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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                           FORM 10-K/A
                                
                         AMENDMENT NO. 2
                                
                                
(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 (No Fee Required)
     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











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                        TABLE OF CONTENTS
                                
                                
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/A

Exhibit No.    Description of Document

99.1 Form  11-K Annual Report for the APL Limited SMART Plan  for
     the  plan  year  ended December 31, 1996, including  Exhibit
     23.1, Consent of Independent Public Accountants.

23.1 Consent of Independent Public Accountants, filed as part  of
     Exhibit 99.1.


SIGNATURES

<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
                                               June 18, 1997