JAMES    D.  MILLER   &   CO.

CERTIFIED   PUBLIC   ACCOUNTANTS
I4-0  NASSAU  STREET, NEW YORK 7, N.Y.
 

ACCOUNTANTS' CERTIFICATE
 

To THE Board of Directors,

Hudson & iMaxhattax Railroad Comp.vxy:

We have examined the general balance sheet of the Hudson 8c Manhat¬
tan Railroad Company as at December 31, 1946 and the related statements
of income and of profit and loss for the year ended that date, have reviewed
the accounting procedures of the Company and have examined its account¬
ing records (which consistently have been kept in accordance with the classifi¬
cation of accounts prescribed by the Interstate Commerce Commission for
Electric Railways) and other evidence in support of such financial statements.

Our examination was made in accordance with generally accepted auditing
standards applicable in the circumstances and included all auditing procedures
wc considered necessary, which procedures were applied by tests to the extent
we deemed appropriate in view of the system of internal control.

In our opinion, the accompanying general balance sheet and related
statements of income and of profit and loss fairly present the financial condition
of the Company at December 31, 1946 and the results of its operations for the
year ended that date, in conformity with principles of accounting prescribed
by the Interstate Commerce Commission for Electric Railways applied on a
basts consistent with that of the preceding''}^ear.

James D. Miller & Co.
New York, February 13, 1947.