AMENDMENT NO. 2 TO
                              
             1988 DEFERRED COMPENSATION PLAN OF
                              
             AMERICAN PRESIDENT COMPANIES, LTD.
                              

     Section 8 of the 1988 Deferred Compensation Plan of
American President Companies, Ltd., as adopted on November
29, 1988, is amended effective as of April 1, 1996, by
adding at the end thereof the following new subsection:

          (c)  Upon application of an Executive, the
     Committee may determine in its sole discretion that
     payments from one or more of the Executive's Deferral
     Accounts shall be made at an earlier date than the time
     or times specified on the Executive's Election Forms
     (even in the absence of a Total and Permanent
     Disability or Financial Hardship).  All distributions
     under this Subsection (c) shall be reduced by a penalty
     equal to six percent of the amount otherwise
     distributable, which penalty shall be forfeited to the
     Company.  An Executive who has received a distribution
     under this Subsection (c) thereafter shall not make
     additional deferrals under the Plan.

     To record the amendment of the Plan, the Company has
caused its duly authorized officer to affix the corporate
name hereto.

                    AMERICAN PRESIDENT COMPANIES, LTD.


                    By   /s/  Timothy J. Windle

                    Title          Assistant Secretary