New York, May 10, 1922.

Mr. Oren Root,

President.

Dear Sir:

Submitted herewith will be found an Income Account, Con¬
densed Balance Sheet and Profit and Loss Statement of Hudson & Man¬
hattan Railroad Company, which I certify to be in conformity with
the books, and to set forth correctly the financial condition of the
Company at December 31st, 1921, and the results of the operations of
the Company to that date.

Very truly yours,

FLETCHER H. SILLICK,

Comptroller.