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             CERTIFICATE OF OWNERSHIP AND MERGER
                           MERGING
                         APL LIMITED
                            INTO
             AMERICAN PRESIDENT COMPANIES, LTD.
           (Pursuant to Section 253 of the General
                Corporation Law of Delaware)




     AMERICAN PRESIDENT COMPANIES, LTD., a Delaware
corporation (the "Corporation"), does hereby certify:

     FIRST:  That the Corporation is incorporated pursuant
to the General Corporation Law of the State of Delaware.

     SECOND:  That the Corporation owns all of the
outstanding shares of the capital stock of APL LIMITED, a
Delaware corporation ("APL").

     THIRD:  That the Corporation, by the following
resolutions of its Board of Directors, duly adopted on the
13th day of March, 1996, determined to merge into itself APL
on the conditions set forth in such resolutions:

          RESOLVED, that this Corporation merge into itself
     its subsidiary, APL Limited ("APL"), and assume all of
     said subsidiaryOs liabilities and obligations,
     effective June 1, 1996; and be it further

          RESOLVED, that, upon the effective date of the
     merger, the name of this Corporation shall be changed
     to APL Limited; and be it further

          RESOLVED, that the President or any Executive Vice
     President, and the Secretary or any Assistant
     Secretary, of this Corporation be, and they hereby are,
     directed to make, execute and acknowledge a Certificate
     of Ownership and Merger setting forth a copy of the
     resolutions to merge said APL into this Corporation and
     to change this CorporationOs name to APL Limited and to
     assume APLOs liabilities and obligations and to file
     the same in the Office of the Secretary of State of
     Delaware and a certified copy thereof in the Office of
     the Recorder of Deeds of New Castle County; and be it
     further

          RESOLVED, that this CorporationOs Bylaws be, and
     they hereby are, amended as of the effective date of
     such merger to reflect the change of name of this
     Corporation from American President Companies, Ltd. to
     APL Limited; and be it further

          RESOLVED, that the officers of this Corporation
     be, and they hereby are, severally and not jointly,
     authorized and directed to provide all notices, execute
     all documents, make all filings and take all actions as
     any of them may deem to be necessary or appropriate in
     connection with carrying out the purposes of the
     foregoing resolutions.

     IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be affixed and this certificate to be
signed by its authorized officers this 28th day of May,
1996.


                    AMERICAN PRESIDENT COMPANIES, LTD.

[SEAL]

                    By:  /s/ Maryellen B. Cattani
                         Maryellen B. Cattani
                         Executive Vice President


ATTEST:


/s/ Peter A.V. Huegel
Peter A.V. Huegel
Assistant Secretary