1

[KPMG LOGO]

        111 North Orange Avenue
        Suite 1600
        Orlando, FL  32801



                          INDEPENDENT AUDITORS' REPORT






To the Members of
GE Harris Railway Electronics, L.L.C., and Subsidiaries:

We have audited the consolidated balance sheet of GE Harris Railway
Electronics, L.L.C. and subsidiaries (a limited liability company) as of
December 31, 1998, and the related consolidated statement of operations and
comprehensive income, members' equity, and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GE Harris Railway
Electronics, L.L.C. and subsidiaries (a limited liability company) as of
December 31, 1998, and the results of their operations and their cash flows for
the year then ended in conformity with generally accepted accounting principles.

                                  /s/ KPMG LLP


Orlando, Florida
February 10, 1999