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in relation to the said railways, and the eventual or contingent transfer of the same, or any part thereof, to the Government, as the aforesaid Governor, with the advice aforesaid, and the Company shall respectively think fit and agree upon. 13. The Company shall have the power to alter, divert, raise, or lower any public road or way for the purpose of crossing the railway, provided that no gradient in any road so altered shall be more than one foot in twenty-five, and that the railway may cross any road upon the level. 14. All private lands required for the purposes of the railway shall be purchased by and at the cost and charges of the Province of Nelson, and be conveyed free of cost and charges to the said Company. 15. All plant, material, and machinery required for use in the construction of the said railway shall be admitted in the Province of Nelson free of all Customs duties or charges. 16. The Company shall furnish the Governor and the Superintendent of the province with the name and quality of some person resident in the province, upon whom all notices and documents may be served in behalf of the Company. Explanations given to me The promoters look to making 6 per cent on their outlay; the interest during construction to be capitalized. 3rd May, 1875. Julius Vogel.

No. 2. The Hon. the Peemiee to the Hon. The Colonial Seceetaey. 7, Westminster Chambers, Victoria Street, Westminster, S.W., Sie,— 12th May, 1875. To my letter of April 28th, respecting negotiations for the construction of the proposed Nelson and West Coast Railway, I added a postscript on May 3rd, to the effect that Messrs. Clark, Punchard, and Co., had declined to proceed with the matter. After the despatch of that letter, I received from Mr. James the document which I have now the honor to enclose. I have, &c, The Hon. Dr. Pollen, Colonial Secretary. Julius Vogel.

Enclosure in No. 2. Mr. A. A. James to the Hon. the Peemiee. Sie,— 1, Tokenhouse Yard, London, E.C., 6th May, 1875. I regret to say I have received a letter from Messrs. Clark, Punchard, and Co., intimating their indisposition to go further into the negotiations with reference to the New Zealand railway. To convey to you exactly their reasons, as they expressed them to me, I annex an extract from their letter. I would have communicated this earlier to you, but I have been for several days in the North of England, whence I returned only this morning. I am, &c, Julius Vogel Esq., A. A. James. 87, Gloucester Place, Portman Square, W. Sub-Enclosure to Enclosure in No. 2. Since we had the pleasure of meeting you and Mr. Vogel, we have carefully considered the observations which fell from him, and the inducements held out to us for building the proposed railway, and it appears that they are so slight as compared with the heavy lock-up of capital that would be necessary, that we do not think it would answer our purpose to further entertain the matter.

No. 3. The Hon. the Peemiee to the Hon. the Colonial Seceetaey. 7, Westminster Chambers, Victoria Street, Westminster, S.W., Sie,— 28th May, 1875. Eeferring to my former letters respecting negotiations for the construction of the Nelson and West Coast Bailway, I have now the honor to forward for the information of the Government a letter from Mr. Eobert Walker, and copy of my reply thereto. I have, &c, The Hon. Dr. Pollen, Colonial Secretary. Julius Vogel.