UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                           FORM 10-K/A
                                
                         AMENDMENT NO. 1
                                
(Mark One)
(x)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 27, 1996
                               OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from __________________ to
     __________________

                  Commission File Number 1-8544
                                
                                
                                

                           APL LIMITED
     (Exact name of registrant as specified in its charter)

          Delaware                                   94-2911022
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)              Identification No.)

                          1111 Broadway
                       Oakland, CA  94607
            (Address of principal executive offices)
         Registrant's telephone number:  (510) 272-8000
                                
                         ______________
<PAGE>                                

                         TABLE OF CONTENTS

                                                          Page

                              PART III

Item 10.       DIRECTORS AND EXECUTIVE OFFICERS
                 OF THE REGISTRANT                         3-5
Item 11.       EXECUTIVE COMPENSATION                     5-12
Item 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                 OWNERS AND MANAGEMENT                   12-14
Item 13.       CERTAIN RELATIONSHIPS AND RELATED
                 TRANSACTIONS                               14

                              PART IV

Item 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                 REPORTS ON FORM 8-K                        15

               SIGNATURES                                   16
<PAGE>
EXPLANATORY   NOTE:    The  Annual  Meeting   of   Stockholders
originally scheduled for May 14, 1997 will be rescheduled to  a
later date in order to solicit proxies for stockholder approval
of  the  Agreement and Plan of Merger, dated as  of  April  13,
1997,  among APL Limited (the "company"), Neptune Orient  Lines
Ltd   and   Neptune  U.S.A.,  Inc.,  pursuant  to  which   each
outstanding  share  of  common stock of  the  company  will  be
converted  into  the right to receive $33.50 in  cash,  Neptune
U.S.A.,  Inc.  will merge with and into the  company,  and  the
company will become a wholly-owned subsidiary of Neptune Orient
Lines  Ltd.  A detailed proxy statement describing the proposed
merger  and other business to be presented at the meeting  will
be mailed prior to the rescheduled meeting.  The company's Form
10-K,  filed on March 5, 1997, incorporated certain information
from the proxy statement by reference and is hereby amended  to
include the full text of that information.


                             PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following sets forth certain information with respect
to the directors of the company:

Charles S. Arledge (Age 61).  Mr. Arledge became a director  of
the  company in July 1983.  Mr. Arledge is a partner of  Signal
Ventures,  a  private investment firm.  He was Vice  President,
Strategic Planning of Aerojet-General Corporation from 1986  to
1989.(a)(c)

John  H.  Barr  (Age 67).  Mr. Barr became a  director  of  the
company  in  July  1983.   He  is a real  estate  developer  of
industrial and mobile home parks.(b)(d)

Tully  M.  Friedman (Age 55).  Mr. Friedman was  elected  as  a
director  of  the  company in April 1994.  He is  Chairman  and
Chief Executive Officer of Tully M. Friedman & Company, LLC,  a
San  Francisco-based investment firm.  He was a general partner
of  Hellman  & Friedman until March 31, 1997.  Mr. Friedman  is
currently on the Advisory Board of Tevecap, S.A., the Boards of
Directors  of  Levi  Strauss  &  Co.,  Mattel,  Inc.,  McKesson
Corporation,  and  a member of the Board of Representatives  of
Falcon Holding Group, L.P.(a)

Joji Hayashi (Age 57).  Mr. Hayashi became the Chairman of  the
Board of Directors in October 1995.  He was President and Chief
Executive Officer of American President Lines, Ltd.   from  May
1990 until October 1995.  He has been a director of the company
since July 1983.

F.   Warren Hellman (Age 62).  Mr. Hellman became a director of
the company in November 1988.  He is a general partner of Hellman
& Friedman, a San Francisco-based investment firm.  Mr. Hellman
is also a director of Williams-Sonoma, Inc., Levi Strauss & Co.,
Franklin  Resources, Inc., MobileMedia Corporation and numerous
private companies.(b)(d)

Toni  Rembe  (Age  60).  Ms. Rembe has been a director  of  the
company since October 1993.  She has been a partner in the  law
firm of Pillsbury Madison & Sutro LLP since 1971, where she  is
managing partner of the firm's Tax Group and a former member of
the  Executive  Committee.  She is also a director  of  Pacific
Telesis    Group,   Potlatch   Corporation   and   Transamerica
Corporation,                                                and
<PAGE>
a  Trustee  and  the  President of  both  the  van  Loben  Sels
Foundation and the American Conservatory Theater.(a)(c)

Timothy  J. Rhein (Age 56).  Mr. Rhein was named President  and
Chief  Executive  Officer of the company in October  1995.   He
served  as the company's President and Chief Operating  Officer
from  July 1995 to October 1995.  Prior to that, Mr. Rhein  was
President  and  Chief Executive Officer of APL  Land  Transport
Services, Inc. from May 1990 to October 1995 and President  and
Chief Operating Officer of American President Lines, Ltd.  from
January  1987  to  May 1990.  He has been  a  director  of  the
company since July 1990.(d)

Forrest N. Shumway (Age 70).  Mr. Shumway became a director  of
the company in August 1987.  He retired as Vice Chairman of the
Board of Allied-Signal Inc. in December 1987, a position he had
held   since   1985.   Mr.  Shumway  is  also  a  director   of
Transamerica  Corporation,  The  Clorox  Company  and  Aluminum
Company of America.(b)(c)(d)

G.  Craig  Sullivan (Age 57).  Mr. Sullivan was  elected  as  a
director  of the company in April 1994.  Mr. Sullivan has  been
the  Chairman of the Board and Chief Executive Officer  of  The
Clorox  Company since July 1, 1992.  Prior to that, he was  The
Clorox Company's Vice Chairman and Chief Executive Officer (May-
June 1992) and Group Vice President (1989-1992).(b)(d)

Barry L. Williams (Age 52).  Mr. Williams became a director  of
the  company in July 1983.  He is President of Williams Pacific
Ventures Inc., a venture capital and real estate investment and
consulting firm.  He was President of C.N.  Flagg Power Inc., a
construction services company, from July 1988 until its sale in
July  1992,  and  a Managing Principal of Bechtel  Investments,
Inc.  until  May 1987.  He is also a director of Tenera,  Inc.,
CH2M   Hill   Companies,  Ltd.,  The  USA  Group,  Inc.,   PG&E
Corporation,  Simpson Manufacturing Company, Inc.  and  Newhall
Land and Farming Co., Inc.(a)(c)

(a)  Member of the Audit Committee
(b)  Member of the Compensation Committee
(c)  Member of the Nominating Committee
(d)  Member of the Executive Committee

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

John  G.  Burgess (Age 52).  Mr. Burgess was elected  Executive
Vice  President of the company in May 1995.  He has also served
as  Executive Vice President of American President Lines,  Ltd.
since  December  1992.  Prior to that, he served  as  Executive
Vice  President and Chief Operating Officer American  President
Lines, Ltd. from May 1990 to November 1992.

Maryellen  B.  Cattani  (Age  53).   Ms.  Cattani  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 55).  Mr. Crandall 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's Los Angeles office since 1990.
<PAGE>
Michael  Goh  (Age  47).   Mr. Goh was elected  Executive  Vice
President  of  the company in April 1996.  Prior  to  that,  he
served as Senior Vice President of the company from March  1996
to  April  1996,  Senior Vice President of  American  President
Lines,  Ltd.  from January 1996 to March 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 63).  Mr. Marston 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 49).  Mr. Stuebgen 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.


ITEM 11.  EXECUTIVE COMPENSATION

     Information  is  set  forth below as to  the  compensation
awarded to, earned by or paid to the Chief Executive Officer of
the company, each of the four most highly compensated executive
officers of the company other than the Chief Executive Officer,
and  the  company's  directors, for services  rendered  to  the
company  and  its  subsidiaries during the  last  three  fiscal
years.

                   Summary Compensation Table

                         Annual Compensation     Long-Term Compensation
                                            Other            Awards         All
                                            Annual  Restricted Securities Other
Name and                                    Compen- Stock     Underlying Compen-
Principal Position   Year Salary   Bonus(1) sation  Awards(2) Options    sation

John G. Burgess      1996 $276,025 $138,120 $    0    $2,092       0    $17,215
 Executive Vice      1995 $275,810 $ 63,740 $    0    $2,793  17,500    $17,263
 President           1994 $275,810 $119,915 $8,283    $   0   15,000    $17,093

L. Dale Crandall     1996 $365,200 $180,834 $    0    $12,460      0    $ 94,320
 Executive Vice   (4)1995 $275,305 $ 92,837 $    0    $ 3,129 80,000    $430,080
 President, Chief
 Financial Officer
 and Treasurer

Joji Hayashi         1996 $365,040 $172,142 $    0    $   0        0    $23,257
 Chairman of         1995 $365,040 $ 92,797 $    0    $   0        0    $23,214
 the Board           1994 $365,040 $177,382 $12,220   $   0   32,000    $22,977

James S. Marston     1996 $291,200 $131,084 $    0    $   0        0    $18,722
 Executive Vice      1995 $291,200 $ 67,296 $    0    $   0        0    $19,466
 President and Chief 1994 $291,200 $134,050 $12,961   $   0   22,000    $19,170
 Information Officer

Timothy J. Rhein     1996 $525,000 $324,097 $    0    $56,159 60,000    $31,500
 President and Chief 1995 $393,265 $155,000 $    0    $13,629 30,000    $23,283
 Executive Officer   1994 $365,040 $177,382 $13,809   $   0   32,000 $22,847
<PAGE>
(1)
   Under  the Company's 1995 Stock Bonus Plan, certain  of  the
   company's executives and key employees can elect to  receive
   all  or  any  part of their bonuses in the form  of  phantom
   shares.  Messrs. Burgess, Crandall and Rhein designated that
   $11,993,  $70,822  and  $319,087,  respectively,  of   their
   bonuses  payable with respect to 1996, and $15,918,  $17,829
   and  $77,490,  respectively, of their bonuses  payable  with
   respect  to 1995, be credited to them in the form of phantom
   shares.

(2)   The amounts shown with respect to 1995 and 1996 represent
   the value of premium phantom shares received under the 1995 Stock
   Bonus Plan.  Participants who elect to receive their bonuses in
   the form of phantom shares receive a premium in the form  of
   additional  phantom  shares equal to  17.6%  of  the  shares
   representing their converted bonuses.  Premium phantom shares
   vest in two years, subject to earlier vesting in the event the
   participant's employment terminates due to death or disability or
   in the event of a change in control with respect to the company.
   The term "change of control" has the same meaning in this plan as
   in  the  1989  Stock  Incentive Plan.  If the  participant's
   employment terminates in less than two years for any reason other
   than  death  or disability, the premium phantom  shares  are
   forfeited.  Premium phantom shares carry a right to dividend
   equivalents, which are converted into additional phantom shares.
   The unvested premium phantom shares held by Messrs. Burgess,
   Crandall and Rhein as of the end of fiscal 1996 had values of
   $3,109, $3,483 and $15,170, respectively, based on the closing
   price  of the  company's Common Stock on the New York  Stock
   Exchange  on December 27, 1996.  The premium phantom  shares
   accrued in fiscal 1996 were not credited to participants until
   February 14, 1997.  Accordingly, these units had no fiscal 1996
   year-end value.

(3)  During fiscal year 1996, the Company paid premiums on life
   insurance for Messrs. Burgess, Crandall, Hayashi and Marston in
   the amount of $653, $1,076, $1,355 and $2,068, respectively; made
   matching  contributions under the company's SMART  Plan  for
   Messrs. Burgess, Crandall and Rhein in the amount of $4,780,
   $9,000 and $9,000, respectively; made matching contributions
   under the company's 1995 Deferred Compensation Plan for Messrs.
   Burgess,  Crandall, Hayashi, Marston and Rhein  of  $11,782,
   $12,912, $21,902, $16,654, and $22,500, respectively; and forgave
   $71,332 in principal and accrued interest on a loan made to Mr.
   Crandall in 1995 in connection with the sale of his home  in
   Southern California, pursuant to his employment agreement.

(4)Mr.  Crandall joined the company on March 31, 1995, and  his
   compensation is for the period from March 31 to December 29,
   1995.

     Information  is provided below with respect to  all  stock
option  grants to and exercises by the five executive  officers
named  in  the  Summary Compensation Table during  fiscal  year
1996.
<PAGE>
                Option Grants in Last Fiscal Year

                              Individual Grants
                 Number of    % of Total
                 Securities    Options                        Grant
                 Underlying   Granted to Exercise              Date
                  Options    Employees InPrice perExpiration Present
Name              Granted(1)(2)    Fiscal    Year             Share(1)
Date              Value(3)

John G. Burgess         0           0%       N/A       N/A         0
L. Dale Crandall        0           0%       N/A       N/A         0
Joji Hayashi            0           0%       N/A       N/A         0
James S. Marston        0           0%       N/A       N/A         0
Timothy J. Rhein   10,000         6.8%   $22.375   7/26/03  $ 81,209
                   50,000        34.0%   $22.375   7/26/03  $406,047

(1)  All options were granted with an exercise price at or above
   fair  market  value.   During fiscal  year  1996,  no  stock
   appreciation rights were awarded to any executive officer.

(2)These options become exercisable in installments based  upon
   achievement  of  specified targets for appreciation  in  the
   value  of  the  company's Common Stock.   See  "Compensation
   Committee  Report on Executive Compensation."  On  July  27,
   1998,  the options will vest as to 60% of the covered shares
   if  not  otherwise vested, and on July 27, 2002, the options
   will  vest as to the remaining 40% if not otherwise  vested.
   In  addition, the options will vest in full in the event  of
   the  employee's  death or disability or upon  a  "change  in
   control"  of  the  company.  As defined in  the  1989  Stock
   Incentive Plan, a "change in control" of the company  occurs
   when: (a) any person, entity or group becomes the beneficial
   owner  of  at least 20% of the company's outstanding  Common
   Stock  or  of  the  combined voting power of  the  company's
   outstanding  securities, except by reason of (i) repurchases
   of  securities by the company or its employee benefit  plans
   and  (ii)  certain business combinations in  which  (1)  the
   company's  prior stockholders continue to own a majority  of
   the  successor  entity's common stock and  voting  power  in
   substantially   the   same   proportions   as   before   the
   combination, (2) no person or entity beneficially  owns  20%
   or  more  of  the successor's common stock or  voting  power
   except to the extent that such ownership existed before  the
   combination,  and  (3) the successor's  board  of  directors
   consists of at least a majority of the "Incumbent Board," as
   described  below;  (b)  the  "Incumbent  Board"  ceases   to
   constitute  a majority of the company's Board of  Directors;
   (c)  a  business combination occurs that does not  meet  the
   requirements  summarized in clause (ii) above;  or  (d)  the
   company's  stockholders  approve a complete  liquidation  or
   dissolution  of the company.  As defined in  the  plan,  the
   "Incumbent  Board"  consists of those individuals  who  were
   directors of the company on January 28, 1997, together  with
   any   other  directors  whose  election  or  nomination  was
   approved by a majority of the directors then comprising  the
   "Incumbent Board," subject to certain exceptions.

(3)"Grant  Date  Present Values" were determined based  upon  a
   model   that   uses   the   Black-Scholes   option   pricing
   methodology.   These  are estimated values  based  upon  the
   following  arbitrary  assumptions:  stock  price  volatility
   calculated  using  the daily stock prices for  the  18-month
   period  prior  to  the valuation date; a risk-free  interest
   rate curve based on the
 <PAGE>
  interbank  borrowing rate; exercise on the option expiration
   date;  and  a  future dividend yield of 1.72%.   The  actual
   value,  if  any, that an executive ultimately realizes  upon
   the exercise of an option will be the difference between the
   market  price  of  the  underlying  shares  and  the  option
   exercise price on the date of exercise.

       Aggregated Option Exercises in Last Fiscal Year and
                  Fiscal Year-End Option Values

                                        Number of        Value of
                                 Securities Underlying  Unexercised
                                       Unexercised     In-the-Money
                                    Options at Fiscal   Options at
                   Shares                Year-End    Fiscal Year-End
                Acquired on Value      Exercisable/    Exercisable/
Name                  Exercise             Realized    Unexercisable

John G. Burgess         0       $0   34,580/ 55,000$144,045/$ 55,000
L. Dale Crandall        0       $0        0/ 80,000$      0/$ 80,000
Joji Hayashi            0       $0   38,168/ 80,000$265,080/$ 80,000
James S. Marston        0       $0   23,300/ 55,000$164,707/$ 55,000
Timothy J. Rhein        0       $0   15,251/170,000$ 73,078/$140,000

Pension Plan Table

     The following table illustrates the approximate retirement
income   which  may  become  payable  under  the  APL   Limited
Retirement   Plan  (the  "Retirement  Plan")   (including   the
supplemental  benefits under the company's Excess-Benefit  Plan
and 1995 Supplemental Executive Retirement Plan) to an employee
credited  with  the number of years of service shown,  assuming
that  benefits commence at age 65 and are payable in the normal
form (generally a joint and 50% survivor benefit).

                    Annual Retirement Income

5-Year Average                       Years of Service
Annual Compensation      15       20        25        30        35

$400,000             $120,000  $160,000 $180,000  $200,000  $200,000
$500,000             $150,000  $200,000 $225,000  $250,000  $250,000
$600,000             $180,000  $240,000 $270,000  $300,000  $300,000
$700,000             $210,000  $280,000 $315,000  $350,000  $350,000
$800,000             $240,000  $320,000 $360,000  $400,000  $400,000
$900,000             $270,000  $360,000 $405,000  $450,000  $450,000

     The  amounts shown in the table are subject to  adjustment
for Social Security benefits.  The credited years of service of
the  executive  officers of the company named  in  the  Summary
Compensation Table are as follows: Mr. Burgess, 11  years;  Mr.
Crandall, 2 years; Mr. Hayashi, 27 years; Mr. Marston, 9 years;
and  Mr.  Rhein,  29 years.  The compensation  covered  by  the
Retirement  Plan,  Excess-Benefit Plan  and  1995  Supplemental
Executive  Retirement  Plan was $339,980,  $458,037,  $457,837,
$358,496  and $680,000 for Messrs. Burgess, Crandall,  Hayashi,
Marston   and   Rhein,  respectively,  during  1996.    Covered
compensation for any year is equal to the sum of the employee's
annual  salary  rate  on June 1 and any  cash  bonus  that  the
employee  receives or defers during the year.  However,  before
June 1, 1997, the compensation on which retirement income would
be  determined  is different from such amount because  benefits
accruing before that date are based upon a five-year average of
the   employee's   compensation.    Retirement   benefits   are
supplemented for Mr. Crandall under the terms of his employment
agreement.    See   "Employment   Contracts,   Termination   of
Employment  and  Change-in-Control  Arrangements  and   Certain
Transactions."
<PAGE>
Compensation of Directors

     Directors who are not employees of the company receive  an
annual  retainer of $24,000, a fee of $1,000 per  meeting  when
attending  Board or stockholder meetings and an additional  fee
of  $850 for each committee meeting attended.  The Chairpersons
of the company's Audit and Compensation Committees each receive
an annual retainer of $3,000.  All directors are reimbursed for
their  reasonable  expenses incurred  in  connection  with  the
company's  business.  A director may elect to defer receipt  of
compensation earned as a director under a deferred compensation
plan and may elect to receive such compensation in the form  of
Common Stock or phantom shares under the 1995 Stock Bonus Plan.

     Under  the  Retirement Plan for Directors of  APL  Limited
(the "Retirement Plan for Directors"), directors who have never
been  employees  of  the  company are eligible  to  receive  an
unfunded  benefit if they complete five years of service  as  a
director  or  if  they attain age 70 or become permanently  and
totally  disabled while serving as a director.  The benefit  is
equal  to the amount of the annual retainer paid by the company
to  its  directors,  as adjusted during  the  period  that  the
retired  director is receiving the benefit, and is paid  for  a
period  equal  to the lesser of 10 years or one year  for  each
full  or  partial  year of service as a  director.   A  reduced
benefit  for a director's surviving spouse is provided  in  the
event  that  the director dies before retirement or dies  after
retirement  but  before expiration of his or her  benefit.   In
addition,  the  Retirement  Plan  for  Directors  provides  for
mandatory retirement of a director not later than the  date  of
the  annual  meeting of stockholders of the company  coinciding
with  or next following his or her 70th birthday (72nd birthday
for individuals who were directors on September 15, 1992).

     Under the 1992 Directors' Stock Option Plan, directors who
have  never been company employees receive options to  purchase
10,000  shares of Common Stock upon election or appointment  to
the  Board of Directors, and all non-employee directors receive
annual  grants  of options to purchase 2,000 shares  of  Common
Stock.   These options have exercise prices equal to  the  fair
market  value of the company's Common Stock on the grant  date.
They  vest in three equal annual installments and, if held  for
at  least  six  months,  vest  in full  upon  the  non-employee
director's  retirement,  death or disability  or  a  change  in
control  of the company.  The term "change in control" has  the
same  definition  in this plan as in the 1989  Stock  Incentive
Plan  (see  above).   As provided in the plan,  Ms.  Rembe  and
Messrs. Arledge, Barr, Friedman, Hellman, Shumway, Sullivan and
Williams  each  received options to purchase  2,000  shares  of
Common Stock in fiscal year 1996.

Employment  Contracts, Termination of Employment and Change-in-
 Control Arrangements and Certain Transactions

     Messrs. Burgess, Crandall, Hayashi, Marston and Rhein  are
employed   at  annual  salaries  of  not  less  than  $303,860,
$376,160, $380,000, $299,940 and $600,000, respectively,  under
employment  agreements that expire when  they  attain  age  65.
These  agreements  may be terminated by either  party  for  any
reason  upon 30 days' notice.  While the agreements  remain  in
effect,  these  individuals  are  entitled  to  receive   their
salaries  and  to  participate  in  the  employee  benefit  and
compensation plans maintained by the company.  If  the  company
terminates   their   employment   without   cause,    specified
percentages of
<PAGE>
their  base  salaries  (150% for Messrs. Burgess  and  Marston,
155%  for Messrs. Crandall and Hayashi and 160% for Mr. Rhein),
and  participation  in all insurance and  similar  plans,  will
continue  for  three  years (but not beyond  age  65)  and  the
applicable  period  will  be counted  as  employment  with  the
company  for  purposes of determining the termination  date  of
options,  vesting  under  the company's executive  compensation
programs,  including  the 1989 Stock Incentive  Plan  and  1995
Stock  Bonus Plan, and calculation of a supplemental retirement
benefit.   In the event of such termination, Mr. Hayashi  would
also  be credited with service for purposes of calculating  the
supplemental  retirement benefit for a period during  which  he
was  employed  by  the company in a seagoing  position.   These
agreements with Messrs. Burgess, Crandall, Hayashi, Marston and
Rhein  also provide that the company will compensate  them  for
any  amounts  that  they do not receive  as  a  result  of  any
provision in any plan or agreement limiting payments which  are
nondeductible by the company for federal income tax purposes on
account of Internal Revenue Code provisions relating to  golden
parachute payments.

     As   of  January  28,  1997,  the  company  entered   into
additional employment agreements with the officers named in the
Summary  Compensation Table.  Under these agreements,  each  of
these officers has agreed to remain employed by the company for
a  specified  period after a change in control of  the  company
(each,  an  "Employment Period").  The agreements also  protect
these   officers   against  certain  material   reductions   in
compensation, benefits, titles and duties, and against material
changes  in  their  office locations,  following  a  change  in
control.   So  long as each such officer remains employed  with
the  company during his Employment Period, he will be  entitled
to  receive  an  amount equal to his annual salary  (annualized
from  his highest monthly salary during the 12 months prior  to
the  change  of  control) and annual bonus, and  certain  other
benefits.  In addition, if such officer resigns for good reason
(including  a  resignation  due  to  a  material  reduction  in
compensation,   benefits,  title  or  duties  or   a   material
relocation  and a resignation within a specified  time  period)
during  his Employment Period, or such officer's employment  is
terminated  other  than  for cause or  disability  during  that
period,  then the company will be obligated to pay  a  lump-sum
amount  equal to up to three times such officer's  annual  base
salary  and bonus plus the value of certain retirement benefits
and   other  payments  foregone  due  to  the  termination   or
resignation.   Such officer will also be entitled to  continued
employee  benefits for a specified period.  If it is determined
that  any  payment made to an officer pursuant to his agreement
would  subject  him to an excise tax pursuant to  the  Internal
Revenue  Code, the company will also be obligated  to  pay  the
officer an additional amount sufficient to put him in the  same
after-tax  position that he would have been in, had  no  excise
tax  been  imposed.  The term "change in control" has the  same
meaning  in  these  agreements as in the 1989  Stock  Incentive
Plan, as described above.

     The  company has also agreed to provide Mr. Crandall  with
an  unfunded  supplemental  retirement  benefit  equal  to  the
difference between the amount of the pension benefits  actually
paid  under  the company's qualified and non-qualified  defined
benefit  pension plans and the amount of a hypothetical pension
benefit.   If  Mr.  Crandall's employment terminates  after  he
reaches age 65, the hypothetical pension benefit will be  equal
to  40%  of  his highest five-year average annual  compensation
(subject to adjustment for Social Security benefits).   If  his
employment   terminates  before  he   reaches   age   65,   the
hypothetical  pension benefit will be equal to the  greater  of
(i) $12,500 per
<PAGE>
month  (subject  to  cost-of-living  increases  not  to  exceed
three  percent  per year) or (ii) 40% of his highest  five-year
average annual compensation, prorated based upon his length  of
service  with  the  company (subject to adjustment  for  Social
Security  benefits).  This hypothetical benefit for termination
prior  to  age  65 will also be reduced by the  amount  of  any
retirement  benefit that Mr. Crandall receives from  his  prior
employer.   If  Mr.  Crandall  is not  otherwise  eligible  for
retiree  health  insurance coverage from the company  when  his
employment  terminates,  the  company  will  provide   coverage
comparable to the coverage then being provided to its  retiring
employees.  Mr. Crandall will be required to contribute to  the
cost  of this coverage on the same basis as retiring employees.
To  assist  him in the sale of his home in Southern California,
the  company  made  a  loan  in  the  amount  of  $400,000   to
Mr.  Crandall in fiscal 1995 which bears interest at the  prime
rate  and  is  payable in annual installments of  $50,000  over
eight  years  commencing in March 1996.  Payment of  the  first
installment  and  accrued interest was forgiven  in  1996,  and
payment of the next four installments and accrued interest will
be forgiven as they become due, provided Mr. Crandall continues
to  be  employed  by  the company (or is treated  as  being  so
employed under his employment agreement), or in the event  that
his employment terminates due to disability.

Long-Term Incentive Program

     The  performance stock options discussed above  will  vest
based upon the company's achievement of the stock price targets
set forth below.

                                                            Vested
                                                        Percentage of
Time Period            Stock Price Target              Original Option

July 27, 1996 to            $33.563                        33 1/3%
July 26, 1997               $36.919                        66 2/3%
                            $42.513                       100    %

July 27, 1997 to            $35.800                        33 1/3%
July 26, 1998               $38.038                        66 2/3%
                            $42.513                       100    %

July 27, 1998                 none                         60    %

July 27, 1998 to Total return on the company's
July 26, 2002          Common Stock                       100    %
           (appreciation plus dividends) since date
                          of grant is
              at least 100% total return of median
                 company in S&P 500 Index for
                         same period.

July 27, 2002                 none                        100    %

     Before July 27, 1998, no portion of the options will  vest
unless the total return on the company's Common Stock from  the
date  of grant to the potential vesting date has been at  least
75%  of  the total return of the median company in the S&P  500
Index for the same period.  This minimum requirement applies in
addition to the targets in the table above.  These options will
also vest in full upon a "change in control" of the company, as
defined above.
<PAGE>
Performance Graph

     The  following graph compares the cumulative total  return
on  the company's Common Stock with a comparable return on  the
indicated  indices for the last five fiscal years.   The  total
return on the company's Common Stock is determined based on the
change   in   the  price  of  the  Common  Stock  and   assumes
reinvestment  of  all dividends and an original  investment  of
$100.   The total returns on the indicated indices also  assume
reinvestment  of dividends and an original investment  in  each
index of $100 on December 27, 1991.

                  Total Return to Stockholders

      December 27 December 25 December 31 December 30 December 29 December 27
             1991        1992        1993        1994        1995        1996

APL Limited    100      95.40      142.63      127.80      118.28      123.57
S&P
 Transportation100     108.66      129.34      108.44      151.10      172.90
S&P 500 Index  100     107.62      118.46      120.03      165.13      203.05


ITEM  12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND
MANAGEMENT

Stock Ownership of Directors and Executive Officers

      The  following table sets forth, as of December 31, 1996,
the  number of shares of Common Stock beneficially owned by the
directors  and  nominees  named above, the  executive  officers
listed in the Summary Compensation Table and the directors  and
executive  officers  of  the company as  a  group.   Except  as
otherwise   indicated,  and  subject  to  applicable  community
property laws, each person has sole investment and voting power
with  respect  to the shares shown.  Ownership  information  is
based  upon information furnished by the respective individuals
and contained in the  company's records.
<PAGE>
                                          Number of
                                        Common Shares
                                         Beneficially  Percent of
Name                                       Owned(1)      Class

John G. Burgess                             38,351             *
L. Dale Crandall                                 0             *
Joji Hayashi                                44,682             *
James S. Marston                            36,826             *
Timothy J. Rhein                            15,251             *
Charles S. Arledge                          19,914             *
John H. Barr                                45,784             *
Tully M. Friedman                        2,036,030(2)      8.29%
F. Warren Hellman                        2,042,697(2)      8.31%
Toni Rembe                                  12,999             *
Forrest N. Shumway                          19,999             *
G. Craig Sullivan                            8,332             *
Barry L. Williams                            4,528             *
All directors and executive officers
  as a group (17 persons including
  the 13 named above)                    2,343,855         9.45%

* Less than 1%.

(1)Includes  shares  of  Common Stock  which  may  be  acquired
   pursuant  to the exercise of options exercisable on December
   31,  1996  or  within 60 days thereafter,  as  follows:  Mr.
   Burgess,  34,580; Mr. Hayashi, 38,168; Mr. Marston,  23,300;
   Mr.  Rhein,  15,251; Mr. Arledge, 13,999; Mr. Barr,  13,999;
   Mr. Friedman, 7,332; Mr. Hellman, 13,999; Ms. Rembe, 11,999;
   Mr.  Shumway,  13,999;  Mr. Sullivan, 7,332;  Mr.  Williams,
   3,333;  and all directors and executive officers as a group,
   244,451.   Also  includes  shares attributable  to  accounts
   under  the company's SMART Plan as of December 31, 1996,  as
   follows:  Mr.  Hayashi,  1,717; Mr. Marston,  990;  and  all
   directors and executive officers as a group, 6,189.

(2)Includes  an  aggregate of 2,028,698 shares of Common  Stock
   held  by  Hellman & Friedman Capital Partners, a  California
   Limited  Partnership,  Hellman & Friedman  Capital  Partners
   International  (BVI),  APC Partners, L.P.  and  H&F  Redwood
   Partners,  L.P.  Messrs. Hellman and Friedman are  directors
   and  officers of each of the corporate general  partners  of
   such   partnerships.   Messrs.  Hellman  and  Friedman  each
   beneficially owns 50% of the stock of each such  corporation
   and  share investment and voting power with respect  to  the
   shares of Common Stock held by the above-named partnerships.
   Messrs.  Hellman and Friedman disclaim beneficial  ownership
   of  these shares.  The address of Mr. Hellman is c/o Hellman
   &  Friedman, One Maritime Plaza, 12th Floor, San  Francisco,
   CA 94111.  Mr. Friedman's address is c/o Tully M. Friedman &
   Company, LLC, One Maritime Plaza, Suite 1000, San Francisco,
   CA 94111.

     Each of the following stockholders has advised the company
under the rules of the Securities and Exchange Commission  that
it  is the beneficial owner of more than 5% of the Common Stock
of  the company.  The following information is furnished as  of
December  31,  1996  with respect to any person  known  by  the
company  to  be  the beneficial owner of more than  5%  of  the
outstanding shares of the Common Stock of the company.   Except
as  otherwise  indicated, the named beneficial owner  has  sole
voting and investment power with respect to the shares shown.
<PAGE>
Certain Beneficial Ownership of Securities

                                          Number of Shares Percent of
Name and Address of Beneficial Owner     Beneficially Owned Class(1)

Hellman & Friedman Capital Partners(2)        1,263,996
APC Partners, L.P.(2)                           653,833
                                                              8.25%
Hellman & Friedman Capital Partners
 International (BVI)(2)                          68,227
H&F Redwood Partners, L.P.(2)                    42,642
Franklin Resources                            3,118,165      12.68%
777 Mariner's Island Blvd.
San Mateo, CA

Pioneering Management                         1,278,100       5.20%
60 State Street
Boston, MA

Primecap Management                           1,599,800       6.50%
225 South Lake Avenue
Pasadena, CA

Trimark Investment Management                 2,340,000       9.52%
One First Canadian Place
Ontario, Canada

(1)   All percentages are given as of March 17, 1997, based  on
   24,590,789 shares of Common Stock outstanding.

(2)The voting and dispositive powers with respect to the shares
   of Common Stock held by Hellman & Friedman Capital Partners,
   a California Limited Partnership, Hellman & Friedman Capital
   Partners  International (BVI), APC Partners, L.P.,  and  H&F
   Redwood  Partners,  L.P.  (the "H&F Group")  are  indirectly
   controlled  by Hellman & Friedman Capital Management,  Inc.,
   H&F    Capital   Management   International,    Inc.,    APC
   Administrators,  Inc.  and  H&F  Redwood  Investors,   Inc.,
   respectively.  A trust of which Mr. F. Warren Hellman  is  a
   trustee and a beneficiary and a trust of which Mr. Tully  M.
   Friedman is a trustee and a beneficiary each owns 50% of the
   stock  of  each  such  corporation.  As  a  result,  Messrs.
   Hellman  and  Friedman could be deemed to  beneficially  own
   100%  of  the  2,028,698 shares of the Common Stock  of  the
   company  owned  by  the  H&F  Group.   Messrs.  Hellman  and
   Friedman disclaim such beneficial ownership.  The address of
   Mr.  Hellman is c/o Hellman & Friedman, One Maritime  Plaza,
   12th Floor, San Francisco, CA 94111.  Mr. Friedman's address
   is c/o Tully M. Friedman & Company, LLC, One Maritime Plaza,
   Suite 1000, San Francisco, CA 94111.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The  law firm of Pillsbury Madison & Sutro LLP, of  which
Ms. Rembe is a partner, provides legal services to the company.
<PAGE>

                             PART IV


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

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

2.2*  Agreement and Plan of Merger, dated as of April 13, 1997,
      by  and  among Neptune Orient Lines Ltd, Neptune  U.S.A.,
      Inc.  and  APL Limited incorporated by reference  to  the
      identically numbered exhibit to the Form 8-K (File No. 1-
      8544), dated April 13, 1997 and filed on April 14, 1997.

10.71 Employment  Agreement between the  company  and  John  G.
      Burgess dated January 28, 1997.**

10.72 Employment Agreement between the company and Maryellen B.
      Cattani dated January 28, 1997.**

10.73 Employment  Agreement between the  company  and  L.  Dale
      Crandall dated January 28, 1997.**

10.74 Employment Agreement between the company and Michael  Goh
      dated January 28, 1997.**

10.75 Employment Agreement between the company and Joji Hayashi
      dated January 28, 1997.**

10.76 Employment  Agreement between the company  and  James  S.
      Marston dated January 28, 1997.**

10.77 Employment  Agreement between the company and Timothy  J.
      Rhein dated January 28, 1997.**

*     Incorporated by Reference

**    Denotes management contract or compensatory plan.

     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 fourth
     quarter  of the fiscal year 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.

APL LIMITED          (Registrant)



                                 By /s/William J. Stuebgen
                                        William J. Stuebgen
                                        Vice President,
                                        Controller and
                                   Chief Accounting Officer
                                        April 18, 1997