As filed with the Securities and Exchange Commission on November
18, 1997.
Registration No. 33-50893
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APL LIMITED
(Exact name of registrant as specified in its charter)
Delaware 94-2911022
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
____________________
1111 Broadway
Oakland, CA 94607
(510) 272-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
____________________
Timothy J. Windle
Assistant Secretary
APL Limited
1111 Broadway
Oakland, CA 94607
(510) 272-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Stanton D. Wong, Esq.
Pillsbury Madison & Sutro LLP
235 Montgomery Street
San Francisco, CA 94104
(415) 983-1000
____________________
<PAGE>
TERMINATION OF REGISTRATION
Pursuant to the undertaking of the undersigned Registrant
contained in its Registration Statement on Form S-3
(Registration No. 33-50893), the Registrant hereby removes and
withdraws from registration all of the unsold Debt Securities
registered under such Registration Statement, due to the
acquisition of the Registrant by Neptune Orient Lines Limited on
November 12, 1997. The amount of unsold Debt Securities so
withdrawn is $100,000,000. The Registrant has no intention of
offering such $100,000,000 in Debt Securities for sale to the
public.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has duly caused this Post-
Effective Amendment No. 1 to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oakland, State of California, on
November 18, 1997.
APL LIMITED
By: /s/ Timothy J. Windle
Name: Timothy J. Windle
Title: Assistant Secretary
