ford would acquire common-carrier rights covering the transportation of general commodities, which embrace the above-specified commodities, partly between points in Middlesex County, on the one hand, and, on the other, points in Connecticut. The question arises whether such dual operations by the two carriers under common control of the Krosnowskis would be consistent with the public interest and the national transportation policy. Garford believes that its operations would not be competitive in this respect with those of White Motor, except as to bricks, because the latter uses special equipment. The parties, however, apparently are willing to accept restrictions similar to those imposed in the supplemental order of November 27, 1945, in No. MC-F-2790, supra, in order to obviate objectionable dual operations. In our opinion such restrictions are necessary, and our findings will be conditioned so as to provide for appropriate modifications in the rights of Garford and White Motor, if the instant transaction is consummated. With such modification, the remaining dual operations, under common control, would be consistent with the public interest and the national transportation policy, to the extent they result from this transaction.

General.-In No. MC-F-3698, Garford would sell operating rights between points in its base territory, on the one hand, and, on the other, Providence and points generally in southern Connecticut and southeastern Massachusetts. In No. MC-F-3699, it would acquire similar operating rights partly between points in the new base territory, including its entire present base territory, except points in New York in the New York commercial zone and points in Hudson County, on the one hand, and, on the other, points in the new radial territory which is larger than, and embraces, its total present radial territory in New England. To prevent the merger of the operating rights that Garford would purchase from the estate with those which it would sell to Trucking, to the extent of their duplication, our findings will be conditioned to require that the transaction authorized in No. MC-F-3698 shall be consummated prior to or coincidentally with the one authorized in No. MC-F-3699. Compare Lecrone-Benedict Ways, Inc.-Purchase-Great Central, 39 M. C. C. 591 and Holland Transp. Co., Inc.-Pur.-Allied Freightways, Inc., 45 M. C. C. 487.

The rail carriers oppose primarily the transaction in No. MC-F3698 because of the proposed division of operating rights. Such division is not objectionable. We have approved other transactions under similar circumstances. Compare Biter's Transfer Co., Inc.Purchase-Evans, 50 M. C. C. 805, decided December 22, 1947, and MC-F-3484, Borush Motor Exp., Inc.-Purchase-John Vogel, Inc., 50 M. C. C. 408. National operates principally over regular routes

in New Jersey, New York, and Connecticut, serving most intermediate points and numerous off-route points, including points in Hudson. Bergen, Essex, Union, Passaic (portion), and Middlesex (portion) Counties and those in the New York commercial zone. It particularly objects to the proposed service by Trucking between points in the considered New Jersey-New York area and those in the New England area. Trucking, as indicated, is interested primarily in providing service between its authorized southern area and the New England points, but will, of course, accept traffic for all authorized points. There is nothing in the record to indicate the tonnage, if any, that National might lose as a result of the transaction in No. MC-F-3698 or the effect on its service. The evidence warrants a finding that the transaction therein and the one in No. MC-F-3699 would be consistent with the public interest.

We find, in No. MC-F-3698, that purchase by McLean Trucking Co. of the previously described portion of the operating rights of Garford Trucking, Inc., and acquisition of control of the operating rights by M. P. McLean, Jr., through the purchase, upon the terms and conditions above set forth, which terms and conditions are found to be just and reasonable, constitute a transaction within the scope of section 5 (2) (a), and will be consistent with the public interest, and that, if the transaction is consummated, McLean Trucking Co. will be entitled to a certificate covering the described portion of the operating rights granted in No. MC-1091, which rights are herein authorized to be unified with rights otherwise confirmed in it; provided, however, that the transaction herein authorized shall be consummated prior to or coincidentally with the one authorized in No. MCF-3699; and provided further, that, if the authority herein granted is exercised, McLean Trucking Co. shall immediately write off the amount assigned to its "Other Intangible Property" account as a result of the transaction, such write-off to be effected in the manner to be determined upon submission of the journal entries proposed to record the purchase, as required by our order herein.

We further find, in No. MC-F-3699, that purchase by Garford Trucking, Inc., of the operating rights and property of A. Walker Reid (Jack Braverman, executor), doing business as Fast Eight Line, and acquisition of control of the operating rights and property by I. Joseph, Adam, and Joseph Krosnowski through the purchase, upon the terms and conditions above set forth, which terms and conditions are found to be just and reasonable, constitute a transaction within the scope of section 5 (2) (a), and will be consistent with the public. interest, and that, if the transaction is consummated, Garford Truck

ing, Inc., will be entitled to a certificate covering the operating rights granted in No. MC-65086, which rights are herein authorized to be unified with rights otherwise confirmed in it; provided, however, that, if the authority herein granted is exercised, Garford Trucking, Inc., shall immediately write off the amount assigned to its "Other Intangible Property" account as a result of the transaction, such write-off to be determined upon submission of the journal entries proposed to record the purchase, as required by our order herein; and provided, further, that, if the authority herein granted is exercised, and coincidentally therewith, (1) the common-carrier operating rights authorized to be purchased herein, in No. MC-65086 shall be modified by excluding therefrom all rights to transport clay products and refractory products between points in Middlesex County, N. J., on the one hand, and points in Connecticut within 150 miles of South River, N. J., on the other; and (2) the contract-carrier operating rights of White Motor Transportation Co., Inc., in permit No. MC-61157, dated July 3, 1946, shall be modified by excluding therefrom all rights to transport paint, empty containers, and materials, supplies, and equipment used in the manufacture of clay products and refractory products, between points in Middlesex County, N. J., south of New Jersey Highway S-28, on the one hand, and points in Connecticut within 150 miles of South River, N. J., on the other.

An appropriate order will be entered.

50 M. C. C.

2

an agreement entered into by the partnership the operating rights and the physical property then owned by vendor were leased to the partnership. While the title to the operating rights and physical property was to remain in vendor, all newly acquired operating rights and property were to be paid for and were to become the property of the partnership. The partnership never acquired any additional operating rights but did add to the physical property used in the operations, and for a time leased the operating rights of vendee authorizing operations between Waco and Groesbeck.

In Hyde-Lease and Purchase-Day, 45 M. C. C. 807, decided August 20, 1946, herein called the Lease case, vendee was authorized to lease vendor's previously described interstate operating rights covered by certificate in No. MC-60458, and his previously mentioned intrastate operating rights covered by Texas certificates 50, 760, 822, 895, and 974, for a period expiring on May 2, 1948, at a total lease rental of $171,000, with an option to purchase the operating rights for an additional consideration of $54,000, and to purchase certain physical property for $75,000. Although, as indicated, the partnership did not acquire title to any operating rights during the period they leased the rights from vendor, they did add to the physical property formerly used by him. While the lease and purchase agreement approved in the Lease case, was between vendee and the partnership, and not between vendee and the record owner of the operating rights, it is clear that it was intended by vendee and vendor, that vendee would be permitted to purchase the considered operating rights of vendor, as hereinbefore described.

By an affidavit executed on April 12, 1948, vendee reaffirmed his intention to exercise the purchase option contained in the agreement as approved in the Lease case for $54,000, and to pay the purchase price from a special fund following approval of appropriate regulatory authorities.

Vendee's balance sheet as of February 29, 1948, constructed from a trial balance of record herein, shows assets aggregating $395,141, consisting of: Current assets $179,802, principally accounts receivable $124,462; carrier operating property, less depreciation, $182,604; intangible property $23,170; and prepayments $9,565. Liabilities were: Current liabilities $131,383, chiefly accounts payable $126,895; and sole-proprietorship capital $263,758. His income statements for 1946, 1947, and the first 2 months of 1948, show net incomes of $53,997,

2 On March 3, 1944, in No. MC-FC-31021, the partnership was authorized to lease the operating rights of vendor for a period to expire on January 1, 1946. The lease was terminated on the expiration date.

(Sub-No. 4), supported by various Texas intrastate certificates of public convenience and necessity, describing passenger operations, in interstate or foreign commerce, under the proviso, over additional routes generally between Palestine and Henderson; between Belleville and Brenham; and between Hico and Dublin via Stephensville. On July 25, 1947, in No. MC-67939 (Sub-No. 5), vendee filed an additional statement (Form BMC-75), supported by Texas intrastate certificate of public convenience and necessity 1263, describing operations, under the proviso, over additional routes, between Alvin and Sugarland via Manvel; between Sugarland and Rosenberg via Richmond; and between Rosenberg and Sealy via Orchard and Wallis, and on November 20, 1947, in No. MC-67939 (Sub-No. 6), he filed a statement (Form BMC-75), supported by Texas intrastate certificate of public convenience and necessity 1271, describing similar operations under the proviso between Egypt and Houston via Wallis, Orchard, Simonton, and Clodine.

By order entered December 18, 1945, in No. MC-F-2992, G. W. Hyde-Lease-Southwestern Greyhound Lines, Inc., vendee was authorized to lease for a period of 1 year from December 18, 1945, and thereafter until canceled by either party upon 60 days' notice, interstate operating rights authorizing the transportation of passengers and their baggage, and of express, newspapers, and mail in the same vehicle with passengers, over regular routes, between Dallas and Alvarado; and between Cedar Hill and the junction of U. S. Highway 67 and an unnumbered highway, serving all intermediate points. The lease has not been terminated.

On April 24, 1942, in No. MC-60458, a certificate was issued to vendor authorizing operations, in interstate or foreign commerce, as a motor common carrier of passengers and their baggage, and of express in the same vehicle with passengers, (1) between Waco and Palestine via Mexia and Fairfield, over U. S. Highway 84, (2) between Waco and Cisco via Valley Mills, Meridian, Hico, Alexander, Dublin, and Eastland, over Texas Highway 67 and U. S. Highway 80, and (3) between Waco and Brenham via Lott, Cameron and Caldwell, over U. S. Highway 77 and Texas Highway 36, serving all intermediate points. He has also been granted corresponding intrastate rights, as evidenced by Texas certificates 50, 760, and 822. Texas certificates 895, 822, and 974, issued to Day authorize the transportation of passengers over additional routes between Brenham and Belleville, over Texas Highway 36, between Palestine and Henderson, and certain intrastate charter operations over irregular routes.

On January 1, 1943, a partnership composed of Sam H. Day, and his two sons, Sam M. Day and Williard H. Day, was organized. Under