AMICK AND  SPICER

ACCOUNTANTS AND AUDITORS
 

50   BROADWAY
NEW    YORK    4,    N.
 

ACCOUNTANTS' CERTIFICATE

Board of Directors,

Hudson & Manhattan Railroad Company,

30 Church Street,

New York, New York.

Gentlemen:

We have examined the general balance sheet of the Hudson & Manhattan
Railroad Company as of December 31, 1948 and the statements of income
and surplus for the year then ended, have reviewed the system of internal
control and the accounting procedures of the Company and, without making
-a detailed audit of the transactions, have examined or tested accounting
records of the Company and other supporting evidence, by methods and to
the extent we deemed appropriate. Our examination was made in accordance
with generally accepted auditing standards, and included all procedures which
we considered necessary in the circumstances.

The accounts of the Company and the accompanying financial statements
have been classified in accordance with the Uniform System of Accounts pre-
.scribed for Electric Railways by the Interstate Commerce Commission.

In our opinion, the accompanying general balance sheet and related
statements of income and surplus present fairly the position of the Hudson &
Manhattan Railroad Company at December 31, 1948, and the results of its
operations for the year then ended, in conformity with principles of accounting
prescribed by the Interstate Commerce Commission for electric railways
applied on a basis consistent with that of the preceding vcar.

AiiicK & Spicer

February 28, 1949.