EXECUTION COPY
                              
                              
             AMENDMENT NO. 3 TO CREDIT AGREEMENT


      AMENDMENT  dated  as of April 5, 1996  to  the  Credit
Agreement  dated as of March 25, 1994 as heretofore  amended
(the  "Agreement") among AMERICAN PRESIDENT COMPANIES,  LTD.
(the   "borrower"),  the  BANKS  party  thereto  and  MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").

     WHEREAS, the Borrower wishes to modify the Fixed Charge
Coverage Covenant in Section 5.16 of the Agreement  so  that
the  Rent included in calculations thereunder as of the  end
of  each of the first three fiscal quarters of 1996 will  be
determined  on  a  prospective  basis  for  the  next   four
succeeding fiscal quarters rather than on a historical basis
for the previous four fiscal quarters; and

      WHEREAS, the undersigned Banks are willing so to amend
the Agreement;

      NOW,  THEREFORE,  the  undersigned  parties  agree  as
follows:

      SECTION 1.  Definitions; References.  Unless otherwise
specifically defined herein, each term used herein which  is
defined  in the Agreement has the meaning assigned  to  such
term   in   the  Agreement.   Each  reference  to  "hereof",
"hereunder",  "herein" and "hereby" and each  other  similar
reference  and each reference to "this Agreement"  and  each
other  similar  reference contained in the Agreement  shall,
from   and  after  date  on  which  this  Amendment  becomes
effective  as  provided in Section 4  below,  refer  to  the
Agreement as amended hereby.

      SECTION 2.  Consolidated Fixed Charge Coverage  Ratio.
Section  5.16  of  the Agreement is amended  by  adding  the
following   proviso  at  the  end  of  the   definition   of
Consolidated Fixed Charge Coverage Ratio set forth therein:

            provided  that  the  Rent  to  be  included   in
     calculating  the  Consolidated  Fixed  Charge  Coverage
     Ratio  for  the  periods  of  four  consecutive  fiscal
     quarters  ending at the end of each of the first  three
     fiscal quarters of 1996 (each such quarter end being  a
     "date  of  determination") shall be  the  total  rental
     expense   which  the  Borrower  and  its   Consolidated
     Subsidiaries  are  obligated  to  pay  for   the   four
     consecutive  fiscal quarters immediately following  the
     date  of determination, under all operating leases that
     are  in  effect at the date of determination  and  have
     initial noncancelable terms in excess of one year,  all
     calculated  on a consolidated basis in the same  manner
     as  total rental expense was calculated for purposes of
     the   last   sentence  of  Note  6  to  the  Borrower's
     consolidated financial statements for its  fiscal  year
     ended December 30, 1994.
      SECTION  3.  Governing Law.  This Amendment  shall  be
governed by and construed in accordance with the laws of the
State of New York.

       SECTION   4.    Counterparts;  Effectiveness.    This
Amendment may be signed in any number of counterparts,  each
of  which shall be an original, with the same effect  as  if
the  signatures  thereto  and  hereto  were  upon  the  same
instrument.   This amendment shall become effective  on  the
date  when  the  Agent  shall have  received  duly  executed
counterparts hereof signed by the Borrower and the  Required
Banks  (or,  in the case of any such party as  to  which  an
executed counterpart shall not have been received, the Agent
shall  have received telegraphic, telex, facsimile or  other
written  confirmation  from such party  of  execution  of  a
counterpart hereof by such party).

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment  to  be duly executed as of the date  first  above
written.

                         AMERICAN PRESIDENT COMPANIES, LTD.
                          By                   /s/ Thomas R.
Meier
                            Title: Assistant Treasurer

                         MORGAN GUARANTY TRUST COMPANY
                             OF NEW YORK
                          By                   /s/ Diana  H.
Imhof
                            Title: Vice President

                         BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION
                           By                     /s/  James
Johnson
                            Title: Vice President

                         THE FIRST NATIONAL BANK OF BOSTON
                           By                    /s/  Alicia
Szendiuch
                            Title: Director

                           THE  INDUSTRIAL  BANK  OF  JAPAN,
LIMITED
                           By                     /s/   Eiji
Tanaka
                            Title: Deputy General Manager

                         ABN AMRO NORTH AMERICA INC.,
                          AS AGENT FOR ABN AMRO BANK
                          By                   /s/ Daniel P.
Taylor
                            Title: Officer

                          By                   /s/ Diane  D.
Waggoner
                            Title: Group V.P. & Director

                         THE FIRST NATIONAL BANK OF CHICAGO
                          By                   /s/ Karen  J.
Andrews
                            Title: Vice President