Auditors' Opinion

ARTHUR ANDERSEN & Co.

WASHINGTON, D. C.

To the Comptroller General of the United States
and the Administrator of the Saint Lawrence
Seaway Development Corporation:

We have audited the accompanying statement of financial position of the SAINT LAWRENCE SEAWAY DEVELOPMENT CORPORATION (a wholly owned U. S. government corporation) as of December 31, 1988, and the related statements of operations and changes in cumulative results of operations, changes in invested capital and cash flows for the year then ended. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Saint Lawrence Seaway Development Corporation for the year ended December 31, 1987, were not audited by us and, accordingly, we do not express an opinion on them.

We conducted our audit in accordance with generally accepted auditing
standards and the standards for financial audits contained in the U. S.
General Accounting Office Government Auditing Standards (1988 Revision).
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Saint Lawrence Seaway Development Corporation as of December 31, 1988, and the results of its operations and its cash flows for the year ended in conformity with generally accepted accounting principles.

Washington, D. C.,

April 19, 1989.

Arthur Andersen & Co.

Accounting Controls

ARTHUR ANDERSEN & Co.

WASHINGTON, D. C.

To the Comptroller General of the United States
and the Administrator of the Saint Lawrence

Seaway Development Corporation:

We have audited the financial statements of the SAINT LAWRENCE SEAWAY
DEVELOPMENT CORPORATION (the "Corporation") for the year ended December 31,
1988, and have issued our report thereon dated April 19, 1989. Our audit was
made in accordance with generally accepted auditing standards and the
standards for financial audits contained in the U. S. General Accounting
Office Government Auditing Standards (1988 Revision). As part of our audit,
we made a study and evaluation of the system of internal accounting controls
to the extent we considered necessary solely to determine the nature, timing
and extent of our auditing procedures. For the purpose of our report, we have
classified the significant internal accounting controls into the following
categories.

Our study included all of the control categories listed above, except that we did not evaluate the accounting controls over treasury, fixed assets and financial reporting transactions because we determined it would be more efficient to substantively test these records.