transactions, the Committee come to the conclusion that the financial embarrassments of the corporation from the year 1855, when the first contract with E. W. Serrell was made to the time of the suspension of the works under the last contract with H. Haupt & Co., are apparent. And it is also apparent that during the same time, the contractors assumed, to a very great extent, the control and responsibility of the enterprise.

Under the first contract, and on the day of its acceptance, the direction of the engineering operations within the tunnel was left with the contractor; excepting measuring for estimates and the final acceptance of the work; and on his subscribing $600,000 to the capital stock, $800,000 (less the new subscriptions,) was added to the contract prices for the work.

Under the second contract with Serrell, Haupt & Co., the directors voted to substitute bonds for stock in payment of the work until 2,000 feet of the tunnel was completed, and to pay the discounts and losses to which the contractors might be required to submit, not exceeding fifteen per cent. per annum; and also, to issue to the contractors bonds to the amount of $100,000 in addition to payments. Said bonds were to be sold or pledged by Haupt & Co., to enable them to raise means to carry on their operations under the contract.

On the dissolution of the firm of Serrell, Haupt & Co., in July 1856, Serrell resigned his office as director and was chosen consulting engineer. At the same time, W. A. Galbraith, one of the contractors in the following contract, was chosen a director. Thereupon a new contract was made with H. Haupt, W. A. Galbraith, C. B. Duncan and Henry Cartwright. Under this contract the estimates were to be made by the company's engineer. In July, 1857, the records show that no payments had been made the contractors for more than a year, and that the work could be carried on only by the continued efforts and personal credit of the contractors.

In February, 1858, the contract was again changed, and Messrs. Haupt and Cartwright engaged with the corporation to complete the road and tunnel. At this time, the records show that no payments had been made under the previous contracts "for more than two years; that the work could only be carried on by the continued efforts, increased expenditures, and personal credit of the contractors."

By a provision of this contract, any revenue arising from the use of the road, or any portion of it, was assigned to the contractors until their claims upon the company were adjusted; and the payment of all the company's debts was to be deferred until that of the contractors was satisfied; and Haupt & Co. agreed to maintain the organization of the corporation, pay its bills for printing, and advance therefore a sum not less than $500,000.

The same year the Rensselaer Iron Company was allowed a lien on the iron delivered to the contractors until the same was paid for. In 1859, H. Haupt relinquished his pecuniary interest in the contract, and was appointed chief engineer of the corporation. (See Appendix A, page 62.) These transactions in which the contractors participated, (one of whom was on the board of directors,) show conclusively that they were fully apprized of the condition of the corporation, from the date of their first connection with the work to the time of its "suspension," no claim during the whole period having been made by them against the Commonwealth for any work done for the corporation.

The existence of the mortgages to the State were of course well known to the contractors. They were given in pursuance of laws passed by the legislature, and for security of the payments received by the contractors for their services. The right of the Commonwealth to take possession of the railroad under the mortgages, must have been well understood. Further, the corporation, in surrendering the road to the State, did no injury to the contractors, for the act of surrender did not take place until after the contractors had suspended work upon both road and tunnel, and practically abandoned the enterprise; thus leaving to the State the alternative, either to take possession of the work and complete the road and tunnel, or to abandon it; and, in addition to the loss of the advances already made, forego the anticipated benefits of an additional avenue for Western traffic.

The treasurer's books do not show any settlement between Haupt and Company and the corporation. The account standing upon the ledger shows a large balance against the contractors; but the Committee are informed that subsequent to May 30, 1863, a settlement was made upon the basis of Mr. Stevenson's report (see Appendix A,) and that Mr. Haupt received, in conformity with the contract of H. Haupt & Co. with the Troy and Greenfield corporation, payment for all labor done and material furnished by said H. Haupt & Co., for the corporation, and that all matters between the parties have been adjusted.

Although the accounts between the contractors and the corporation are understood to be settled, it may be interesting to examine the account of the Commonwealth with the enterprise and compare the value of the work done by the contractors at the time of its abandonment by them, with the payments made to them therefore, from the treasury of the State.

From the foregoing statement it appears that the contractors with the Troy and Greenfield Railroad corporation, have received from the State, three hundred and nineteen thousand nine hundred and thirty-six dollars and eighty-two cents more than the value of the work which the corporation surrendered under the mortgage, and that the State has lost that amount of money in its efforts to assist in the construction of the work. It is proper to add as the judgment of the very intelligent chairman of the commissioners (Mr. J. W. Brooks,) from whose statement to the Committee the foregoing figures are taken, that the loss to the State in the transaction by the failure of Messrs. B. Haupt & Co., to perform their contract in a proper manner, will reach the sum of three hundred and fifty thousand dollars. (See statement, Appendix C.)

The Commonwealth having taken possession of the road and