^DOCNUM^

                     SECOND AMENDMENT TO THE
       AMERICAN PRESIDENT COMPANIES, LTD. RETIREMENT PLAN
            (As Amended and Restated January 1, 1993)
                                
                                
     The American President Companies, Ltd. Retirement Plan
as amended and restated effective January 1, 1993 (the
"Plan"), is hereby further amended as follows, effective as
of the dates specified:

     1.   Effective January 1, 1996, Section 1.14(B) is
amended to read in its entirety as follows:

     (B)  Any bonus that he receives during such calendar
          year under the Company's year-end bonus plan for
          executives and key employees;
     
     2.   Effective January 1, 1993, Section 1.20(1) is
amended in its entirety to read as follows:

          (1)  Received Total Compensation of more than
          $75,000 (or such larger amount as may be adopted
          by the Commissioner of Internal Revenue to
          reflect a cost-of-living adjustment);

     3.   Effective January 1, 1993, a new sentence shall
be added after the second sentence in Section 4.10(E) to
read as follows:

     The conversion shall be based on the reduction factors
     described below:
     
     (1)  For a Participant whose Retirement Income
          commences when he is age 62 or older, but prior
          to his attainment of the Social Security
          retirement age, the reduction factor shall be 5/9
          of one percent for each of the first 36 months
          and 5/12 of one percent for each month thereafter
          preceding his Social Security retirement age.
     
     (2)  For a Participant whose Retirement Income
          commences prior to his attainment of age 62, the
          benefit shall be the actuarial equivalent of the
          limitation that would be applicable to such
          Participant at age 62, based on the factors
          described above.
     
     4.   Effective January 1, 1993, the last sentence of
Section 4.13(C) is amended as follows:

     The calculation in (i) above shall be made on the
     assumptions that the Participant separated from all
     service with Affiliates on May 31, 1994 and that the
     limitation in effect under Code section 401(a)(17) was
     the applicable $200,000 indexed limitation for each
     Plan Year before June 1, 1994, and without regard to
     any changes in the amount of his Average Annual
     Compensation or primary Social Security benefit after
     May 31, 1994.
     
     5.   Effective January 1, 1993, Section 12.5 is
amended by adding the following in lieu of the first
sentence:

     All of an individual's Periods of Service determined
     pursuant to this Article 12 shall be aggregated on the
     basis of months, regardless of any intervening period
     of severance.  (However, no period which constitutes a
     period of severance shall be included in the
     individual's Period of Service or aggregated Period of
     Service, except as provided in Section 12.2.)
     
     
     To record this Second Amendment to the Plan as set
forth herein, the corporation has caused its authorized
officer to execute this document this 23rd day of January,
1996.


                         American President Companies, Ltd.

                         By:___/s/ Timothy J. Windle______

                         Title:___Assistant Secretary ____