18
                                


                                                  Exhibit 99.1
_________________________________________________________________










                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                
                              FORM 11-K
                                
                            ANNUAL REPORT
                                
                   Pursuant to Section 15(d) of the
                   Securities Exchange Act of 1934
                                
                                
              For the Plan Year Ended December 31, 1996
                                
                                
                                
                             APL LIMITED
                              SMART PLAN
                       (Full Title of the Plan)
                                
                                
                                
                             APL LIMITED
     (Name of Issuer of the Securities Held Pursuant to the Plan)
                                
                            1111 Broadway
                      Oakland, California 94607
               (Address of Principal Executive Office)














_________________________________________________________________

<PAGE>



                          TABLE OF CONTENTS


                                                          Page
                                                          ____

     Report of Independent Public Accountants              6

     Statement of Net Assets Available for Benefits        7

     Statement  of Changes in Net Assets Available
      for Benefits                                         8

     Notes to Financial Statements                      9-17

     Exhibits:
      10.1   Copy of the APL Limited SMART Plan as amended *
             and restated, effective as of January 1, 1993,
             filed as Exhibit 10.12 to the Company Form SE
             (File  No. 1-8544), dated March 24, 1993.


      23.1   Consent of Independent Public Accountants    18



    * Incorporated by Reference


<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Benefits Committee of
 APL Limited:



We   have  audited  the  accompanying  statement  of  net  assets
available for benefits of the APL Limited SMART Plan (the "Plan")
as  of  December 31, 1996 and 1995, and the related statement  of
changes  in net assets available for benefits for the year  ended
December   31,   1996.   These  financial  statements   are   the
responsibility  of the Plan's management.  Our responsibility  is
to  express an opinion on these financial statements 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  net   assets
available  for benefits of the Plan as of December 31,  1996  and
1995,  and  the changes in its net assets available for  benefits
for  the  year  ended  December  31,  1996,  in  conformity  with
generally accepted accounting principles.



/s/  Arthur Andersen LLP
San Francisco, California
May 2, 1997

<PAGE>

                             APL Limited
                              SMART Plan
            Statement of Net Assets Available for Benefits



                                         As of December 31,

                                 _________________________________

                                       1996              1995
                                     ________          ________
ASSETS

Investment in Master Trust,
 at Fair Value                     $194,700,057      $182,117,387

Receivables from APL Limited:
   Employer Contribution                  1,045                10
   Employee Contribution                  1,441               288

                                   ____________      ____________

TOTAL ASSETS                        194,702,543       182,117,685
                                   ____________      ____________

LIABILITIES                                 (40)             (817)
                                   ____________      ____________

NET ASSETS AVAILABLE
 FOR BENEFITS                      $194,702,503      $182,116,868
                                   ============      ============



The accompanying notes are an integral part of these statements.
<PAGE>



                           APL Limited
                           SMART Plan
    Statement of Changes in Net Assets Available for Benefits


                                For the Year Ended December 31,
                                _______________________________

                                         1996
                                      ____________
ADDITIONS:

 Contributions:
   Employer                           $  5,103,658
   Participants                          8,545,422

 Transfer of assets from 
   Profit-Sharing Plan                      45,815

 Net Investment Gain from Master Trust  23,641,415
                                      ____________

   TOTAL ADDITIONS                      37,336,310


DEDUCTIONS:

 Benefits paid to Participants          24,722,239

 Administrative Expenses                    28,436
                                      ____________

   TOTAL DEDUCTIONS                     24,750,675
                                      ____________

NET INCREASE                            12,585,635

Net Assets Available for Benefits:
 Beginning of Year                     182,116,868
                                      ____________


 End of Year                          $194,702,503
                                      ============



The accompanying notes are an integral part of these statements.
<PAGE>

APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

1. PLAN DESCRIPTION

The  following  description of the Plan is provided  for  general
information  purposes only.  More complete information  regarding
the Plan's provisions may be found in the Plan document.

General

The  APL Limited SMART Plan (the "Plan"), formerly known  as  the
American  President  Companies, Ltd. SMART  Plan,  is  a  defined
contribution plan.  The Plan is subject to the provisions of  the
Employee  Retirement  Income Security Act  of  1974,  as  amended
("ERISA").   The  Plan is intended to qualify as a profit-sharing
plan  under  section  401(a) of the Internal  Revenue  Code  (the
"Code")  and  contains a salary deferral arrangement intended  to
qualify under section 401(k) of the Code.

Administration

The  Plan is administered by the Benefits Committee appointed  by
the  Board  of  Directors  of APL Limited  (previously  known  as
American President Companies, Ltd.) (the "company").

Trustee

The Plan trustee is Fidelity Management Trust Company.

Participation

All  employees  of the participating companies  are  eligible  to
participate in the Plan, except employees covered by a collective
bargaining agreement, individuals employed outside the  U.S.  and
not on the U.S. payroll, employees classified by the company as a
driver,  driver-trainer  or  temporary  employee,  and  employees
designated by the company as not eligible to participate.

A   participant  terminating  employment  may  not  make  further
contributions  to the Plan, but may elect immediate  distribution
or  deferral  of  distribution of benefits to  a  future  period.
Undistributed  benefits  credited to  the  participant's  account
continue  to  share  in the gains and losses  of  the  respective
investment funds.

Contribution Determination

Participants may contribute salary deferrals to the Plan  in  one
percent  increments  up  to 12% of their earnings,  exclusive  of
overtime  pay,  premiums  and  bonuses.   However,  these  salary
deferrals may not exceed $9,500 in 1996.  Participants  may  make
after-tax  contributions,  provided  that  the  total  of  salary
deferrals  and  after-tax contributions does not  exceed  16%  of
earnings.   Employee  contributions  are  matched  100%  by   the
participating  companies  up  to  a  maximum   of   6%   of   the
participant's  earnings.  Effective January  1,  1997,  the  base
company  matching contribution for active employees will be  $.75
for  each  dollar  contributed up to 6% of each  employee's  base
salary.   Additional matching contributions, up to $.50 for  each
dollar  contributed,  may also be made if  the  company  achieves
certain  financial  results.   New  employees  are  eligible  for
company  matching contributions on the first day of  the  payroll
period  which commences on or after the completion of six months'
service.  A participant's earnings covered by the Plan is limited
to  $150,000  in  1996.   The companies  may  make  discretionary
contributions,        as        determined         by         the
<PAGE>

APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

1. PLAN DESCRIPTION (continued)

company's   Board   of  Directors,  which  are   then   allocated
proportionately to each participant.  There were no discretionary
contributions during the year ended December 31, 1996.

Vesting

Employee  contributions are immediately  vested.   New  employees
vest  in  the company's contributions ratably over five years  of
service.

Investment Options

Through   December  31,  1996,  the  Plan  provides  for   eleven
investment  funds  which are maintained in a  master  trust  (the
"Master Trust"):  the U.S. Bond Index Portfolio, the U.S.  Equity
Index  Portfolio,  the  Retirement Money  Market  Portfolio,  the
Growth and Income Portfolio, the Magellan Fund, the International
Growth and Income Fund, the Asset Manager Fund, the Asset Manager
Growth Fund, the Asset Manager Income Fund, the APL Limited Stock
Fund  and  a  Loan  Fund.   At  the  direction  of  the  Benefits
Committee,  the  Loan  Fund is managed by  the  company  and  the
trustee, the APL Limited Stock Fund is managed by the trustee and
the remaining nine funds are managed by the Fidelity Management &
Research  Company ("Fidelity"), an affiliate of the trustee.   No
sales charge is levied on the funds managed by Fidelity, however,
an  annual  fee  is  charged by Fidelity to cover  the  operating
expenses  of  each fund, including the investment  advisory  fee.
This fee is deducted from the investment return of the fund.

The U.S. Bond Index Portfolio seeks to provide investment results
that  correspond to the aggregate price and interest  performance
of  the  debt  securities in the Shearson Lehman  Aggregate  Bond
Index.  However, the performance of this fund and the performance
of  the  index  may be significantly different.   The  securities
purchased  by  this fund include U.S. Treasury obligations,  U.S.
agency  obligations,  foreign obligations, investment-grade  U.S.
corporate  debt and mortgage-backed obligations.  While  weighted
toward   intermediate  maturities,  the  fund   can   hold   debt
instruments with long maturities.  The fund earns interest daily,
and  the interest is posted to the participant's account  at  the
end  of  each calendar month or at the time of total distribution
of  the account.  The monthly income is applied to purchase  more
shares in the fund.

The  U.S. Equity Index Portfolio has the goal of replicating  the
total  return provided by the stocks included in the  Standard  &
Poor's  Daily  Stock Price Index of 500 Common Stocks  (the  "S&P
500").   The fund buys and holds virtually all of the 500  stocks
contained  in the S&P 500 weighted in the same manner.  The  fund
earns  dividends  daily,  and the dividends  are  posted  to  the
participant's account in the last month of each calendar  quarter
or  at  the  time  of  total distribution of  the  account.   The
undistributed dividends are reinvested to purchase more shares in
the fund.

The  Retirement  Money Market Portfolio invests  in  high-quality
money  market  instruments of domestic and foreign issuers  which
are denominated in U.S. dollars.  Such instruments are short-term
obligations  and range from U.S. Government securities  to  prime
commercial paper issued by private borrowers. The fund  seeks  to
obtain  as high a level of current income as possible, given  its
principal objective of preserving capital and maintaining a share
value  of  $1.00.  Interest income is earned daily and posted  to
the                                                 participant's
<PAGE>

APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

1. PLAN DESCRIPTION (continued)

account at the end of each calendar month or at the time of total
distribution  of the account.  The monthly income is  applied  to
purchase additional shares in the fund.

The  Growth  and  Income Portfolio invests in  a  combination  of
common stocks, preferred stocks, convertible securities and fixed-
income  instruments of all types and quality  levels.   It  seeks
both  long-term growth through capital appreciation  and  current
income  through dividends and interest.  The fund earns dividends
daily,  and the dividends are posted to the participant's account
in the last month of the calendar quarter or at the time of total
distribution  of  the  account.   The  quarterly  dividends   are
reinvested to purchase additional shares in the fund.

The  Magellan  Fund seeks capital appreciation by  maintaining  a
portfolio  primarily  invested in common  stocks  and  securities
convertible   into   common  stocks.   At  December   31,   1996,
approximately 4% of this fund was invested in debt securities  of
all  types  and  quality levels issued by  domestic  and  foreign
issuers.   The fund is relatively aggressive in pursuing  growth.
Dividends are declared and posted to the participant's account in
May  and December of each calendar year.  The undistributed semi-
annual dividends are reinvested to purchase additional shares  in
the fund.

The International Growth and Income Fund seeks capital growth and
current  income  by investing principally in foreign  securities.
It  invests  a majority of the fund's assets in equity securities
selected generally for growth potential with approximately 23% of
the fund's total assets in debt securities of any quality and  in
repurchase  agreements  at December 31,  1996.   The  fund  earns
dividends   daily,   and  the  dividends  are   posted   to   the
participant's  account in the last month of the calendar  quarter
or  at  the  time  of  total distribution of  the  account.   The
quarterly dividends are reinvested to purchase additional  shares
in the fund.

The  Asset  Manager series is a family of asset allocation  funds
offering  three  distinct  approaches to  diversified  investment
through  varying mixes of common stocks, mid and long-term  bonds
and short-term instruments anywhere in the world.

   Asset  Manager  has a more balanced approach  and  seeks  high
   total  return with reduced risk over the long term by using  a
   more   balanced   mix   of   stocks,  bonds   and   short-term
   instruments.  Foreign investments represented 12% of the  fund
   at  December  31, 1996.  The fund earns dividends  daily,  and
   the  dividends are posted to the participant's account in  the
   last  month of each calendar quarter or at the time  of  total
   distribution of the account.  The undistributed dividends  are
   reinvested to purchase more shares in the fund.

   Asset Manager Growth is the most aggressive fund in the family
   seeking  to  maximize  total  return  through  investments  in
   stocks,  bonds  and short-term instruments.  At  December  31,
   1996, common stocks made up approximately 70% of the fund with
   foreign  investments totaling 14%.  The fund  earns  dividends
   daily,  and  the  dividends are posted  to  the  participant's
   account in the last month of each calendar quarter or  at  the
   time  of total distribution of the account.  The undistributed
   dividends are reinvested to purchase more shares in the  fund.
   Asset  Manager  Income is the most conservative  fund  of  the
   series because of its emphasis on income and
<PAGE>

APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

1. PLAN DESCRIPTION (continued)

   short-term  instruments  which totaled  48%  of  the  fund  at
   December  31, 1996.  Foreign investments totaled  17%  of  the
   fund  at  December 31, 1996.  The fund earns dividends  daily,
   and  the dividends are posted to the participant's account  at
   the  end  of  each  calendar month or at  the  time  of  total
   distribution of the account.  The undistributed dividends  are
   reinvested to purchase more shares in the fund.

Through  September 30, 1995, the APL Limited Stock Fund consisted
entirely  of  shares  of  the  company's  Common  Stock  ("Common
Stock").   Effective October 1, 1995 the APL Limited  Stock  Fund
became unitized.  The participant's account will consist of units
instead of shares of stock.  The fund holds APL Limited Stock and
a  small  amount of short-term securities, such as  money  market
instruments.

The Loan Fund is invested solely in promissory notes executed  by
participants.  A participant may borrow from his or  her  account
up  to  the lesser of $50,000 or 50% of the participant's  vested
interest.   The outstanding balance of all prior loans under  the
Plan  or  any  other  plan  maintained  by  the  company  or  its
affiliates  reduces  the  amount  available  for  future   loans.
Moreover, the $50,000 limit is reduced by the amount of any  loan
repayments  made during the most recent 12 months.   The  minimum
amount  for  any  loan  is $1,000 and the  minimum  monthly  loan
repayment  is  $50.   Loans bear interest at  a  reasonable  rate
selected  by  the company, which provides for a  rate  of  return
commensurate  with  interest rates  charged  by  persons  in  the
business of lending money under similar circumstances and must be
repaid  within  five years, except for loans used  to  acquire  a
principal  residence which must be repaid within 15  years.   All
loans, regardless of term, become due and payable as soon as  the
participant's  employment terminates.  A new loan set-up  fee  of
$35  and a quarterly maintenance fee of $3.75 are charged against
the  accounts  of  the  participants  by  Fidelity  Institutional
Retirement Services Company, the Plan's recordkeeper.

Forfeitures and Forfeiture Allocations

Forfeitures are used to reduce company matching contributions and
to  restore  amounts  previously forfeited  by  former  employees
rehired before the occurrence of a break of service of more  than
60 consecutive months.  Forfeitures used by the company to offset
cash  contributions totaled $233,175.  The balance of forfeitures
available  for offset against cash contributions at December  31,
1996, was $20,959.

Funding

Employee   contributions  are  made  primarily  through   payroll
deductions  and  are  deposited  with  the  trustee  as  soon  as
administratively  possible  after  they  are  withheld.   Company
contributions  are  deposited as soon as  reasonably  practicable
after the amount is determined.

Termination of the Plan

Although  the  company has no present intention to terminate  the
Plan,  it  may do so at any time.  Upon termination of the  Plan,
each  participant  will be fully vested with respect  to  company
contributions and forfeitures.
<PAGE>

APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting

Financial  statements  of the Plan are prepared  on  the  accrual
basis  of  accounting,  in  accordance  with  generally  accepted
accounting principles.

Use of Estimates

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 additions and deductions during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.

Valuation of Investments

Investments  held by the Master Trust are carried at  fair  value
based  on  quoted  market prices as determined  by  the  trustee.
Interest  income, dividend income, realized gains and  losses  on
investment   transactions   and   unrealized   appreciation    or
depreciation  in  the Master Trust funds are  allocated  to  each
participant's account based on the amount of shares  credited  to
the  account  on  a daily basis, according to the investment  mix
elected  by  the participant, and are recorded as net  investment
gain from Master Trust.

Participant  loans  are carried at book value which  approximates
fair value.

Benefits are recorded when paid.

3. TRANSFER OF ASSETS FROM THE PROFIT-SHARING PLAN

The  company  adopted an amendment to terminate  a  related  plan
(American  President Profit-Sharing Plan)  as  of  June  3,  1995
following  the sale of American President Trucking Company,  Ltd.
assets   to  Burlington  Motor  Carriers,  Inc.   Prior  to   the
termination of this plan, individuals who remained employed  with
an  affiliate  of the company transferred their account  balances
and  became eligible participants of the SMART Plan.   The  SMART
Plan was also amended to include the transfer of remaining Profit-
Sharing   Plan   participant  accounts  as  of  May   31,   1996.
Transferred accounts will be treated in accordance with the SMART
Plan's provision concerning unclaimed benefits.

4. INVESTMENT IN MASTER TRUST

Effective  April  1,  1990,  Fidelity  Management  Trust  Company
entered into a trust agreement with the company to serve  as  the
trustee of the Plan.

The  trust  agreement  allows benefit plans  of  subsidiaries  to
participate  in  the Master Trust.  Income from  each  investment
fund  allocated  to  each plan represents the  aggregate  of  the
investment  income of the fund allocated to all  participants  in
that plan.

The  Plan's interest in the Master Trust is stated at fair  value
based  on the Plan's prorated interest in the Master Trust.   All
investments are stated at fair value based upon published  market
quotations.  The assets of the Master Trust are allocated to  the
individual participating plans based upon the relative  value  of
assets   contributed  to  the  Master  Trust.   Interest  income,
<PAGE>

APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

4.   INVESTMENT IN MASTER TRUST (continued)

dividends,  investment fees, and gains and losses (both  realized
and  unrealized)  of  the  Master  Trust  are  allocated  to  the
individual  participating plans based upon  their  relative  fair
values.



The following is a summary of the Plan's investment in the Master
Trust:


                                      American President
                          APL Limited   Profit-Sharing Total
                           SMART Plan     Plan       Master Trust
                         _________________________________________
Plan Investment in the
 Master Trust at
 December 31, 1996       $194,700,057       $    0 $194,700,057
                         ============   ========== ============

Percentage of Total          100%           0.0%      100%
                         ============   ========== ============


Plan Investment in the
 Master Trust at
 December 31, 1995       $182,117,387     $203,741 $182,321,128
                         ============   ========== ============

Percentage of Total          99.9%          0.1%      100%
                         ============   ========== ============
<PAGE>

APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

4. INVESTMENT IN MASTER TRUST (continued)

The following are summary financial statements of the Master Trust:

[CAPTION]
                                     Statement of Net Assets of the Master Trust
                                                     December 31, 1996
<TABLE>
                                    Fidelity Funds
                     _____________________________________________________________________
                     U.S. Bond U.S. Equity Retirement    Growth                  Int'l
                       Index     Index     Money Market and Income Magellan     Growth &
                     Portfolio Portfolio   Portfolio    Portfolio    Fund        Income  
<S>                 <C>        <C>         <C>         <C>         <C>         <C>        
Investments at Fair Value:
 Common Stock
 Investments in Stock and
  Bond Mutual Funds $9,156,294 $40,350,847             $46,474,674 $37,426,677 $4,157,410
 Money Market Fund                         $35,162,873
 Loans to Participants
                    __________ ___________ ___________ ___________ ___________ ___________

Total Investments    9,156,294  40,350,847  35,162,873  46,474,674  37,426,677  4,157,410

Liabilities               -           -           -           -           -          -
                    __________ ___________ ___________ ___________ ___________ ___________
Net Assets at
 December 31, 1996  $9,156,294 $40,350,847 $35,162,873 $46,474,674 $37,426,677 $4,157,410
                    ========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
                                      Statement of Net Assets of the Master Trust
                                                      December 31, 1996
                                Fidelity Funds
                       ___________________________
                                 Asset      Asset  APL Limited
                       Asset     Manager   Manager    Stock     Loan
                       Manager   Growth    Income      Fund     Fund         Total
<S>                 <C>        <C>        <C>      <C>         <C>        <C>
Investments at Fair Value:
 Common Stock                                      $8,956,153             $  8,956,153
 Investments in Stock and
  Bond Mutual Funds $1,845,560 $3,153,365 $684,265                         143,249,092
 Money Market Fund                                     80,290               35,243,163
 Loans to Participants                                         $7,251,649    7,251,649
                    __________ __________ _________ __________ __________ ____________

Total Investments    1,845,560  3,153,365   684,265  9,036,443  7,251,649  194,700,057

Liabilities               -          -         -          -          -            -
                    __________ __________ _________ __________ __________ ____________
Net Assets at
 December 31, 1996  $1,845,560 $3,153,365 $684,265  $9,036,443 $7,251,649 $194,700,057
                    ========== ========== ========= ========== ========== ============
</TABLE>

NOTES TO FINANCIAL STATEMENTS

4. INVESTMENT IN MASTER TRUST (continued)

The following are summary financial statements of the Master Trust:
<TABLE>
<CAPTION>
                                       Statement of Net Assets of the Master Trust
                                                       December 31, 1995
                                    Fidelity Funds
                     ____________________________________________________________________
                     U.S. Bond U.S. EquityRetirement    Growth                   Int'l
                       Index     Index    Money Market and Income  Magellan    Growth &
                     Portfolio Portfolio  Portfolio    Portfolio      Fund      Income
<S>                 <C>        <C>        <C>          <C>         <C>         <C>       
Investments at Fair Value:
 Common Stock
 Investments in Stock and
  Bond Mutual Funds $9,500,305 $33,776,506             $36,299,736 $40,789,279 $3,463,801
 Money Market Mutual Fund                  $36,200,035
 Loans to Participants
                    __________ ___________ ___________ ___________ ___________ ___________

Total Investments    9,500,305  33,776,506  36,200,035  36,299,736  40,789,279  3,463,801

Liabilities              -            -           -           -           -          -
                    __________ ___________ ___________ ___________ ___________ ___________
Net Assets at
 December 31, 1995  $9,500,305 $33,776,506 $36,200,035 $36,299,736 $40,789,279 $3,463,801
                    ========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
                                       Statement of Net Assets of the Master Trust
                                                       December 31, 1995
                              Fidelity Funds
                    ________________________________
                                 Asset       Asset    APL Limited
                       Asset    Manager      Manager    Stock       Loan
                      Manager    Growth      Income      Fund       Fund          Total
<S>                 <C>        <C>            <C>      <C>         <C>        <C>         
Investments at Fair Value:
 Common Stock                                          $9,133,399             $  9,133,399
 Investments in Stock and
  Bond Mutual Funds $1,956,695 $2,425,219     $726,051                         128,937,592
 Money Market Mutual Fund                                                       36,200,035
 Loans to Participants                                             $8,050,102    8,050,102
                    __________ __________  ___________ __________  __________ ____________

Total Investments    1,956,695  2,425,219      726,051  9,133,399   8,050,102  182,321,128

Liabilities               -          -            -          -           -            -
                   __________ __________  ___________  __________  __________ ____________
Net Assets at
 December 31, 1995 $1,956,695 $2,425,219     $726,051  $9,133,399  $8,050,102 $182,321,128
                   ========== =========== ===========  ==========  ========== ============
</TABLE>
<PAGE>


APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

4. INVESTMENT IN MASTER TRUST (continued)
<TABLE>
<CAPTION>
                                Statement of Changes in Net Assets of the Master Trust
                                   for the Year Ended December 31, 1996

                                   Fidelity Funds
                     ____________________________________________________________________

                     U.S. Bond  U.S. Equity Retirement   Growth                   Int'l
                      Index      Index     Money Market and Income  Magellan    Growth &
                     Portfolio  Portfolio   Portfolio   Portfolio     Fund       Income

<S>                  <C>        <C>         <C>         <C>         <C>         <C>       
Net Assets at
 December 31, 1995   $9,500,305 $33,776,506 $36,200,035 $36,299,736 $40,789,279 $3,463,801

Realized Gains           (6,462)  2,563,812               1,883,686     961,901     58,169
Unrealized
 Appreciation          (324,879)  3,853,348               3,503,806  (3,197,760)   269,503
Dividend Income                   1,032,787               2,302,590   6,408,998    140,675
Interest Income         641,021               1,759,695
Receipts from Plans     734,603   1,874,188   1,715,219   3,386,638   3,547,546    522,903
Distributions
 to Plans            (1,259,049) (4,199,168) (6,726,067) (5,840,023) (4,977,328)  (339,301)
Administrative Expenses
Interfund Transfers    (227,195)  1,389,752   2,054,975   4,638,562  (6,515,402)       544
Loans to Participants  (151,103)   (520,711)   (628,744)   (725,368)   (784,621)   (56,954)
Loan Paybacks           249,053     580,333     787,760   1,025,047   1,194,064     98,070
                  __________________________________________________________________________

Net Change             (344,011)  6,574,341  (1,037,162) 10,174,938  (3,362,602)    693,609

                  __________________________________________________________________________

Net Assets at
 December 31, 1996  $9,156,294 $40,350,847 $35,162,873 $46,474,674 $37,426,677   $4,157,410
                  ==========================================================================
</TABLE>
APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

4. INVESTMENT IN MASTER TRUST (continued)
<TABLE>
<CAPTION>
                               Statement of Changes in Net Assets of the Master Trust
                                  for the Year Ended December 31, 1996

                           Fidelity Funds
                   _____________________________

                               Asset     Asset     APL Limited
                      Asset    Manager   Manager     Stock      Loan
                     Manager   Growth    Income       Fund      Fund       Total

<S>                <C>        <C>         <C>      <C>        <C>        <C>         
Net Assets at
 December 31, 1995 $1,956,695 $2,425,219  $726,051 $9,133,399 $8,050,102 $182,321,128

Realized Gains         63,749    122,097    11,173  1,247,928               6,906,053
Unrealized
 Appreciation           2,166     91,766   (14,018)  (756,847)              3,427,085
Dividend Income       144,174    262,743    38,785                         10,330,752
Interest Income                              2,367               564,873    2,967,956
Receipts from Plans   212,585    336,359   106,503  1,213,505              13,646,075
Distributions
 to Plans            (219,625)  (367,542)  (37,435)  (908,992)            (24,870,556)
Administrative Expenses                                          (28,436)     (28,436)
Interfund Transfers  (344,018)   250,497  (161,397)(1,086,318)                      0
Loans to Participants (35,785)   (51,977)   (5,013)  (244,360) 3,204,636            0
Loan Paybacks          65,619     84,203    17,249    438,128 (4,539,526)           0
                  ____________________________________________________________________

Net Change           (111,135)   728,146   (41,786)   (96,956)  (798,453)  12,378,929

                  ____________________________________________________________________

Net Assets at
 December 31, 1996 $1,845,560 $3,153,365  $684,265 $9,036,443 $7,251,649 $194,700,057
                  ====================================================================
</TABLE>
<PAGE>






APL Limited SMART Plan

NOTES TO FINANCIAL STATEMENTS

5. TRANSACTIONS WITH PARTIES-IN-INTEREST

The  APL  Limited  Stock Fund is provided by the Plan for  the  purpose  of
allowing participants to invest in the company's Common Stock (see Note 7).
All  transactions involving Common Stock are reflected in this  fund.   The
nine  mutual  funds offered as investment options are managed  by  Fidelity
Management & Research Company.

Commissions  and  mutual fund expenses, including investment  advisor  fees
paid  by  the  individual mutual funds to Fidelity, are deducted  from  the
investment  return  of  the  Funds.  An initial set-up  fee  and  quarterly
maintenance  fee  are charged against the accounts of the participants  for
loans  processed  by Fidelity.  All other trustee fees and related  charges
have been paid by the company.

6. INCOME TAX STATUS

The  Internal Revenue Service has determined and informed the company by  a
letter dated January 16, 1996, that the Plan is designed in accordance with
applicable  sections of the Internal Revenue Code ("IRC").   The  Plan  has
been  amended since receiving the determination letter.  However, the  Plan
administrator and the Plan's tax counsel believe that the Plan is  designed
and   is  currently  being  operated  in  compliance  with  the  applicable
requirements of the IRC.

7.   SUBSEQUENT EVENT

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



Exhibit 23.1




             CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As  independent public accountants, we hereby consent to the  incorporation
of our report dated May 2, 1997, included in this Form 10-K/A Amendment No.
2  into the company's previously filed Registration Statements on Form  S-3
(File No. 33-60893) and Form S-8 (File No. 2-89094, and 33-17499).



/s/  Arthur Andersen LLP
San Francisco, California
June 13, 1997