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Z, FebruarT 11, 19% U, Morgan Stanley & Co. Two Wall Street Neu York 5, N. Y. Gentlcmeni On January 27, 1954, PhiliD Morris & Co. Ltd., Incorporated offered to holders of Common Stock of Benson & Hedges the privilege of exchanging their shares for an equal number of shares of Philip Morris Common Stock. Under the conditions of the offer, Philip Morris might acquire as many aa W,5b1 shares of Benson & Hedges Common Stock. Our auditors have informed us that, in their opinion, the shares of Benson & kedges acquired pursuant to the aforementioned ftchaa.ge Orfer should be recorded on the books of Philip 1Korris, as an infestment, at the estimated aggregate fair market value at the offering date of the Philip Morris Common Stock issued therefor.. require.. For accounting purposes, as outlined in the pre- ceding paragrsph, will you please furnish us with your o inion as to the fair market value per share on January 27, 195~k of aa block of 41t3,5fi1 additional shsres of Philip Yorris Common Stock and also advise whether the value voul.d be different for a block of 400fQfl4 shares. ~ We enclose ea copy of a registration statement under The Secaurities Act of 1933 filed• yrith the deaurf.tiea and Exchange Commission in connection withh the Exchange Offer. We shall also furnish you with any additional informatfon you Tery truly 7ours! MiIP X€lRRaS & 00,. L'rD.,IHCORPORAZ'ED