THIRD AMENDMENT TO THE
          AMERICAN PRESIDENT COMPANIES, LTD. SMART PLAN
                (Second Amendment and Restatement
                 Effective as of January 1, 1993)
                                
                                
     The American President Companies, Ltd. SMART Plan
(Second Amendment and Restatement Effective as of January 1,
1993) (the "Plan"), is hereby further amended as follows,
effective as of April 1, 1996:

     1.   The first sentence of Section 6.3 of the Plan
(which concerns a Participant's investment elections as to
contributions made to the Plan) is amended to read as
follows:

     Each Participant's share of new Company Contributions
     and reallocated Forfeitures and his or her new Employee
     Contributions and Rollover Contributions shall be
     invested entirely in any one Investment Fund or in any
     combination of the available Investment Funds, except
     that not more than 50% of such contributions shall be
     invested in the APC Stock Fund.
     
     2.   Section 6.5 of the Plan is amended to read in its
entirety as follows:

6.5  Account Transfers;

          Subject to such restrictions as the Company may
          establish, including (without limitation) any
          restrictions required by a guaranteed investment
          contract held by the Plan, a Participant may
          transfer all or any portion of the value of his or
          her existing Accounts invested in one Investment
          Fund to any other Investment Fund, except that
          transfers into the APC Stock Fund shall be limited
          so that, after any such transfer, no more than 50%
          of the value of the Participant's Accounts, in the
          aggregate, is invested in the APC Stock Fund.  A
          transfer may be made on any business day, in
          accordance with procedures established by the
          Company and communicated to Participants.
          
          
     To record this Third Amendment to the Plan as set forth
herein, the corporation has caused its authorized officer to
execute this document this 12th day of March, 1996.


                         American President Companies, Ltd.

                         By:  Timothy J. Windle

                         Title:  Assistant Secretary