Exhibit 10.5

               AGREEMENT made this 29th day of December, 1943,
               between The Baltimore and Ohio Railroad Company
               (hereinafter called the Baltimore Company) and
               Buffalo, Rochester and Pittsburgh Railway Company
               (hereinafter called the Rochester Company.

          WHEREAS the Baltimore Company is operating the
railroads and other property of the Rochester Company, pursuant
to an Agreement between said Companies, dated December 15, 1931,
as amended January 1, 1940, which said agreement as so amended is
hereinafter called the Operating Agreement; and

          WHEREAS the Interstate Commerce Commission, pursuant to
section 20 of the Interstate Commerce Act, has entered an order
requiring that, effective as of January 1, 1943, depreciation
accounting be established in respect of certain fixed property of
railroad companies, and in view of such order of the Commission
the parties hereto desire to amend the Operating Agreement in the
manner hereinafter set forth, which amendment shall be effective
as of the effective date of the aforesaid order, namely, January
1, 1943;

          NOW, THEREFORE, in consideration of the premises and
the mutual undertakings of the parties hereto, the Operating
Agreement is hereby amended as follows:
               
               "including depreciation on way,
               structures, equipment and other property
               of the Rochester Company and its leased
               lines accrued or accruing on and after
               the date of this agreement;

is hereby modified so as to read as follows:
               
               "including depreciation on equipment of
               the Rochester Company, and on way,
               structures, equipment and other property
               of the Rochester Company's leased lines
               accrued or accruing on and after the
               date of this agreement;"
          
          ARTICLE SECOND:  The sixth paragraph of the Operating
Agreement providing as follows:
               
               "The Baltimore Company shall at its own
               expense maintain said lines of railroad
               in as good operating condition as said
               railroad lines are at the date hereof,
               and when and as necessary for safe and
               efficient operation shall replace and
               renew all tracks, bridges and other
               structures, facilities and
               appurtenances, and the Baltimore Company
               shall pay so much of the cost thereof as
               under the then prevailing accounting
               classifications of the Interstate
               Commerce Commission is chargeable to
               expenses or against income."

is hereby modified so as to ready as follows:
               
               "The Baltimore Company shall at its own
               expense maintain said lines of railroad
               in as good operating condition, except
               for depreciation, as said railroad lines
               are at the date hereof.  When and as
               necessary for safe and efficient
               operation, the Baltimore Company shall
               replace and renew all tracks, bridges
               and other structures, facilities and
               appurtenances, and the Baltimore Company
               shall pay so much of the cost thereof as
               under the then prevailing accounting
               classifications of the Interstate
               Commerce Commission is chargeable to
               expenses or against income.  In the
               event of the retirement or abandonment
               of any such property, with the approval
               of any public authority having
               jurisdiction, in cases where such
               approval is necessary, and with the
               consent of the Rochester Company, the
               Baltimore Company will pay to the
               Rochester Company an amount equal to the
               cost or estimated cost of the property
               retired or abandoned, less amortization
               or depreciation, if any, theretofore
               required or allowed to be taken by the
               Bureau of Internal Revenue with respect
               to such property.  Any property retired
               or abandoned and for which the Rochester
               Company shall have been compensated, as
               in this paragraph provided, shall belong
               to the Baltimore Company."

ARTICLE THIRD:  The eighth paragraph of the Operating Agreement
is hereby modified by inserting in the third line after the words
"other assets" the words "(not theretofore accounted for)" so as
to make said paragraph read as follows:
               
               "The Baltimore Company will, at the
               termination of this agreement, account
               for all cash and the value of materials
               and supplies and  other assets (not
               theretofore accounted for) belonging to
               and taken over from the Rochester
               Company, and shall charge to said
               account any and all unliquidated amounts
               then found to be due by the Rochester
               Company to the Baltimore Company."

ARTICLE FOURTH:  The Operating Agreement is hereby modified
further by the insertion after the fourteenth paragraph thereof
providing as follows:
               
               "Amounts equal to an annual dividend at
               the rate of $4.00 per share on all
               common stock and $6.00 per share on all
               preferred stock of the Rochester Company
               outstanding, except on such stock as may
               be owned by the Baltimore Company."

of a new or additional paragraph reading as follows:
               
               "Monthly from January 1, 1943, an amount
               equal to the charges or deductions which
               may be allowed the Rochester Company by
               the Bureau of Internal Revenue pursuant
               to the Internal Revenue Code for
               amortization or depreciation with
               respect to any property (other than
               equipment for which express provision is
               hereinbefore made) covered by this
               agreement, which amount may in the first
               instance be estimated, but shall be
               adjusted when actual allowances are
               ascertained.  Any payment in this
               agreement provided to be made by either
               of the parties hereto to the other, may,
               at the election of the Baltimore
               Company, be made in whole or in part in
               cash, or be offset against an equal
               amount of indebtedness of the other
               party to such party."

          The modifications of the Operating Agreement
hereinabove set forth shall become effective as and from the
first day of January 1943, and shall continue until the
termination of the Operating Agreement in the manner provided in
the last paragraph thereof.


                         THE BALTIMORE AND OHIO RAILROAD COMPANY,

                                   By:  /s/J. J. Ekin
Attest:                                 -------------
                                             Vice President.
     /s/ G. F. May
     -------------
          Secretary

                         BUFFALO, ROCHESTER AND PITTSBURGH RAILWAY
                         COMPANY,
                         
                                   By:  /s/R. L. Snodgrass
                                        ------------------
Attest:                                           Vice President.

     /s/ G. F. May
     -------------
          Secretary.