As filed with the Securities and Exchange Commission on November
17, 1997.
Registration No. 33-17499
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
1111 Broadway
Oakland, CA 94607
(Address, including zip code, of Registrant's principal
executive offices)
_______________________
APL Limited SMART Plan
(formerly named American President Companies, Ltd.
Profit-Sharing Thrift Plan for Salaried Shoreside Employees)
(Full title of the plan)
Timothy J. Rhein
President
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)
<PAGE>
The undersigned Registrant hereby removes and withdraws
from registration all of the interests in the APL Limited SMART
Plan registered under this Registration Statement, due to the
acquisition of the Registrant by Neptune Orient Lines Limited on
November 12, 1997. Pursuant to Rule 416, the number of
interests so withdrawn from registration is indeterminate.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Post-Effective Amendment No. 3 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 17, 1997.
APL LIMITED
By: /s/ Timothy J. Rhein
Name: Timothy J. Rhein
Title: President
