      of Assets
Actuarial Present Value of:
  Vested Benefit Obligation     $(108,061) $ (10,149)  $ (94,408)   $ (8,082)
  Accumulated Benefit Obligation (116,458)   (10,932)   (103,079)     (8,837)
Actuarial Present Value of
  Projected Benefit Obligation  $(161,224) $ (17,922)  $(139,993)   $ (13,252)
Plan Assets at Fair Value          152,169        765     131,590
Funded Status                      (9,055)   (17,157)     (8,403)     (13,252)
Unrecognized Net Loss (Gain)        10,438        330      15,422      (1,631)
Unrecognized Prior Service
 (Credit) Cost                    (14,998)      3,528    (16,049)        3,915
Unrecognized Transition
 (Asset) Obligation                (8,850)        829     (9,940)          829
Net Pension Liability           $ (22,465) $ (12,470)  $ (18,970)   $ (10,139)

      The  following  assumptions were made  in  determining  the
company's net pension liability:

(Weighted Average of All Plans)           1995      1994        1993
Discount Rate                             7.5%      7.9%        7.1%
Rate of Increase in Compensation Levels   5.2%      5.2%        5.2%
Expected Long-Term Rate of Return
 on Plan Assets                           8.2%      8.2%        8.2%

     Net pension cost related to the company's pension plans
included the following components:

(In thousands)                            1995       1994       1993
Service Cost                          $  8,333    $ 9,144    $ 7,858
Interest Cost on Projected
 Benefit Obligation                     12,357     11,228     10,138
Actual Return on Plan Assets          (25,019)        414   (14,354)
Net Amortization and Deferral           12,648   (12,971)      2,453
Net Pension Cost                      $  8,319    $ 7,815    $ 6,095
<PAGE>
      The  company  also participates in collectively  bargained,
multi-employer plans that provide pension and other  benefits  to
certain union employees.  The company contributed $5.8 million in
1995,  $5.3  million in 1994, and $5.2 million in  1993  to  such
plans.  These contributions are determined in accordance with the
provisions of negotiated labor contracts and generally are  based
on  the  number  of  hours worked and are expensed  as  incurred.
Under  certain of the multi-employer pension plans in  which  the
company  participates, the company has withdrawal liabilities  of
$12.5  million for unfunded vested benefits at December 31, 1994,
the  latest valuation date.  However, the company has no  present
intention of withdrawing from the plans, nor has the company been
informed  that  there  is any intention to terminate  the  plans.
There   are   no   other   significant   withdrawal   liabilities
attributable to the company for multi-employer pension plans.

Postretirement Benefits Other than Pensions
     The company shares the cost of its health care benefits with
the  majority  of  its domestic shoreside retired  employees  and
recognizes  the cost of providing health care and other  benefits
to retirees over the term of employee service.

       Postretirement   benefit   costs   in   the   accompanying
Consolidated Statement of Income were as follows:
(In thousands)                            1995       1994       1993
Interest Cost                         $  1,266    $ 1,380    $ 1,573
Service Cost                               795      1,117      1,033
Amortization of Gains                    (477)      (117)      (117)
Total Postretirement Benefit Cost     $  1,584    $ 2,380    $ 2,489

      The  following table sets forth the postretirement  benefit
obligation  recognized in the accompanying  Consolidated  Balance
Sheet at December 29, 1995 and December 30, 1994:

(In thousands)                                     1995     1994
Accumulated Postretirement Benefit Obligation
Retirees                                        $ 7,489   $6,975
Active Employees - Fully Eligible                   604      462
Active Employees - Not Fully Eligible             8,483    7,925
Unrecognized Net Gain                             7,505    7,671
Unamortized Prior Service Cost                    1,834    1,952
Total                                           $25,915  $24,985

      The  expected cost of the company's postretirement benefits
is  assumed to increase at an annual rate of 9.3% in 1996.   This
rate is assumed to decline approximately 1% per year to 5% in the
year  1999  and  remain level thereafter.  The health  care  cost
trend  rate  assumption has a significant impact on  the  amounts
reported.   An  increase in the rate of 1%  in  each  year  would
increase  the  accumulated postretirement benefit  obligation  at
December  29,  1995  by  $2.7 million and the  aggregate  of  the
service and interest cost for 1995 by $0.5 million.  The weighted
average   discount  rate  used  to  determine   the   accumulated
postretirement benefit obligation was 7.5%.  The company has  not
funded the liability for these benefits.

Profit-Sharing Plans
      The  company has defined contribution profit-sharing  plans
covering  certain non-union employees.  Under the terms of  these
plans,  the  company  has  agreed to make matching  contributions
equal  to  those  made by the participating  employees  up  to  a
maximum  of  6%  of each employee's base salary.   The  company's
total contributions to the plans amount to $6.3 million for  1995
and 1994, and $6.0 million for 1993.
<PAGE>

NOTE 9.   REDEEMABLE PREFERRED STOCK

      On July 14, 1995, the company issued a notice of redemption
for  all  $75  million of its 9% Series C Cumulative  Convertible
Preferred Stock ("Series C Preferred Stock").  On July 28,  1995,
at the election of the holders, the 1,500,000 shares of Series  C
Preferred  Stock were converted into 3,961,498 shares  of  common
stock, or 2.641 shares of common stock for each share of Series C
Preferred Stock (a conversion price of $18.93 per share of common
stock).


NOTE 10.  STOCKHOLDERS' EQUITY

Common Stock Repurchase
      On  July  21,  1995, the Board of Directors authorized  the
repurchase  of  up  to 6 million shares of the  company's  common
stock.   On  August  8, 1995, the company repurchased  2  million
shares from the former holders of the Series C Preferred Stock at
a purchase price of $27 per share.  In addition, on September 18,
1995,  the company repurchased 2,820,499 shares through  a  Dutch
Auction  self-tender offer at a purchase price of $30 per  share,
plus  expenses.  The company repurchased an additional  1,180,000
shares of its common stock through open market transactions at an
average  price  of  $25.81  per share, plus  expenses,  which  on
October  25,  1995, completed the repurchase  of  the  6  million
shares  authorized.  All repurchased shares  were  retired.   The
excess  of the purchase price of the common stock over its stated
value  has  been  reflected as a decrease in  Additional  Paid-In
Capital  and  Retained Earnings on the accompanying  Consolidated
Balance Sheet.

Earnings Per Common Share
      For  the years presented, primary earnings per common share
were  computed by dividing net income, reduced by the  amount  of
preferred  stock  dividends, by the weighted  average  number  of
common shares and common equivalent shares outstanding during the
year.  Common equivalent shares consist of stock options granted.
Fully  diluted earnings per common share were computed  based  on
the assumption that the Series C Preferred Stock was converted at
the  beginning of the year.  The number of shares used  in  these
computations was as follows:

Weighted Average Number of Common and Common Equivalent Shares
(In millions)                                   1995    1994    1993
Primary                                         28.2    28.3    27.7
Fully Diluted                                   30.6    32.3    32.1

Supplementary Earnings Per Common Share Data
     On July 28, 1995, the Series C Preferred Stock was converted
into  3,961,498  shares  of  common stock.   The  effect  of  the
conversion of the Series C Preferred Stock on primary  and  fully
diluted  earnings per share, assuming the conversion occurred  at
the beginning of each year, is as follows:

                                                1995    1994    1993
Primary Earnings per Common Share
As Stated                                      $0.95  $ 2.38   $2.65
Assuming Shares Converted at
 the Beginning of the Period                   $0.99  $ 2.30   $2.53
Fully Diluted Earnings per Common Share
As Stated (1)                                  $0.99  $ 2.30   $2.50
Assuming Shares Converted at
 the Beginning of the Period                   $0.99  $ 2.30   $2.50
<PAGE>
(1)Fully  diluted  earnings per share "As  Stated"  reflects  the
   conversion  of  the Series C Preferred Stock  as  though  such
   conversion occurred at the beginning of each period.

Stockholder Rights Plan
      The  company's stockholder rights agreement  provides  that
rights  become exercisable when a person acquires 20% or more  of
the  companyOs  common stock or announces a  tender  offer  which
would  result  in the ownership of 20% or more of  the  companyOs
common  stock, or if a person who has been declared "adverse"  by
the  independent  directors of the company  exceeds  a  threshold
stock  ownership established by the Board, which may not be  less
than 10%.  The rights will be attached to all common stock.  Once
exercisable, each right entitles its holder to purchase two  one-
hundredths  of  a share ("unit") of Series A Junior Participating
Preferred Stock at a purchase price of $130 per unit, subject  to
adjustment.

      Upon  the  occurrence of certain other  events  related  to
changes  in  the  ownership of the company's  outstanding  common
stock,  each  holder  of a right would be  entitled  to  purchase
shares   of   the   company's  common  stock  or   an   acquiring
corporation's common stock having a market value of two times the
exercise  value  of  the  right.   Rights  that  are,  or   were,
beneficially owned by an acquiring or adverse person will be null
and  void.   In addition, the Board of Directors may, in  certain
circumstances, require the exchange of each outstanding right for
common  stock  or other consideration with a value equal  to  the
exercise  price of the rights.  The company has reserved  500,000
shares  of preferred stock for issuance pursuant to the  exercise
of the rights in the future.  The rights expire November 29, 1998
and,  subject to certain conditions, may be redeemed by the Board
of Directors at any time at a price of $0.025 per right.

Stock Incentive Plans
      The  Compensation  Committee  of  the  Board  of  Directors
approved  stock  option  grants under the  company's  1989  Stock
Incentive  Plan  (the "Plan") for shares of the company's  common
stock  beginning  in July 1993 to key employees of  the  company.
The  options  have an exercise price of the greater of  the  fair
market  value  on the date of grant or $22.38 per share,  a  term
expiring July 26, 2003 and vest between 1996 and 2002 based  upon
the   achievement  of  stock  price  appreciation  targets.   The
percentage of the options that vest during specified time periods
will  depend on the amount of stock price appreciation  in  those
time  periods.  In 1998, the options will vest as to 60%  of  the
covered  shares if not otherwise vested, and in 2002, the options
will vest as to the remaining 40% if not otherwise vested.

       Previous  stock  option  grants  under  the  Plan   become
exercisable in three to four equal annual installments commencing
one  year  after  grant.  The Plan also provides  for  awards  of
restricted  shares  of  common stock to officers  and  other  key
employees.   All  restricted shares were vested at  December  29,
1995.
<PAGE>
      The  1992  Directors  Stock Option Plan  provides  for  the
granting  of options to purchase shares of common stock  to  non-
employee  members  of  the  company's Board  of  Directors.   The
aggregate number of options which may be granted under this  plan
is   200,000.    Options  become  exercisable  in   three   equal
installments  on the first three anniversaries  of  the  date  of
grant.

      In  1995, the Board of Directors adopted the companyOs 1995
Stock  Bonus  Plan  ("Stock Bonus Plan").  The Stock  Bonus  Plan
permits  executives  and  key  employees,  as  selected  by   the
Compensation Committee of the Board of Directors, to receive  all
or part of their bonuses in the form of shares of common stock or
phantom shares.  In addition, non-employee directors may elect to
receive all or part of their annual retainers and/or meeting fees
in  the  form  of  shares  of  common stock  or  phantom  shares.
Participants  receive a premium in the form of additional  shares
equal  to  17.6%  which vest over a two year period.   The  Stock
Bonus Plan is effective for amounts payable in 1996.

      The following is a summary of the transactions in the plans
during 1995:

                                       Stock Options        Restricted Shares
                                                Average
                                      Shares      Price
Outstanding  at December 30, 1994   4,920,871    $ 19.63                3,000
Granted                               292,447      23.32
Exercised                           (390,932)      13.68
Vested                                                                (3,000)
Canceled                            (373,373)      22.29
Outstanding  at December 29, 1995   4,449,013    $ 20.17                    0
Exercisable  at  December 29, 1995  1,219,624    $ 14.29
Exercised in 1994                     516,614    $ 12.07
Exercised in 1993                     833,834    $ 11.54

      At  December  29,  1995,  a total of  983,862  shares  were
available  for future grants of stock options, restricted  shares
and stock units under these plans.


NOTE 11.  COMMITMENTS AND CONTINGENCIES

Commitments

Ship Purchases and Ship Management
     The company took delivery of and made final payments on five
C11-class vessels in 1995 and one C11-class vessel in 1996, built
pursuant  to  construction contracts with  Howaldtswerke-Deutsche
Werft AG, of Germany and Daewoo Shipbuilding and Heavy Machinery,
Ltd., of Korea.  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.   In
connection  with the construction and purchase of the ships  from
HDW,  the company entered into foreign currency contracts to  buy
Deutsche  marks to lock in the U.S. dollar cost of the  Deutsche-
mark  denominated price of the vessels.  Gains or losses on these
contracts were recognized as adjustments to the cost basis of the
ships when the related payments were made.  At December 29, 1995,
all contracts were settled.

      On January 5, 1995, the company and Columbia Shipmanagement
Ltd.,  a  Cyprus company ("Columbia"), entered into an  agreement
under   which   Columbia  would  provide  crewing,   maintenance,
operations and insurance for the company's six C11-class  vessels
for  a  per diem fee per vessel.  The agreement may be terminated
at any time by either party with notice.
<PAGE>
Alliances
      Since 1991, the company and Orient Overseas Container  Line
("OOCL")  have  been  parties  to  agreements  enabling  them  to
exchange  vessel  space  and coordinate vessel  sailings  through
2005.   These  agreements permit both companies to  offer  faster
transit  times and more frequent sailings between key markets  in
Asia  and the U.S. West Coast, and to share terminals and several
feeder  operations within Asia.  In September 1994, the  company,
Mitsui  OSK  Lines, Ltd.("MOL"), and OOCL signed an agreement  to
exchange  vessel space, coordinate vessel sailings and  cooperate
in   the   use  of  port  terminals  and  equipment   for   ocean
transportation services in the Asia-U.S. West Coast trade through
2005.   The  carriers commenced service under this  agreement  in
January  1996.   The agreement between the company  and  OOCL  is
suspended so long as the agreement between the company, OOCL  and
MOL is in effect.

      The  three  carriers and Nedlloyd Lines  B.V.  ("NLL")  are
parties  to  a  separate  agreement  to  exchange  vessel  space,
coordinate  vessel  sailings and cooperate in  the  use  of  port
terminals and equipment in an all-water service in the Asia-Latin
America  trade  for a minimum of three years.  The four  carriers
initiated service under this agreement in March 1995.

      Additionally, the four carriers and Malaysian International
Shipping  Corporation BHD have an agreement  to  exchange  vessel
space,  coordinate vessel sailings and cooperate in  the  use  of
port terminals and equipment for ocean transportation services in
the Asia-Europe trade through 2001, with early termination rights
upon six months notice to the other parties beginning January  1,
1998.   The  carriers commenced service under  the  agreement  in
January 1996.  The company entered the Asia-Europe trade in March
1995 by chartering vessel space through MOL.

      Under the alliance agreements, alliance partners contribute
and  are allocated vessel space, which may be adjusted from  time
to  time.   The  agreements  provide  for,  among  other  things,
settlement  of the difference between the value of  vessel  space
provided  by each partner and the value of vessel space available
to  that partner, at specified vessel costs per TEU per day.  The
value of vessel space provided by the company to the alliances is
less than the value of the total capacity allocated to it through
the  alliances, resulting in an annual net cash payment from  the
company  to  its alliance partners.  The amount paid to  alliance
partners  was $45 million in 1995, and is currently estimated  to
be  $32  million  in  1996.   Agreements  covering  terminal  and
equipment  sharing  among the alliance  partners  have  not  been
finalized, and the commitment of the alliance partners, including
the  company,  for  these services cannot be determined  at  this
time.

      In September 1995, the company sold a construction contract
for  three K10-class vessels, which it had entered into in  1993,
and  recognized  a pretax gain of $1.6 million.   In  conjunction
with  the  sale, the company, MOL, OOCL and NLL, formed  a  joint
venture  company, in which their respective shares are each  25%,
and  agreed  to  charter back these vessels, when delivered,  for
seven years for use in the Asia-Europe trade.  Prior to the  sale
of  the construction contract, the company made progress payments
of  $30  million  for these vessels, including  payments  of  $12
million in 1995, for which it received reimbursement.
<PAGE>
      In October 1995, the company and Matson Navigation Company,
Inc. ("Matson") signed an agreement for a 10-year alliance, which
commenced  in  February 1996.  Pursuant  to  the  terms  of  this
alliance,  the  company sold Matson six of its ships  (three  C9-
class  vessels  and three C8-class vessels) and  certain  of  its
assets  in Guam for approximately $163 million in cash.   One  of
the  ships  was sold in December 1995 and resulted in a  gain  of
$2.4  million.  The remaining five vessels were sold  in  January
1996.   Four  of  these  vessels, together with  a  fifth  Matson
vessel, are being used in the alliance.  The net gain on the sale
of  the four vessels used in the alliance and the assets in Guam,
after deducting costs associated with the agreement, is estimated
to be $6 million, and will be deferred and amortized over the 10-
year  term  of the alliance.  Matson is operating the vessels  in
the  alliance,  which serves the U.S. West Coast,  Hawaii,  Guam,
Korea  and  Japan,  and  has  the use of  substantially  all  the
westbound capacity.  The company has the use of substantially all
the  vessels' eastbound capacity.  The gain on the  sale  of  the
fifth vessel was $1.6 million.

Facilities, Equipment and Services
      The company had outstanding purchase commitments to acquire
cranes, facilities, equipment and services totaling $72.9 million
at  December  29, 1995.  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  December 29,  1995,  the  company  had
outstanding  letters  of  credit totaling  $27.3  million,  which
guarantee  the  company's  performance  under  certain   of   its
commitments.

      In  June  1995, the company and Burlington Motor  Carriers,
Inc.  ("BMC")  signed  an agreement whereby  the  company's  U.S.
trucking  operations,  including  related  employees  and  leased
equipment   and   facilities,  were   transferred   to   BMC   in
consideration of the sublease by BMC (and, in certain  instances,
a  third  party) of such equipment and facilities.  In connection
with  the  transfer, the company entered into a service agreement
with  BMC,  expiring  in  December 1997, whereby  BMC  agreed  to
provide  trucking services to the company and the company  agreed
to  provide certain minimum cargo volumes to BMC through  October
1,  1997.  The transaction did not have a material effect on  the
company's  other  operations or operating results.   In  December
1995, Burlington Motor Holdings, Inc., the parent company of BMC,
filed  a  petition  seeking protection from its  creditors  under
Chapter  11  of the U.S. Bankruptcy laws.  The company  currently
cannot  assess  the  impact  of  this  filing,  if  any,  on  its
operations, but does not expect the impact to be material.

Employment Agreements
      The  company  has entered into employment  agreements  with
certain  of  its executive 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 $13.4 million at December 29, 1995.

      Certain  of the company's collective bargaining  agreements
covering seagoing and shoreside unions in the U.S. expire in June
and July 1996.  The company currently expects that new agreements
will  be  negotiated  with the respective  unions  prior  to  the
expiration  of the current contracts, although no assurances  can
be given to that effect.  Failure to reach agreement with a union
on an acceptable labor contract could result in a strike or other
labor difficulties, which could have a material adverse effect on
the company's operating results.
<PAGE>
Contingencies
      In  October  1995, Lykes Steamship Company, Inc.  ("Lykes")
filed  a  petition  seeking protection from its  creditors  under
Chapter  11 of the U.S. Bankruptcy laws.  At present, the company
charters its four L9-class vessels from Lykes under charters that
expire  in  early  1996.  The L9-class vessels are  used  in  the
company's  West  Asia/Middle  East  service.   In  addition,  the
company  charters to Lykes three of its Pacesetter vessels  under
charters   that  also  expire  in  early  1996.   The   potential
consequences  of Lykes' petition on the company's operations  and
financial condition, and possible steps the company may  take  to
mitigate  any  resulting adverse effects, are being evaluated  by
management.   The  company is currently  unable  to  predict  the
extent of such consequences.

      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 12.  BUSINESS SEGMENT INFORMATION

      The  company provides container transportation services  in
North  America,  Asia and the Middle East through  an  intermodal
system  combining  ocean,  rail  and  truck  transportation.   In
addition, the company was engaged in real estate operations until
1994, when its remaining real estate holdings were sold.

(In millions)                              1995       1994        1993
Revenues
Transportation                        $ 2,896.0   $2,777.3   $ 2,590.2
Real Estate                                           16.2        16.0
Total                                 $ 2,896.0   $2,793.5   $ 2,606.2
Operating Income
Transportation                        $    68.4   $  114.2   $   122.9
Real Estate                                            9.0        10.0
Total                                 $    68.4   $  123.2   $   132.9

Identifiable Assets
Transportation                        $ 1,877.6   $1,658.0   $ 1,442.0
Real Estate                                 1.2        6.0        12.4
Total                                 $ 1,878.8   $1,664.0   $ 1,454.4

      Depreciation expense and capital expenditures were  related
only to transportation operations in 1995, 1994 and 1993.
<PAGE>
       The   following  table  shows  the  percentage  of   ocean
transportation revenues by country:

                      1995               1994               1993
               Origin Destination Origin Destination Origin Destination
United States   27%      41%       26%      44%       27%       44%
Hong Kong        13        5        14        4        12         4
People's Republic
 of China        10        3        10        3         8         1
Japan             8       10         9       11        10        12
Taiwan            8        3         9        3         9         4
India             5        3         5        2         5         3
Korea             4        3         4        3         5         2
Indonesia         4        2         4        1         4         1
Philippines       4        3         3        3         4         2
Other            17       27        16       26        16        27

     Operating income, net income and identifiable assets cannot
be allocated on a geographic basis due to the nature of the
companyOs business.


NOTE 13.  QUARTERLY RESULTS (Unaudited)

(In millions, except per share amounts)
<TABLE>
<CAPTION>
                                     1995                        1994
Quarter                 December September    June    April December September     July    April
Ended                         29        22      30        7       30        23        1        8
<S>                      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>
Revenues                 $ 769.9  $ 711.1  $ 674.3  $ 740.7  $ 764.7   $ 672.1  $ 653.6  $ 703.1
Operating Income (Loss)                                                  
Transportation            (13.4)     53.5     24.7      3.6     34.3      37.2     26.1     16.6
Real Estate                                                                         6.4      2.6
Total Operating                                                          
 Income (Loss) (1),(2)    (13.4)     53.5     24.7      3.6     34.3      37.2     32.5     19.2
Income (Loss)Before Taxes (21.3)     49.8     23.0      1.7     32.2      34.0     28.8     15.3
Net Income (Loss)       $ (15.9)  $  30.9  $  14.2  $   1.1   $ 22.5   $  22.5  $  19.0  $  10.2
Earnings (Loss)
 Per Common Share
Primary                 $(0.61)   $  1.02  $  0.45  $(0.02)   $ 0.74   $  0.74  $  0.62  $  0.30
Fully Diluted           $(0.61)   $  0.97  $  0.44  $(0.02)   $ 0.69   $  0.70  $  0.60  $  0.30
Cash Dividends                                                                        
 Per Common Share       $  0.10   $  0.10  $  0.10  $  0.10   $ 0.10   $  0.10  $  0.10  $  0.10
Market Price
 Per Common Share
High                    $29 3/4   $31 1/2  $24 3/8  $24 1/4  $26 7/8   $27 1/8  $23 1/8  $34
Low                      22 1/4    23 1/2   22 1/4   21 1/8   21 1/4    20 7/8   19       22 1/8
</TABLE>
(1)Collections  of  detention charges related  to  the  company's
   containers  used  to  transport Operation Desert  Storm  cargo
   contributed $0.7 million, $0.5 million, $0.7 million and  $8.3
   million to Operating Income for the fourth, third, second  and
   first quarters of 1994, respectively.

(2)In  the  fourth  quarter  of  1995,  the  company  recorded  a
   restructuring  charge of $48.4 million. Additionally,  in  the
   fourth  and  third  quarters  of 1995,  the  company  received
   liquidated  damages from the delayed delivery of  two  of  its
   C11-class   vessels   of   $2  million   and   $3.5   million,
   respectively,  and sold ships for gains of  $2.5  million  and
   $3.7 million, respectively.
<PAGE>

            SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS


(In thousands)



Description     Balance at Charged To   Charged To  Deductions-   Balance at
                 Beginning   Cost and        Other  Describe (1)  End of Year
                   of Year    Expense    Accounts-
                                     Describe (2)
                                        
                                      
Allowance for Doubtful Accounts    
                                     
                                    
December 29, 1995  $21,908     14,937                   (14,314)     $22,531

December 30, 1994  $10,359     13,217        2,295       (3,963)     $21,908

December 31, 1993  $13,237      4,324        (764)       (6,438)     $10,359


(1)Uncollectible receivables written off, net of recoveries.
(2)Reclassifications from/(to) other Balance Sheet accounts.
<PAGE>

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                             PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The  information  with  respect to  Directors  and  certain
executive  officers of the company appearing  under  the  caption
"Election of Directors - Information With Respect to Nominees and
Directors"  and  in  footnote  2  on  page  6  in  the  company's
definitive proxy statement for the annual meeting of stockholders
to  be  held on April 30, 1996 is hereby incorporated  herein  by
reference.

The  following sets forth certain information with respect to the
remaining executive officers of the company:

John G. Burgess, age 51, was elected Executive Vice President  of
the  company  in May 1995.  He has also served as Executive  Vice
President  of  American  President  Lines,  Ltd.  ("APL")   since
December  1992.   Prior  to  that, he served  as  Executive  Vice
President  and  Chief  Operating Officer APL  from  May  1990  to
November 1992.

Maryellen  B.  Cattani,  age  52,  was  elected  Executive   Vice
President  of the company in March 1995.  She has also served  as
General Counsel and Secretary of the company since July 1991  and
as  a  Senior Vice President from July 1991 to March 1995.  Prior
to  joining  the company, she was a partner in the  law  firm  of
Morrison & Foerster from 1989 to 1991.

L.  Dale  Crandall, age 54, was elected Executive Vice  President
and  Chief  Financial Officer of the company in  March  1995  and
Treasurer  of the company in September 1995.  Prior to that,  Mr.
Crandall  was  managing partner of Price Waterhouse  Los  Angeles
office since 1990.

Michael Diaz, age 47, was elected Executive Vice President of the
company  in  May  1995.   He has also served  as  Executive  Vice
President  of APL since December 1992.  Prior to that, he  served
as  President, Asia Division of APL from August 1992 to  November
1992, and Executive Vice President and Chief Operating Officer of
APL Land Transport Services, Inc. from July 1990 to July 1992.

Michael  Goh,  age 46, was elected Senior Vice President  of  the
company  in March 1996.  Prior to that, he served as Senior  Vice
President of APL from January 1996 and in various capacities with
APL   Land  Transport  Services,  Inc.,  including  Senior   Vice
President from May 1992 to July 1994 and Vice President from  May
1989 to April 1992.

James  S.  Marston, age 62, was elected Executive Vice  President
and  Chief  Information Officer of the company in  May  1995.  He
served as Senior Vice President and Chief Information Officer  of
the company from September 1987 to May 1995.

William  J.  Stuebgen,  age  48, has served  as  Vice  President,
Controller of the company since October 1990.

The executive officers of the company are elected by the Board of
Directors.  Each officer holds office until his or her  successor
has been duly elected and qualified, or until the earliest of his
or her death, resignation, retirement or removal by the Board.
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

     The information appearing under the caption "Compensation of
Executive Officers and Directors" and in the company's definitive
proxy statement for the annual meeting of stockholders to be held
on April 30, 1996, is hereby incorporated herein by reference.


ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT

      The  information appearing under the captions "Election  of
Directors-Stock  Ownership of Directors and  Executive  Officers"
and "Certain Beneficial Ownership of Securities" in the company's
definitive proxy statement for the annual meeting of stockholders
to  be  held on April 30, 1996, is hereby incorporated herein  by
reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The  information appearing under the captions "Compensation
of  Executive  Officers  and Directors -- Employment  Agreements,
Termination of Employment and Change-in-Control Arrangements  and
Certain Transactions" in the company's definitive proxy statement
for  the  annual meeting of stockholders to be held on April  30,
1996, is hereby incorporated herein by reference.

                             PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS  ON FORM 8-K
(a) Documents filed as part of this report:

  1. Financial Statements and Schedules


  The   following  report  of  independent  public   accountants,
  consolidated   financial   statements   and   notes   to    the
  consolidated   financial  statements  of   American   President
  Companies,  Ltd.  and subsidiaries are contained  in  Part  II,
  Item 8:

  a. Report of Independent Public Accountants
  b. Consolidated Statement of Income
  c. Consolidated Balance Sheet
  d. Consolidated Statement of Cash Flows
  e. Consolidated Statement of Changes in Stockholders' Equity
  f. Notes to Consolidated Financial Statements

  2. The following schedules are contained in Part II, Item 8:

  a. Schedule II - Valuation and Qualifying Accounts

3.Exhibits required by Item 601 of Regulation S-K

     The following documents are exhibits to this Form 10-K

Exhibit No.    Description of Document

3.1*  Integrated    copy   of   the   amended   Certificate    of
      Incorporation,  filed as Exhibit 3.1 to the company's  Form
      10-Q (File No. 1-8544), dated November 1, 1995.

3.2   Integrated copy of the amended By-Laws, dated December  27, 1995.
<PAGE>
4.1*  Amended  and  Restated Rights Agreement dated  October  22,
      1991,  between the company and The First National  Bank  of
      Boston,  as  Rights  Agent, filed as  Exhibit  4.1  to  the
      company's  Form  SE  (File No. 1-8544), dated  October  22,
      1991.

4.2*  Trust  Indenture  between American President  Lines,  Ltd.,
      Issuer, and Security Pacific National Bank, Trustee,  dated
      as  of  April  22, 1988, President Truman Issue,  filed  as
      Exhibit  4.1  to the company's Form SE (File  No.  1-8544),
      dated July 26, 1988.

4.3*  Forms  of  Series I and Series II Bonds, filed as  part  of
      Exhibit  4.1  to the company's Form SE (File  No.  1-8544),
      dated July 26, 1988.

4.4*  Registration  Rights Agreement, among the company,  Hellman
      &  Friedman  Capital Partners, Hellman &  Friedman  Capital
      Partners  International (BVI), and APC Partners;  dated  as
      of  August 3, 1988, as amended (without exhibits), filed as
      Exhibit  4.2  to the company's Form SE (File  No.  1-8544),
      dated February 17, 1989.

4.5*  Indenture,  dated as of November 1, 1993, between  American
      President  Companies, Ltd. and The First National  Bank  of
      Boston  as  Trustee, filed as Exhibit 4.1 to the  company's
      Form 8K (File No. 1-8544), dated November 29, 1993.

4.6*  Form  of  7-1/8% Senior Note Due 2003 of American President
      Companies,  Ltd.,  filed as Exhibit 4.2  to  the  company's
      Form 8K (File No. 1-8544) dated November 29, 1993.

4.7*  Form   of   8%  Senior  Debentures  Due  2024  of  American
      President  Companies, Ltd., filed as Exhibit  4.20  to  the
      company's Form 10K (File No. 1-8544), dated March 9, 1994.

10.1* Operating-Differential Subsidy Agreement (No.  MA/MSB-417),
      effective as of January 1, 1978, between the United  States
      and  American President Lines, Ltd., filed as Exhibit  10.1
      to  the  company's Form SE (File No. 1-8544),  dated  March
      17, 1992.

10.2* Lease  Agreement,  dated  June 1,  1988,  between  Monsanto
      Company  and  American President Intermodal Company,  Ltd.,
      filed  as Exhibit 10.14 to the company's Form SE (File  No.
      1-8544), dated July 26, 1988.

10.3* Lease  Agreement, dated June 1, 1988, between  Consolidated
      Rail   Corporation   and   American  President   Intermodal
      Company, Ltd., filed as Exhibit 10.2 to the company's  Form
      SE (File No. 1-8544), dated March 14, 1990.

10.4* Lease  and Preferential Assignment Agreement dated  January
      6,  1971,  and First Supplemental Agreement dated  February
      24,   1971,  between  the  City  of  Oakland  and  Seatrain
      Terminals  of California, Inc., filed as Exhibit  10.32  to
      the   company's  Registration  Statement   on   Form   S-l,
      Registration   No.  2-93718,  which  became  effective   on
      November 1, 1984.

10.5* Second  Supplemental  Agreement to Lease  and  Preferential
      Assignment  Agreement, dated May 3, 1988, filed as  Exhibit
      10.3  to  the  company's Form SE (File No.  1-8544),  dated
      March 14, 1990.

10.6* Preferential  Assignment dated February 23,  1972,  between
      the  City  of Oakland and Seatrain Terminals of California,
      Inc.,  filed as Exhibit 10.33 to the company's Registration
      Statement  on  Form  S-l, Registration No.  2-93718,  which
      became effective on November 1, 1984.
<PAGE>
10.7* Assignment,  Designation  of  Secondary  Use  and  Consent,
      dated  December  11,  1974,  among  Seatrain  Terminals  of
      California, Inc., American President Lines, Ltd., the  City
      of  Oakland  and  Seatrain Lines, Inc.,  filed  as  Exhibit
      10.34 to the company's Registration Statement on Form  S-l,
      Registration   No.  2-93718,  which  became  effective   on
      November 1, 1984.

10.8* Acknowledgment of Termination of Consent to  Secondary  Use
      and  Sublease  and  Assumption of Entire Combined  Premises
      and  Cranes  dated December 18, 1981, between the  City  of
      Oakland  and  American  President  Lines,  Ltd.,  filed  as
      Exhibit  10.35 to the company's Registration  Statement  on
      Form  S-l, Registration No. 2-93718, which became effective
      on November 1, 1984.

10.9* Supplemental  Agreement dated July  6,  1982,  between  the
      City  of Oakland and American President Lines, Ltd.,  filed
      as  Exhibit  10.36 to the company's Registration  Statement
      on   Form  S-l,  Registration  No.  2-93718,  which  became
      effective on November 1, 1984.

10.10*Permit  No. 441, dated November 26, 1980, Second  Amendment
      to  Permit  No.  441,  dated February 7,  1983,  and  Third
      Amendment  to  Permit No. 441, dated May 10, 1984,  between
      the  City  of  Los  Angeles and American  President  Lines,
      Ltd.,  filed as Exhibit 10.37 to the company's Registration
      Statement  on  Form  S-l, Registration No.  2-93718,  which
      became effective on November 1, 1984.

10.11*Fourth  Amendment to Permit No. 441, dated  as  of  October
      29,  1986  between  the  City of Los Angeles  and  American
      President  Lines,  Ltd.,  filed  as  Exhibit  10.4  to  the
      company's Form SE (File No. 1-8544), dated March 23, 1987.

10.12 Sixth  Amendment to Permit No. 441, dated as of August  30,
      1993,   between  the  City  of  Los  Angles  and   American
      President Lines, Ltd.

10.13*Financing  and  Security Agreement, dated March  27,  1984,
      between American President Lines, Ltd. and the City of  Los
      Angeles,  California,  filed  as  Exhibit  10.38   to   the
      company's  Registration Statement on Form S-1, Registration
      No. 2-93718, which became effective on November 1, 1984.

10.14*Lease,   dated  July  31,  1972,  Lease  Agreement,   dated
      September  1,  1980, Memorandum, dated September  1,  1980,
      and  two  letters  dated July 3, 1981 and  July  14,  1981,
      respectively,  between  Hanshin Port Development  Authority
      and  American President Lines, Ltd., filed as Exhibit 10.39
      to  the  company's  Registration  Statement  on  Form  S-1,
      Registration   No.  2-93718,  which  became  effective   on
      November 1, 1984.

10.15*Pre-engagement  Agreement for Lease dated March  17,  1983,
      Supplemental  Agreement dated March 17, 1983  and  form  of
      Wharf   Lease  Agreement  between  Yokohama  Port  Terminal
      Corporation  and American President Lines, Ltd.,  filed  as
      Exhibit  10.41 to the company's Registration  Statement  on
      Form  S-l, Registration No. 2-93718, which became effective
      on November 1, 1984.

10.16*Lease  Contract  of  Wharves Nos.  68  &  69  of  Container
      Terminal  No.  3  Kaohsiung  Harbor,  Taiwan,  Republic  of
      China,  dated  December  31, 1987 and  Equipment  Agreement
      between   the  Kaohsiung  Harbor  Bureau  and  APL,   dated
      December  31, 1987, filed as Exhibit 10.4 to the  company's
      Form SE (File No. 1-8544), dated March 11, 1988.
<PAGE>
10.17*Lease  dated  April 28, 1978, Memorandum of  Understanding,
      Addendum  to  Lease dated May 9, 1978, Addendum  No.  2  to
      Lease  dated  July 28, 1978, and Addendum No.  3  to  Lease
      dated  March 27, 1984, between Sunset Cahuenga Building,  a
      Joint  Venture, and American President Lines,  Ltd.,  filed
      as  Exhibit  10.44 to the company's Registration  Statement
      on   Form  S-l,  Registration  No.  2-93718,  which  became
      effective on November 1, 1984.

10.18*Addendum  No. 4 dated April 19, 1985 to Lease  dated  April
      28,   1978,  between  Sunset  Cahuenga  Building,  a  Joint
      Venture,  and  American  President Lines,  Ltd.,  filed  as
      Exhibit  10.1  to the company's Form SE (File No.  1-8544),
      dated December 12, 1985.

10.19*Addendum  No.  5 dated July 25, 1986 to Lease  dated  April
      28,   1978,  between  Sunset  Cahuenga  Building,  a  Joint
      Venture,  and  American  President Lines,  Ltd.,  filed  as
      Exhibit  10.5  to the company's Form SE (File No.  1-8544),
      dated March 11, 1988.

10.20*Addendum  No.  6, dated May 1, 1988, to Lease  dated  April
      28,   1978,  between  Sunset  Cahuenga  Building,  a  Joint
      Venture,  and  American  President Lines,  Ltd.,  filed  as
      Exhibit  10.13 to the company's Form SE (File No.  1-8544),
      dated July 26, 1988.

10.21*Lease  Agreement  between  Port  of  Seattle  and  American
      President  Lines,  Ltd. at Terminal 5 dated  September  26,
      1985,  filed as Exhibit 10.5 to the company's Form SE (File
      No. 1-8544), dated December 12, 1985.

10.22*Amendment  No.  6  to the Lease Agreement between  Port  of
      Seattle  and American President Lines, Ltd. at Terminal  5,
      and  assignment of the lease from American President Lines,
      Ltd.  to  Eagle Marine Services, Ltd. dated June  1,  1994,
      excluding exhibits and other related agreements,  filed  as
      Exhibit  10.1 to the company's Form 10-Q (File No. 1-8544),
      dated August 12, 1994.

10.23*Lease  Agreement between the company and Bramalea  Pacific,
      Inc.  dated  April 18, 1988, and Amendments  1  through  5,
      filed as Exhibit 10.3 to the company's Form SE (File No. 1-
      8544), dated March 27, 1991.

10.24*Grantor   Trust  Agreement  with  U.S.  Trust  Company   of
      California,  N.A.,  effective  April  10,  1989,  filed  as
      Exhibit  10.1  to the company's Form SE (File No.  1-8544),
      dated August 1, 1989.

10.25*Assignment  Agreement  from United States  Lines,  Inc.  to
      American  President Lines, Ltd. with attached  supplements,
      dated  September  16, 1987, filed as Exhibit  10.8  to  the
      company's  Form  SE  (File No. 1- 8544),  dated  March  14,
      1990.

10.26*Permit No. 733, dated September 10, 1993, between the  City
      of  Los  Angeles and Eagle Marine Services, Ltd.,  and  the
      Guaranty  of  Agreement made by American  President  Lines,
      Ltd.,  excluding  exhibits, filed as Exhibit  10.1  to  the
      company's  Form 10-Q (File No. 1-8544), dated November  18,
      1993.
<PAGE>
10.27*Loan   Agreement  dated  March  14,  1994  by   and   among
      Kreditanstalt  fur  Wiederaufbau  (as  Agent  and  Lender);
      Commerzbank  AG, Hamburg (as Syndicate Agent);  Commerzbank
      AG  (Kiel Branch), Dresdner Bank AG in Hamburg, Vereins-und
      Westbank   AG,   Deutsche  Schiffsbank   AG,   Norddeutsche
      Landesbank-Girozentrale, Deutsche Verkehrs-Bank AG,  Banque
      Internationale  a Luxembourg S.A. (as the  Syndicate);  and
      American  President  Lines, Ltd. (as  Borrower);  including
      Appendices and Schedules thereto, filed as Exhibit 10.4  to
      the  company's Form 10-Q (File No. 1-8544), dated  May  20,
      1994  and  as  Exhibit 10.4a to the company's  Form  10-K/A
      (file No. 1-8544), dated December 6, 1994.

10.28 Amendment  No.  1 dated May 19, 1995 to the Loan  Agreement
      dated  March  14,  1994  by  and  among  Kreditanstalt  fur
      Wiederaufbau   (as  Agent  and  Lender);  Commerzbank   AG,
      Hamburg   (as  Syndicate  Agent);  Commerzbank   AG   (Kiel
      Branch),  Dresdner Bank AG in Hamburg, Vereins-und Westbank
      AG,   Deutsche  Schiffsbank  AG,  Norddeutsche  Landesbank-
      Girozentrale,    Deutsche    Verkehrs-Bank    AG,    Banque
      Internationale  a Luxembourg S.A. (as the  Syndicate);  and
      American President Lines, Ltd. (as Borrower).***

10.29 Amendment  No.  2  dated September  1,  1995  to  the  Loan
      Agreement  dated  March 14, 1994, as amended  by  Amendment
      No.  1  to  the Loan Agreement dated May 19, 1995,  by  and
      among   Kreditanstalt  fur  Wiederaufbau  (as   Agent   and
      Lender);  Commerzbank  AG, Hamburg  (as  Syndicate  Agent);
      Commerzbank AG (Kiel Branch), Dresdner Bank AG in  Hamburg,
      Vereins-und   Westbank   AG,   Deutsche   Schiffsbank   AG,
      Norddeutsche  Landesbank-Girozentrale,  Deutsche  Verkehrs-
      Bank  AG, Banque Internationale a Luxembourg S.A.  (as  the
      Syndicate);   and  American  President  Lines,   Ltd.   (as
      Borrower);  including  exhibits thereto  or  a  description
      thereof.***

10.30 Amended and Restated Guarantee dated as of May 19, 1995  by
      American  President  Companies,  Ltd.  (as  Guarantor);  in
      favor  of  Kreditanstalt  fur Wiederaufbau  (as  Agent  and
      Lender);  and Commerzbank AG Hamburg (as Syndicate  Agent);
      Commerzbank AG (Kiel Branch), Dresdner Bank AG in  Hamburg,
      Vereins-und   Westbank   AG,   Deutsche   Schiffsbank   AG,
      Norddeutsche  Landesbank-Girozentrale,  Deutsche  Verkehrs-
      Bank  AG, Banque Internationale a Luxembourg S.A.  (as  the
      Syndicate).

10.31 Acknowledgment and Consent of Guarantor dated September  1,
      1995   by   the   company  (as  Guarantor)  in   favor   of
      Kreditanstalt  fur  Wiederaufbau  (as  Agent  and  Lender);
      Commerzbank  AG, Hamburg (as Syndicate Agent);  Commerzbank
      AG  (Kiel Branch), Dresdner Bank AG in Hamburg, Vereins-und
      Westbank   AG,   Deutsche  Schiffsbank   AG,   Norddeutsche
      Landesbank-Girozentrale, Deutsche Verkehrs-Bank AG,  Banque
      Internationale a Luxembourg S.A. (as the Syndicate).

10.32 Amendment No. 1 to the First Preferred Ship Mortgage  dated
      September  1,  1995 given by M.V. President  Kennedy,  Ltd.
      (as   Shipowner)  to  Kreditanstalt  fur  Wiederaufbau  (as
      Mortgagee).***

10.33 Amendment  No.  1  to  the  Bareboat  Charter  Party  dated
      September  1,  1995  by M.V. President  Kennedy,  Ltd.  (as
      Shipowner)   and   American  President  Lines,   Ltd.   (as
      Charterer).***
<PAGE>
10.34 Second  Amended  and  Restated  Agreement  to  Acquire  and
      Charter  dated  September 1, 1995  by  and  among  American
      President   Companies,  Ltd.  (as  Transferor),   of   M.V.
      President Kennedy, Ltd., of M.V. President Adams, Ltd.,  of
      M.V.  President  Kennedy, Ltd., of M.V. President  Kennedy,
      Ltd.  and  of  M.V. President Kennedy, Ltd.  (Transferees),
      Kreditanstalt  fur  Wiederaufbau  (as  Agent  and  Lender);
      Commerzbank  AG, Hamburg (as Syndicate Agent);  Commerzbank
      AG  (Kiel Branch), Dresdner Bank AG in Hamburg, Vereins-und
      Westbank   AG,   Deutsche  Schiffsbank   AG,   Norddeutsche
      Landesbank-Girozentrale, Deutsche Verkehrs-Bank AG,  Banque
      Internationale  a  Luxembourg  S.A.  (as  the   Syndicate);
      including exhibits thereto or a description thereof.***

10.35 Charter  Hire  Guarantee  dated  as  of  May  19,  1995  by
      American  President  Companies,  Ltd.  (as  Guarantor);  in
      favor of M.V. President Kennedy, Ltd. (as the Obligee).

10.36*Credit  Agreement,  dated  March 25,  1994  among  American
      President  Companies, Ltd., borrower, and  Morgan  Guaranty
      Trust  Company of New York, J.P. Morgan Delaware,  Bank  of
      America  National Trust and Savings Association, The  First
      National  Bank of Boston, Barclays Bank PLC, ABN AMRO  Bank
      N.V.,  The  First  National  Bank  of  Chicago  and  Morgan
      Guaranty  Trust  Company of New York, as  agent,  filed  as
      Exhibit  10.1 to the company's Form 10-Q (File No. 1-8544),
      dated May 20, 1994.

10.37*Amendments  Nos. 1 and 2 dated May 10, 1995  and  July  12,
      1995,  respectively, to the Credit Agreement among American
      President  Companies, Ltd., 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, filed as Exhibit 10.1 to  the  company's
      Form 10-Q (File No. 1-8544), dated August 4, 1995.

10.38*Deferred  Compensation Plan For Directors of  the  company,
      filed  as  Exhibit  10.49  to  the  company's  Registration
      Statement  on  Form  S-l, Registration No.  2-93718,  which
      became effective on November 1, 1984.**

10.39*Executive  SurvivorsO  Benefits Plan,  dated  November  29,
      1988,  filed as Exhibit 10.4 to the company's Form SE (File
      No. 1-8544), dated March 17, 1992.**

10.40*Amendment No. 1 to the Executive SurvivorsO Benefits  Plan,
      effective December 4, 1992, filed as Exhibit 10.10  to  the
      company's  Form  SE  (File  No. 1-8544),  dated  March  24,
      1993.**

10.41*1988  Deferred Compensation Plan dated November  29,  1988,
      filed as Exhibit 10.5 to the company's Form SE (File No. 1-
      8544), dated February 17, 1989.**

10.42*Amendment  No.  1  to the 1988 Deferred Compensation  Plan,
      effective  January 1, 1992, filed as Exhibit  10.3  to  the
      company's  Form  SE  (File  No. 1-8544),  dated  March  24,
      1993.**

10.43*1992  DirectorsO Stock Option Plan, dated March  17,  1992,
      filed  as Exhibit 10.06 to the company's Form SE (File  No.
      1-8544), dated May 5, 1992.**

10.44*Amended  and Restated Retirement Plan for the Directors  of
      American  President  Companies, Ltd., dated  September  15,
      1992,  filed  as  Exhibit 10.01 to the  company's  Form  SE
      (File No. 1-8544), dated October 20, 1992.**
<PAGE>
10.45*American President Companies, Ltd. Retirement Plan,  second
      amendment and restatement effective January 1, 1993,  filed
      as  Exhibit  10.2 to the company's Form 10-Q (File  No.  1-
      8544), dated May 17, 1995.**

10.46*First  Amendment to the American President Companies,  Ltd.
      Retirement   Plan   (Second   Amendment   and   Restatement
      Effective  January  1, 1993), effective  January  1,  1993,
      filed as Exhibit 10.1 to the company's Form 10-Q (File  No.
      1-8544), dated November 1, 1995.**

10.47*1989  Stock  Incentive Plan of the company, as amended  and
      restated   effective  April  28,  1994,  filed   with   the
      company's Proxy Statement (File No. 1-8544) for the  Annual
      Meeting of Shareholders held on April 28, 1994.**

10.48*American  President  Companies,  Ltd.  SMART  Plan,  second
      amendment and restatement effective January 1, 1993,  filed
      as  Exhibit 10.45 to the company's Form 10-K (File  No.  1-
      8544), dated March 10, 1995.**

10.49*Excess-Benefit  Plan of the company, amended  and  restated
      effective December 31, 1994, filed as Exhibit 10.46 to  the
      company's  Form  10-K (File No. 1-8544),  dated  March  10,
      1995.**

10.50*1995  Deferred Compensation Plan of the company,  effective
      January  1,  1995, filed as Exhibit 10.47 to the  company's
      Form 10-K (File No. 1-8544), dated March 10, 1995.**

10.51 1995   Supplemental  Executive  Retirement  Plan   of   the
      company, amended and restated effective January 1, 1996.**

10.52*1995 Stock Bonus Plan of the company, effective January  1,
      1996, filed with the company's Proxy Statement (File No. 1-
      8544)  for the Annual Meeting of Shareholders held  on  May
      2, 1995.**

10.53*Employment  Agreement between the company and Maryellen  B.
      Cattani  dated  April 28, 1994, filed as Exhibit  10.10  to
      the  company's Form 10-Q (File No. 1-8544), dated  May  20,
      1994.**

10.54*Employment  Agreement between the company  and  Timothy  J.
      Rhein  dated  July 28, 1992, filed as Exhibit 10.1  to  the
      company's  Form 10-Q (File No. 1-8544), dated  November  4,
      1994.**

10.55*Employment  Agreement between the company and Joji  Hayashi
      dated  July  28,  1992,  filed  as  Exhibit  10.2  to   the
      company's  Form 10-Q (File No. 1-8544), dated  November  4,
      1994.**

10.56*Amendment  No. 1 dated September 7, 1995 to the  Employment
      Agreement  as  amended,  between  the  company   and   Joji
      Hayashi,  filed as Exhibit 10.2 to the company's Form  10-Q
      (File No. 1-8544), November 1, 1995.**

10.57*Employment  Agreement  between the  company  and  James  S.
      Marston dated July 28, 1992, filed as Exhibit 10.3  to  the
      company's  Form 10-Q (File No. 1-8544), dated  November  4,
      1994.**

10.58*Employment  Agreement  between  the  company  and  John  G.
      Burgess dated July 28, 1992, filed as Exhibit 10.4  to  the
      company's  Form 10-Q (File No. 1-8544), dated  November  4,
      1994.**

10.59*Employment  Agreement between the company and Michael  Diaz
      dated  July  28,  1992,  filed  as  Exhibit  10.5  to   the
      company's  Form 10-Q (File No. 1-8544), dated  November  4,
      1994.**
<PAGE>
10.60*Employment  Agreement  between  the  company  and  L.  Dale
      Crandall dated February 1, 1995, filed as Exhibit  10.3  to
      the company's Form 10-Q (File No. 1-8544), May 17, 1995.**

10.61 Agreement  between  the company and John  M.  Lillie  dated
      October 13, 1995.**

10.62*Form  of  Indemnity Agreements dated March 11, 1988 between
      the  company  and  Charles S. Arledge,  John  H.  Barr,  J.
      Hayashi,  Forrest N. Shumway and Barry L.  Williams,  filed
      as  Exhibit  10.3  to the company's Form SE  (File  No.  1-
      8544), dated February 17, 1989.**

10.63*Form  of  Indemnity Agreements dated April 25, 1991 between
      the  company  and F. Warren Hellman and Timothy  J.  Rhein,
      filed  as Exhibits 10.3 and 10.5 to the company's  Form  SE
      (File No. 1-8544), dated May 8, 1991.**

10.64*Indemnity  Agreement  dated October  5,  1993  between  the
      company  and  Toni  Rembe, filed as Exhibit  10.74  to  the
      company's  Form  10K  (File No.  1-8544),  dated  March  9,
      1994.**

10.65*Form  of  Indemnity Agreement dated April 28, 1994  between
      the  company and G. Craig Sullivan, filed as Exhibit  10.62
      to  the company's Form 10-K (File No. 1-8544), dated  March
      10, 1995.**

10.66*Form  of  Indemnity Agreement dated June 20,  1994  between
      the  company and Tully M. Friedman, filed as Exhibit  10.63
      to  the company's Form 10-K (File No. 1-8544), dated  March
      10, 1995.**

11.1  Computation of Earnings Per Share.

21.1  Subsidiaries of the company.

23.1  Consent of Independent Public Accountants.

24.1  Powers of Attorney.

27    Financial   Data  Schedules  filed  under  Article   5   of
      Regulation S-X for the year ended December 29, 1995.

*     Incorporated by Reference

**    Denotes management contract or compensatory plan.

***   Application to be filed with the Securities and Exchange
      Commission, pursuant to Exchange Act Rule 24b-2, for
      confidential treatment of certain portions of this
      exhibit.

      Pursuant  to  Item  601 (b)(4)(iii)(A) of  Regulation  S-K,
certain  instruments defining the rights of holders of the  long-
term  debt of the company and its consolidated subsidiaries  have
not  been filed because the amount of securities authorized under
each  such  instrument does not exceed ten percent of  the  total
assets  of  the  company and its subsidiaries on  a  consolidated
basis.   A copy of any such instrument will be furnished  to  the
Commission upon request.


(b)  Reports on Form 8-K during the fourth quarter:

     No  current report on Form 8-K was filed during the  quarter
     for which this report on Form 10-K is filed.
<PAGE>
                             SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, as amended, the registrant  has
duly  caused  this  report to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

AMERICAN PRESIDENT COMPANIES, LTD.
                              (Registrant)



                                 By /s/ William J. Stuebgen
                                        William J. Stuebgen
                                        Vice President,
                                        Controller and
                                   Chief Accounting Officer
                                        March 14, 1996


Pursuant  to the requirements of the Securities and Exchange  Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.


       /s/  Joji  Hayashi*                             March  14, 1996
      Joji Hayashi
      Chairman of the Board


       /s/  Timothy  J. Rhein*                         March  14, 1996
      Timothy J. Rhein
      President, Chief Executive
      Officer and Director


       /s/  Charles  S. Arledge*                       March  14, 1996
      Charles S. Arledge
      Director


       /s/  John  H. Barr*                             March  14, 1996
      John H. Barr
      Director


       /s/  Tully  M. Friedman*                        March  14, 1996
      Tully M. Friedman
      Director


       /s/  F.  Warren Hellman*                        March  14, 1996
      F. Warren Hellman
      Director


       /s/  Toni  Rembe*                               March  14, 1996
      Toni Rembe
      Director
<PAGE>

      /s/ Forrest N. Shumway*                          March 14, 1996
      Forrest N. Shumway
      Director


      /s/ G. Craig Sullivan*                           March 14, 1996
      G. Craig Sullivan
      Director


       /s/ Barry  L. Williams*                         March  14, 1996
      Barry L. Williams
      Director


*By:   /s/ Maryellen B. Cattani                        March  14, 1996
      Maryellen B. Cattani
      Attorney-in-fact