December 10, 1998

The Honourable Paul Martin, P.C., M.P.
Minister of Finance
21^st Floor,
East Tower
L'Esplanade Laurier
140 O'Connor Street
Ottawa, Ontario
K1A 0G5

Dear Minister:

     I attach the Report of the Office of the Superintendent of Financial Institutions on prudential aspects of the two merger proposals, one from the Royal Bank of Canada and the Bank of Montreal, and the second from the Canadian Imperial Bank of Commerce and The Toronto-Dominion Bank.

     As you know, OSFI operates under strict confidentiality constraints. However, this report has been drafted so that you can make it public, and I believe it would be appropriate to do so.

Yours very truly,



John Palmer
Superintendent

Attach.

cc. Hon. Jim Peterson, Secretary of State (International Financial Institutions)