^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 FIRST PREFERRED SHIP MORTGAGE
                                        
                                    APL CHINA
                              Official No. MI 1092
                                        
       Amendment No. 1 dated the 1st day of September, 1995 (the
"Amendment") to First Preferred Mortgage dated May 19, 1995 (the
"Mortgage") given by M.V. President Kennedy, Ltd., a Delaware corporation
(the "Shipowner"), to Kreditanstalt fur Wiederaufbau, a public law
company incorporated in the Federal Republic of Germany (the
"Mortgagee").

       WHEREAS:

       A.      The Shipowner is the sole owner of the whole of the
Marshall Islands flag vessel APL CHINA, Official No. MI 1092, of 64,502
gross and 33,003 net tons (the "Vessel"), duly documented in the name of
the Shipowner, with her home port at the port of Majuro, The Marshall
Islands, having been built in Kiel by Howaldtswerke-Deutsche Werft AG in
1995;

       B.      The Mortgage was recorded at the Office of the Deputy
Commissioner of Maritime Affairs of the Republic of The Marshall Islands
at the Port of New York on May 19, 1995 in Book PM 6 at Page 23;

       C.      The Mortgage secures indebtedness of the Shipowner to the
Mortgagee in the maximum aggregate principal amount of * (the "Loans")
and interest and the performance of mortgage covenants, such Loans having
been or to be made pursuant to the terms of a Loan Agreement dated as of
March 14, 1994, as amended by Amendment No. 1 thereto dated May 19, 1995
and as further amended by Amendment No. 2 thereto dated September 1,
1995, by and among the Mortgagee, the Lenders named therein, American
President Lines, Ltd. ("APL"), the Shipowner and the other Transferees
named therein (the "Loan Agreement");

       D.      The Shipowner, together with M.V. President Jackson, Ltd.,
has executed an Amended and Restated HDW China Note dated the date hereof
(a copy of which is attached hereto as Exhibit A), amending and restating
in its entirety the HDW China Note dated May 19, 1995 (a copy of which is
attached as Exhibit C to the Mortgage);

       E.      The Shipowner and the Mortgagee have agreed, inter alia,
to substitute the Amended and Restated HDW China Note for the HDW China
Note attached as Exhibit C to the Mortgage, and to revise Recital C of
the Mortgage to reflect the correct dollar amount for the portion of the
Loans relating to the acquisition of the Vessel.

       NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Shipowner and the Mortgagee hereby covenant and
agree as follows:

       1.      The Amended and Restated HDW China Note attached hereto as
Exhibit A shall be substituted for the HDW China Note attached as Exhibit
C to the Mortgage.

       2.      The third sentence of Recital C of the Mortgage is amended
and restated to read as follows:

       "The portion of the Loans relating to the acquisition of the
       Vessel is in the principal amount of *, which portion has been
       advanced by the Mortgagee on the date hereof, for which the
       Borrower is justly indebted and is evidenced by the specific HDW
       Notes dated May 19, 1995 (the "HDW China Notes") a copy of which
       is attached hereto as Exhibit C), and in order to induce the
       Mortgagee to make the Loans, the Borrower has agreed to grant
       this Mortgage to the Mortgagee to secure the HDW China Notes and
       the Borrower's joint and several liability under the Loan
       Agreement for the repayment of the remaining HDW Notes evidencing
       the Loans issued or to be issued by APL or any remaining
       Transferee (who shall be the owners of the Vessel, the APL JAPAN
       and the APL THAILAND) and the other obligations stated in
       ParagraphED below with respect to the acquisition of the other
       HDW Vessels other than the Vessel."
       
       3.      This Amendment amends the Mortgage.  Wherever the term
"Mortgage" is used in the Mortgage or the Loan Agreement, it shall be
deemed to refer to the Mortgage as amended hereby, and the term "Loan
Agreement" as used in the Mortgage or the Loan Agreement shall be deemed
to mean and refer to the Loan Agreement as amended by Amendment No. 2 to
Loan Agreement in the form attached hereto.

       4.      Except as specifically amended hereby, all the terms,
covenants and conditions of the Mortgage remain unchanged and in full
force and effect.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
                                        
       IN WITNESS WHEREOF, the Shipowner and the Mortgagee have executed
this Amendment the year and day first above written.

                                     M.V. PRESIDENT KENNEDY, LTD.



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


                                     KREDITANSTALT FUR WIEDERAUFBAU



                                     By:   /s/ Ron D. Franklin
                                             Attorney-in Fact





STATE OF NEW YORK     )
                              :ss .:
COUNTY OF NEW YORK    )

       On this 1st day of September, 1995 before me personally appeared
Peter A.V. Huegel, known to me, and known to be the person who executed
the foregoing instrument, who, being by me duly sworn, did depose and say
that he resides at 3368 Harlan Drive, Redding, California 96003; that he
is Vice President of M.V. President Kennedy, Ltd., a Delaware
corporation, the party described in and which executed the foregoing
instrument; that he signed his name thereto by authority of the Board of
Directors of said corporation and as the free act and deed of such
corporation.

                                             /s/ Carla L. Clarke
                                             Notary Public

                                             CARLA L CLARKE
                                             Notary Public. State of New York
                                             No. 31-4848091
                                             Qualified in New York County
                                             Commission Expires April 30, 1997


STATE OF NEW YORK             )
                              :ss .:
COUNTY OF NEW YORK    )

       On this 1st day of September, 1995 before me personally appeared
Ron D. Franklin, known to me, and known to be the person who executed the
foregoing instrument, who, being by me duly sworn, did depose and say
that he resides at 120 Central Park South, New York, New York 10019; that
he is Attorney-in-Fact of Kreditanstalt fur Wiederaufbau, a public law
company incorporated in the Federal Republic of Germany, the party
described in and which executed the foregoing instrument; that he signed
his name thereto by authority of the Board of Directors of said
corporation and as the free act and deed of such corporation.

                                             /s/ Carla L. Clarke
                                             Notary Public

                                             CARLA L CLARKE
                                             Notary Public State of New York
                                             No 3i-484E091
                                             Qualified in New York County
                                             Commission Expires April 30, 1997
                                                                EXHIBIT A
                                                       to Amendment No. 1
                                                                         
                                                                         
                              AMENDED AND RESTATED
                                 HDW CHINA NOTE
                                                                         
No.1                                                                *
                                                                         
                                 LIBO RATE NOTE
                                        
                            Issued in connection with
                             the purchase financing
                         of three (3) container vessels
                                        
                        Original Issue Date: May 19, 1995
                Amendment and Restatement Date: September 1, 1995
                                        
                                  MATURITY DATE
                                        
                                  May 19, 2007
                                        
       M.V. PRESIDENT KENNEDY, LTD. and M.V. PRESIDENT JACKSON, LTD.
(together, the "Companies"), for value received, hereby jointly and
severally promise to pay to the order of KREDITANSTALT FUR WEIDERAUFBAU
or registered assigns the principal sum of * on the maturity date
specified above.  This Note shall bear interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof to but
excluding the date due at the Interest Rate for each Interest Period (as
such term is defined in the Loan Agreement referred to below) and shall
be payable in arrears on each Interest Payment Date on a basis of the
actual number of days elapsed over a year of three hundred sixty (360)
days including the first day of the relevant Interest Period or portion
thereof but excluding such Interest Payment Date), until the principal
hereof is paid.  Principal on this Note shall be payable on each
Repayment Date in the amounts set forth in Schedule 1 attached hereto
subject to any HDW * exercised by the Companies pursuant to Section 5.03
of the Loan Agreement.  Capitalized terms contained herein and not
defined herein, shall have the meanings specified in a certain Loan
Agreement dated March 14, 1994, as amended by Amendment No. 1 thereto
dated May 19, 1995 and as further amended by Amendment No. 2 thereto
dated September 1, 1995 (the "Loan Agreement"), by and among American
President Lines, Ltd. ("APL"), the corporations listed in Schedule A to
Amendment No. 2, Kreditanstalt fur Wiederaufbau, Commerzbank AG, Hamburgt
Commerzbank AG (Kiel Branch), Dresdner Bank AG in Hamburg, Vereins-und
Westbank AG, Deutsche Schiffsbank AG, Norddeutsche Landesbank-
Girozentrale, Deutsche Verkehrs-Bank AG and Banque Internationale a
Luxembourg S.A.

       The interest so payable, and punctually paid or duly provided for,
on any such Interest Payment Date will, as provided in the Loan
Agreement, be paid by the Companies to the Agent for payment to the
Person in whose name this Note is registered at the close of business on
the date for payment of such interest.  Any such interest not so
punctually paid or duly provided for shall be paid together with default
interest which shall accrue on the amount of such overdue sum in the case
of payments due as more fully provided in the Loan Agreement.

       Under the Loan Agreement, the Companies are obligated to pay
interest on and the principal of this Note to the Agent in the manner as
provided therein, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public
and private debts.

       This Note is subject to prepayment and acceleration as more fully
described in the Loan Agreement.

       This Note is one of a duly authorized issue of Notes issued and to
be issued under the Loan Agreement.

       Reference is made to the Loan Agreement and all supplements and
amendments thereto (a copy of which is on file with each of the Companies
at its principal corporate office) for a more complete statement of the
terms and provisions thereof, including a statement of the properties
thereby conveyed, pledged and assigned, the nature and extent of the
security, the respective rights thereunder of the Companies, and the
Holders of the Notes, and the terms upon which the Notes are, and are to
be, executed and delivered, to all of which terms and conditions in the
Loan Agreement each Holder hereof agrees by its acceptance of this Note.

       On the Fixed Rate Conversion Date, the Interest Rate on this Note
shall be converted to the Fixed Rate.  Upon such conversion, the Holders
shall exchange this Note for a new Fixed Rate Note or Notes by delivery
of this Note to the principal office of the Registrar or at an office or
agency maintained for that purpose.

       If an Event of Default shall occur and be continuing, the
principal of this Note may be declared due and payable in the manner and
with the effect provided in the Loan Agreement and the Agent may exercise
whatever rights and remedies provided for therein.

       The right of the Holder of this Note to institute action for any
remedy under the Loan Agreement, including the enforcement of payment of
any amount due hereon, is subject to certain restrictions specified in
the Loan Agreement.

       As provided in the Loan Agreement and subject to certain
limitations therein set forth, this Note is transferable, and upon
surrender of this Note for registration of transfer at the principal
office of the Registrar, or at the office or agency maintained for such
purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by, the
Holder or his attorney duly authorized in writing, one or more new Notes
of the same maturity and type and of authorized denominations and for the
same aggregate principal amount will be issued to the designated
transferee or transferees.

       As provided in the Loan Agreement and subject to certain
limitations therein set forth, this Note is exchangeable for a like
aggregate principal amount of LIBO Rate Notes of the same maturity and
type and of authorized denominations, as requested by the Holder
surrendering the same, upon presentation thereof for such purpose at the
principal office of the Registrar, or at an office or agency maintained
for such purpose.

       Prior to due presentment for registration of exchange or transfer
of this Note, the Agent, the Paying Agent and the Registrar may deem and
treat the Person in whose name this Note is registered as the absolute
owner hereof for the purpose of receiving payment of the principal of and
interest on this Note and for all other purposes whatsoever whether or
not this Note be overdue, and neither the Agent, the Paying Agent nor the
Registrar shall be affected by notice to the contrary.

       This Note shall not be entitled to any benefit under the Loan
Agreement or be valid or obligatory for any purpose unless this Note has
been executed pursuant to the provisions in the Loan Agreement.

       Notwithstanding anything herein or in any other Loan Document to
the contrary, each of the Companies agrees that, upon its execution of
this Note, it shall be jointly and severally, directly and primarily
liable as a co-Borrower, together with all of the other Transferees that
have or shall have executed an HDW Note under the Loan Agreement for
payment in full of all Vessel Indebtedness respecting any or all of the
HDW Vessels.  The liability of the Companies shall be independent of the
duties, obligations and liabilities of each and all of the other joint
and several Transferees.  Any Holder (subject to the provisions of the
Loan Agreement) may bring a separate action or actions on each, any or
all of such Vessel Indebtedness against each, any or all of such
Transferees liable therefor, whether action is brought against any other
or all of such Transferees, or any one or more of the Transferees is or
is not joined therein.

       Notwithstanding anything herein, in the HDW Notes or in any other
Loan Document to the contrary, by acceptance of this Note the Holder
agrees that it will look solely to the Recourse Assets for all amounts
coming due from the Transferees (or any Transferee) under the Loan
Agreement, under the HDW Notes or under any of the other Loan Documents,
and for the performance of all covenants, agreements and obligations and
for the breach of representations and warranties or covenants of the
Companies (or any Transferee) under the Loan Agreement or under the HDW
Notes or any of the other Loan Documents, or under any certificate or
other documents executed and delivered by the Companies as contemplated
by the Loan Documents, and, therefore, notwithstanding anything contained
in any of the aforesaid documents, no judgment or recourse (except a
judgment against the Recourse Assets or any of them) shall be sought or
enforced for the payment or performance of the Companies' (or any
Transferee's) obligations under the Loan Agreement, the HDW Notes, any
other Loan Document or any such other certificate or document: (a)
against the Companies in their individual or personal capacities, other
than in connection with the enforcement of remedies against the Recourse
Assets or (b) against any assets or property of the Companies other than
the Recourse Assets; provided, however, that nothing in this paragraph
shall (x) limit or otherwise prejudice in any way the rights of the
Holders to proceed against the Guarantor under the Guarantee or (y)
constitute or be deemed to be a release of the obligations secured by, or
impair the enforceability of, the liens, mortgage interests or other
security interests created by the Security Documents, or to restrict the
remedies available to the Holders to realize upon the Security Documents
or enforce the Guarantee.

       This Note amends and restates in its entirety the HDW China Note
dated May 19, 1995 made by M.V. President Kennedy, Ltd. in favor of
Kreditanstalt fur Wiederaufbau.

       AS PROVIDED IN THE LOAN AGREEMENT, THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

       IN WITNESS WHEREOF, each of the Companies has caused this
instrument to be executed by its duly authorized representative.

                                             M.V. PRESIDENT KENNEDY, LTD.



                                             By:_________________________
                                                Name: Peter A.V. Huegel
                                                Title: Vice President


                                             M.V. PRESIDENT JACKSON, LTD.




By:____________________________
                                                Name: Peter A.V. Huegel
                                                Title: Vice President

Attest:



By:___________________________
   Title:

Consented and agreed to as of
the date first above written:

KREDITANSTALT FUR WIEDERAUFBAU



By:___________________________
   Title: Attorney-in-Fact
                                        
                                        
                                   SCHEDULE 1
                                        
                      Repayment Dates and Principal Amounts
                                        
                                             *