^DOCNUM^

*      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.

                                        
                    AMENDMENT NO. 1 TO BAREBOAT CHARTER PARTY
                                        
       Amendment No. 1 (this "Amendment") made the 1st day of September,
1995 by M.V. President Kennedy, Ltd. ("Owner") and American President
Lines, Ltd. ("Charterer")

       WHEREAS, M.V. Kennedy, Ltd., a Delaware corporation, as Owner, and
American President Lines, Ltd., as Charterer, entered into that certain
Bareboat Charter Party dated May 19, 1995 (the "Charter") relating to the
vessel known as "APL CHINA; and

       WHEREAS, the Charter was assigned by Owner to Kreditanstalt fur
Wiederaufbau, a public law company incorporated in the Federal Republic
of Germany ("the Assignee") pursuant to the APL China Charter Assignment
dated May 19, 1995.

       NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby amend the Charter as follows:

       1.      Section 2(b) the Charter is amended with effect commencing
May 19, 1995 by deleting it in its entirety and by substituting the
following therefor:

       (b)     Subject to the provisions of Section 24(b)(i) hereof,
Charter hire ("Charter Hire") shall, subject to the provisions of this
Section 2(b), be paid by Charterer to, or for the account of, Owner in
the following two components: (i) "Basic Hire" consisting of (x)
principal and interest due with respect to the Subportion relating to the
Vessel from the Borrower to the Agent pursuant to Sections 3, 4, 5, 6 and
12 of the Loan Agreement, and the HDW Notes related to such Subportion
issued by Owner pursuant to Section 4 of the Loan Agreement, at the times
and places, in the manner and to the parties set forth in said sections
and such Notes, including without limitation the provisions of Section
3.05 with respect to *, Section 3.08 with respect to default interest,
Section 5.03 with respect to *, and Section 5.04 with respect to
prepayment and (y) all indemnity payments required under Section 11 of
the Loan Agreement when due and payable, and (ii) "Additional Charter
Hire" payable semi-annually at the time of payment of Basic Hire for such
semi-annual period calculated at the rate of * ; provided that (A), if
Basic Hire exceeds Additional Charter Hire for any such semi-annual
period no Additional Charter Hire shall be payable for such period and
(B), if Additional Charter Hire exceeds Basic Charter Hire for any such
semiannual period, Additional Charter Hire shall be payable in an amount
equal to the difference between Basic Hire and the amount of Additional
Charter Hire for such period; provided further, that Charter Hire shall
always be in an amount sufficient to cover Basic Hire and Supplemental
Charter Hire.

       2.      Except as amended hereby, the terms and provisions of the
Charter remain in full force and effect.

       IN WITNESS WHEREOF, Owner and Charterer have caused this Amendment
to be duly executed as of the day and year first above written.

                                             M.V. PRESIDENT KENNEDY, LTD.,



                                             By:/s/ Peter A.V. Huegel
                                                Name: Peter A.V. Huegel
                                                Title: Vice President


                                             AMERICAN PRESIDENT LINES, LTD.,
                                             as Charterer



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


Consented to:

KREDITANSTALT FUR WIEDERAUFBAU



By:Ron Franklin
   Its: Attorney-in-Fact


                         CONSENT TO AMENDMENT TO CHARTER
                                        
       Reference is made to that certain Bareboat Charter Party (the
"Charter") dated May 19,1995 between M.V. President Kennedy, Ltd., a
Delaware corporation, as owner, and American President Lines, Ltd., a
Delaware corporation, as charterer which was assigned to Kreditanstalt
fYr Wiederaufbau (the "Assignee") pursuant to that certain APL Charter
Assignment between M.V. President Kennedy, Ltd. dated May 19, 1995 (the
"Assignment").

       Pursuant to Section 2(f) of the Assignment, the Assignee hereby
consents to Amendment No. 1 to Bareboat Charter Party in the form annexed
hereto as Exhibit A.

Dated this 1st day of September, 1995.


                                             KREDITANSTALT FUR WIEDERAUFBAU,
                                             as Assignee



                                             By: /s/ Ron Franklin
                                                 Name: Ron Franklin
                                                 Title: Attorney-in-Fact