MEMORANDUM OF DECISION
PECKHAM, District Judge.
Plaintiffs in this environmental protection and housing assistance case originally brought suit to enjoin the construction of California Highway Project 238.1 2**The injunction was granted on the grounds that the defendants failed to comply with § 4(f) of the Department of Transportation Act of 1966 and various sections of 23 U.S.C. dealing with housing displacement and relocation. Plaintiffs now move for the awarding of attorneys’ fees, against defendants, the California Highway Department, California Department of Public Works, and J. A. Legarra, Chief Highway Engineer, State of California, in his individual and representative capacity.
While the general American rule is that attorneys’ fees are not ordinarily recoverable as costs absent an express statutory authorization, the courts have developed exceptions to this rule for situations in which “overriding considerations” indicate the need for such a recovery. Mills v. Electric Auto-Lite, 396 U.S. 375, 90 S.Ct. 616, 24 L.Ed.2d 593 (1970).2The statutes which were the [96]*96basis of the relief on the merits in La Raza do not specifically provide for the awarding of fees; hence, we must consider whether this case falls within a judge-created exception to the American rule.
The power to grant attorneys’ fees springs from the equitable powers of the court. Sprague v. Ticonic Nat. Bank, 307 U.S. 161, 166, 59 S.Ct. 777, 83 L.Ed. 1184 (1939). The basic issue in the present motion is whether plaintiffs have demonstrated that equity compels the awarding of fees in this case. Through the use of their equitable powers courts have carved out several exceptions to the American rule of not granting attorneys’ fees absent statutory authorization.
1) The “obdurate behaviour” situation. Here the courts use their equitable powers to impose costs on defendants who behaved in bad faith. See, e. g., Kahan v. Rosenstiel, 424 F.2d 161, 167 (3rd Cir. 1970), cert. denied, Glen Alden Corp. v. Kahan, 398 U.S. 950, 90 S.Ct. 1870, 26 L.Ed.2d 290 (1970) ; Knight v. Auciello, 453 F.2d 852 (1st Cir. 1972).
2) The “common fund” situation. Here the courts use their equitable powers to insure that the beneficiaries of litigation are the ones who share the expense. This is a defensive use of the equitable power of the courts to prevent the unjust enrichment of “free riders”. See, e. g., Sprague v. Ti-conic Nat. Bank, 307 U.S. 161, 59 S.Ct. 777, 83 L.Ed. 1184 (1939).
3) The “private attorney general” situation. Here the courts use their power offensively when necessary and appropriate to insure the effectuation of a strong Congressional policy. See e.g., Sims v. Amos, 340 F.Supp. 691 (M.D. Ala. decided March 17, 1972); cf. Newman v. Piggie Park Enterprises, 390 U.S. 400, 88 S.Ct. 964, 19 L.Ed.2d 1263 (1968).
Doubtless some cases defy categorization into one of the three categories, perhaps the present ease is one, but the categories provide useful tools for analysis.
1. The obdurate behavior situation.
The first exception, the “obdurate behavior” or “bad faith” situation, does not apply to this case. In its memorandum and order the court specifically found that the State Highway Department did not behave in bad faith:
“From the evidence thus far presented it also appears that, despite sincere efforts, the State has an inadequate relocation assistance program, as defined by § 205 of the Uniform Relocation Assistance Act of 1970 and IM 80-1-71. The State, albeit in good faith, has failed to comply with the federal relocation statutes and regulations.” • (emphasis added).
337 F.Supp. at 233.
The same findings apply to the environmental aspect of the case. La Raza involved complicated legal questions; by no means were the duties of the state clear, and the court affirms its earlier findings that the State did not behave in bad faith. Our concern here is with those situations when the defendants’ errors and conduct falls short of obdurate behavior.
2. The common fund situation.
The second exception is the common fund “situation”. In Sprague v. Ticonic Nat. Bank, 307 U.S. 161, 59 S.Ct. 777, 83 L.Ed. 1184 (1939), the U.S. Supreme Court held that attorneys’ fees can be awarded when the judgment results in a “common fund” for the plaintiffs or for the class. That is to say, when the [97]*97plaintiffs’ efforts result in substantial benefits to others, these “free riders”— those who receive significant benefits without paying for them — should compensate the plaintiffs for the benefits the latter has conferred upon them. The Supreme Court has more recently elaborated on the inequity of “free riders” in a litigation context:
“To allow the others to obtain full benefit from the plaintiffs’ efforts without contributing equally to the litigation expenses would be to enrich the others unjustly at the plaintiff’s expense.” Mills v. Electric Auto-Lite, 396 U.S. 375, 392, 90 S.Ct. 616, 625, 24 L.Ed.2d 593 (1970).
In other words the “free-riders” situation is an appropriate one for the Court to exercise its equitable powers to award attorneys’ fees.
The plaintiffs in Mills were certain shareholders in Electric Auto-Lite Company who alleged that a merger had been accomplished through the use of a misleading proxy statement. A group of shareholders brought a derivative action to have the merger set aside and eventually prevailed on the merits. The Supreme Court approved the awarding of attorneys’ fees despite the absence of any statutory authorization by utilizing the common-fund approach.
The Court stated that attorneys’ fees can be awarded “where the litigation has conferred a substantial benefit on the members of an ascertainable class, and where the court’s jurisdiction over the subject matter of the suit makes possible an award that will operate to spread the costs proportionately among them.” 396 U.S. at 393, 90 S.Ct. at 626.
Mills extended the scope of the common-fund justification for the awarding of fees by holding that no pecuniary benefit need be demonstrated. 396 U.S. at 393, 90 S.Ct. 616. In so doing it has become exceedingly difficult to trace the benefits of litigation to their ultimate beneficiaries, so as to apportion the attorneys’ fees amongst them.3 Because of the attendant difficulties in determining the ultimate beneficiaries, the “common fund” mold simply does not fit the present situation. As Judge Merhige stated in Bradley v.
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MEMORANDUM OF DECISION
PECKHAM, District Judge.
Plaintiffs in this environmental protection and housing assistance case originally brought suit to enjoin the construction of California Highway Project 238.1 2**The injunction was granted on the grounds that the defendants failed to comply with § 4(f) of the Department of Transportation Act of 1966 and various sections of 23 U.S.C. dealing with housing displacement and relocation. Plaintiffs now move for the awarding of attorneys’ fees, against defendants, the California Highway Department, California Department of Public Works, and J. A. Legarra, Chief Highway Engineer, State of California, in his individual and representative capacity.
While the general American rule is that attorneys’ fees are not ordinarily recoverable as costs absent an express statutory authorization, the courts have developed exceptions to this rule for situations in which “overriding considerations” indicate the need for such a recovery. Mills v. Electric Auto-Lite, 396 U.S. 375, 90 S.Ct. 616, 24 L.Ed.2d 593 (1970).2The statutes which were the [96]*96basis of the relief on the merits in La Raza do not specifically provide for the awarding of fees; hence, we must consider whether this case falls within a judge-created exception to the American rule.
The power to grant attorneys’ fees springs from the equitable powers of the court. Sprague v. Ticonic Nat. Bank, 307 U.S. 161, 166, 59 S.Ct. 777, 83 L.Ed. 1184 (1939). The basic issue in the present motion is whether plaintiffs have demonstrated that equity compels the awarding of fees in this case. Through the use of their equitable powers courts have carved out several exceptions to the American rule of not granting attorneys’ fees absent statutory authorization.
1) The “obdurate behaviour” situation. Here the courts use their equitable powers to impose costs on defendants who behaved in bad faith. See, e. g., Kahan v. Rosenstiel, 424 F.2d 161, 167 (3rd Cir. 1970), cert. denied, Glen Alden Corp. v. Kahan, 398 U.S. 950, 90 S.Ct. 1870, 26 L.Ed.2d 290 (1970) ; Knight v. Auciello, 453 F.2d 852 (1st Cir. 1972).
2) The “common fund” situation. Here the courts use their equitable powers to insure that the beneficiaries of litigation are the ones who share the expense. This is a defensive use of the equitable power of the courts to prevent the unjust enrichment of “free riders”. See, e. g., Sprague v. Ti-conic Nat. Bank, 307 U.S. 161, 59 S.Ct. 777, 83 L.Ed. 1184 (1939).
3) The “private attorney general” situation. Here the courts use their power offensively when necessary and appropriate to insure the effectuation of a strong Congressional policy. See e.g., Sims v. Amos, 340 F.Supp. 691 (M.D. Ala. decided March 17, 1972); cf. Newman v. Piggie Park Enterprises, 390 U.S. 400, 88 S.Ct. 964, 19 L.Ed.2d 1263 (1968).
Doubtless some cases defy categorization into one of the three categories, perhaps the present ease is one, but the categories provide useful tools for analysis.
1. The obdurate behavior situation.
The first exception, the “obdurate behavior” or “bad faith” situation, does not apply to this case. In its memorandum and order the court specifically found that the State Highway Department did not behave in bad faith:
“From the evidence thus far presented it also appears that, despite sincere efforts, the State has an inadequate relocation assistance program, as defined by § 205 of the Uniform Relocation Assistance Act of 1970 and IM 80-1-71. The State, albeit in good faith, has failed to comply with the federal relocation statutes and regulations.” • (emphasis added).
337 F.Supp. at 233.
The same findings apply to the environmental aspect of the case. La Raza involved complicated legal questions; by no means were the duties of the state clear, and the court affirms its earlier findings that the State did not behave in bad faith. Our concern here is with those situations when the defendants’ errors and conduct falls short of obdurate behavior.
2. The common fund situation.
The second exception is the common fund “situation”. In Sprague v. Ticonic Nat. Bank, 307 U.S. 161, 59 S.Ct. 777, 83 L.Ed. 1184 (1939), the U.S. Supreme Court held that attorneys’ fees can be awarded when the judgment results in a “common fund” for the plaintiffs or for the class. That is to say, when the [97]*97plaintiffs’ efforts result in substantial benefits to others, these “free riders”— those who receive significant benefits without paying for them — should compensate the plaintiffs for the benefits the latter has conferred upon them. The Supreme Court has more recently elaborated on the inequity of “free riders” in a litigation context:
“To allow the others to obtain full benefit from the plaintiffs’ efforts without contributing equally to the litigation expenses would be to enrich the others unjustly at the plaintiff’s expense.” Mills v. Electric Auto-Lite, 396 U.S. 375, 392, 90 S.Ct. 616, 625, 24 L.Ed.2d 593 (1970).
In other words the “free-riders” situation is an appropriate one for the Court to exercise its equitable powers to award attorneys’ fees.
The plaintiffs in Mills were certain shareholders in Electric Auto-Lite Company who alleged that a merger had been accomplished through the use of a misleading proxy statement. A group of shareholders brought a derivative action to have the merger set aside and eventually prevailed on the merits. The Supreme Court approved the awarding of attorneys’ fees despite the absence of any statutory authorization by utilizing the common-fund approach.
The Court stated that attorneys’ fees can be awarded “where the litigation has conferred a substantial benefit on the members of an ascertainable class, and where the court’s jurisdiction over the subject matter of the suit makes possible an award that will operate to spread the costs proportionately among them.” 396 U.S. at 393, 90 S.Ct. at 626.
Mills extended the scope of the common-fund justification for the awarding of fees by holding that no pecuniary benefit need be demonstrated. 396 U.S. at 393, 90 S.Ct. 616. In so doing it has become exceedingly difficult to trace the benefits of litigation to their ultimate beneficiaries, so as to apportion the attorneys’ fees amongst them.3 Because of the attendant difficulties in determining the ultimate beneficiaries, the “common fund” mold simply does not fit the present situation. As Judge Merhige stated in Bradley v. School Board of the City of Richmond, Virginia, 53 F.R.D. 28, 35 (E.D.Va.1971), wherein he rejected the common fund theory as a basis for awarding attorneys’ fees in a school desegregation case: “School desegregation eases, or any suits against governmental bodies, do not fit this fund model without considerable cutting and trimming.”
Consequently, the Court finds it is difficult in this case to support an award of attorneys’ fees under the common-fund theory.
[98]*983. The “private attorney general” situation.
In finding the required substantial benefit in Mills, the Court said: “[T]he stress placed by Congress on the importance of fair and informed corporate suffrage leads to the conclusion that, in vindicating the statutory policy, petitioners have rendered a substantial service to the corporation and its shareholders.” 396 U.S. at 396, 90 S.Ct. at 627. The Court found that this type of “corporate therapeutics” by private stockholders as “providing an important means of enforcement of the proxy statute.” 396 U.S. at 396, 90 S.Ct. at 628. Mills, then represents both the defensive and offensive use of the Court’s equitable powers. Defensive, to prevent unjust enrichment of free riders and offensive, to promote the effective implementation of the Congressional objective of fair and informed corporate suffrage.4
Two distinguished federal judges relying partially on Mills have put forward a third ground for the awarding of attorneys’ fees: the plaintiff as “private attorney-general.” See Lee v. Southern Home Sites Corp., 444 F.2d 143 (5th Cir. 1971), (opinion of Wisdom, J.); NAACP v. Allen, 340 F. Supp. 703, (M.D.Ala. 1972) (opinion of Johnson, J.). See also Sims v. Amos, 340 F.Supp. 6915 (M.D.Ala. 1972). The rule briefly stated is that whenever there is nothing in a statutory scheme which might be interpreted as precluding it, a “private attorney-general” should be awarded attorneys’ fees when he has effectuated a strong Congressional policy which has benefited a large class of people, and where further the necessity and financial burden of private enforcement are such as to make the award essential.6
In a recent case interpreting Mills, the Court of Appeals for the District of Columbia in Yablonski v. United Mine Workers, 466 F.2d 424 (D.C.Cir. 1972) reversed a lower court’s refusal to award attorney fees in four separate actions. Each of the actions concerned certain alleged violations of various provisions of the Labor Management Reporting and Disclosure Act of 1959. 29 U.S.C. § 401ff. Yablonski like Mills defies categorization. It is a defensive use of the court’s equitable powers as it attempts to spread the costs of securing union democracy over the union membership, but an offensive use in that it provides an effective method of implementing the Congressional policy of advancing union democracy.
Most recently the Fifth Circuit has reaffirmed Judge Wisdom’s conclusion that the awarding of attorney fees are proper when the plaintiff seeks to effectuate a strong Congressional policy. Cooper v. Allen, 467 F.2d 836 (5th Cir. decided August 29, 1972).7 Neither ob[99]*99durate behavior nor a common fund was present. But because the trial court failed to articulate the basis of the denial of attorney fees, the Court remanded with instructions that the award should be made pursuant to Lee, supra, unless the trial court can set forth specific reasons for the denial.
Mills does not give the federal courts license to award attorneys’ fees in all cases. Lee, 444 F.2d at 145. See e. g., Fleishman Distilling Corp. v. Maier Brewing Co., 386 U.S. 714, 87 S. Ct. 1404, 18 L.Ed.2d 475 (1967). The matter is addressed to the sound discretion of the trial court and turns on such factors as the strength of the Congressional policy, the number of people benefited by the litigants’ efforts, and the necessity and financial burden of private enforcement.
a) The effectuation of strong Congressional policies — Few public policies are accorded the weight and priority of those present in this lawsuit. See the discussion of this point in La Raza Uni-da v. Volpe, 337 F.Supp. 221, 226-228, (N.D.Cal.1971). The Court could cite numerous judicial and legislative utterances that dramatically portray the strength of these public policies, but the following will serve as examples:
On environmental protection:
That congressional command [23 U. S.C. 138 and Section 4(f) of the DOT Act] should not be taken lightly by the Secretary or this Court. It represents a solemn determination of the highest law-making body of this Nation that the beauty and health-giving facilities of our parks are not to be taken away for public roads without hearings, fact-findings, and policy determinations under the supervision of a Cabinet officer — the Secretary of Transportation. Citizens to Preserve Overton Park v. Volpe, 401 U.S. 402, 91 S.Ct. 814, 28 L.Ed.2d 136 (1971) (opinion Black, J., concurring).
On relocation assistance:
Congress hereby declares that the prompt and equitable relocation and reestablishment of persons, businesses, farmers, and nonprofit organizations displaced as a result of the Federal highway programs and the construction of Federal-aid highways is necessary to insure that a few individuals do not suffer disproportionate injuries as a result of programs designed for the benefit of the public as a whole. Therefore, Congress determines that relocation payments and advisory assistance should be provided to all persons so displaced in accordance with the provisions of this title.
Section 201 of Title II of the Uniform Relocation Assistance and Land Acquisition Policies Act provides as follows:
The purpose of this [title] is to establish a uniform policy for the fair and equitable treatment of persons displaced as a result of Federal and federally assisted programs in order that such persons shall not suffer disproportionate injuries as a result of programs designed for the benefit of the public as a whole.
b) The number of people who have benefited from plaintiffs’ efforts — By their litigation efforts plaintiffs have conferred various benefits on numerous [100]*100people in varying degree. The most immediate impact, of course, is on those 5000 people about to be uprooted from their homes and deprived of the parks that would be “replaced” by Route 238. Obviously, these people have benefitted significantly from plaintiffs’ efforts. The 200,000 residents of Hayward, Union City, and Fremont have also derived substantial benefits, for they can be assured that the last remaining parks in southern Alameda County will not be destroyed until formal fact-findings and policy determinations have been made.
In addition, the housing and environmental problems from the construction of this highway would have had a very real impact on all the citizens of the Bay Area. The glut on an already crowded housing market, the environmental damage to parks used by Bay Area residents, the increased crowdedness of recreational facilities would all have a substantial effect on residents of the Bay Area.
Moreover, all Californians benefit from this litigation:
1) Because of the decision, the California Highway Department is now most unlikely to build federal-aid highways that might damage the environment and remove people from their houses until the plans for the highway conform with federal statutes and regulations, in other words “state therapeutics”; 2) Californians can be assured that no people in their state will suddenly be homeless, and no parks areas will be destroyed, without some attempt to conform to strict standard; 3) California citizens are assured that any environmental damage to their state resulting from the construction of this highway will be minimized; 4) The distribution of people who ufee recreational facilities will be more even, and the housing market will not be glutted by the 5000 people suddenly found homeless because of this highway.
Finally, it should be pointed out that environmental protection, housing relocation, and highway construction are nearly everyone’s business, and that almost all of society is better off when public policies in these areas have been strengthened.8
The fact that so many people have benefited in one way or another from this litigation — residents of Hayward, Union City, and Fremont, residents of the Bay Area, residents of California, the general public — is an additional factor favoring the awarding of fees.
c) The necessity, and financial burden, of private enforcement — Because of the limited resources and potentially conflicting interests within and among governmental entities, effectuation of the public policies towards environmental protection and housing relocation frequently depend on private vigilance and enforcement. In his August, 1971 “Message to Congress” President Nixon stated:
In the final analysis, the foundation on which environment progress rests in our society is a responsible and informed citizenry. My confidence that our Nation will meet its environmental problems in the years ahead is based in large measure on my faith in the continued vigilance of American public opinion and in the continued vitality of citizen efforts to protect and improve the environment.
See also Powelton Civic Home Owners Association v. HUD, 284 F.Supp. 809, 829 (E.D.Pa.1968).
Indeed, this point underlies much of the liberal trend in the “standing” requirements.9 Responsible representá-[101]*101tives of the public should be encouraged to sue, particularly where governmental entities are involved as defendants. As the amicus brief points out, only private citizens can be expected to “guard the guardians.”
However, these exhortations towards citizen participation can sound somewhat hollow against the background of the economic realities of vigorous litigation. In many “public interest” cases only injunctive relief is sought, and the average attorney or litigant must hesitate, if not shudder, at the thought of “taking on” an entity such as the California Department of Highways, with no prospect of financial compensation for the efforts and expenses rendered. The expense of litigation in such a case poses a formidable, if not insurmountable,. obstacle.10
The only public entities that might have brought suit in this case were named as defendants in this action and vigorously opposed plaintiffs’ contentions. Only a private party could have been expected to bring this litigation, and yet a private party is least able to bear the tremendous economic burdens. To force the private litigants to bear their own costs here would be tantamount to a penalty, and it seems somewhat inequitable to punish litigants who have policed those charged with implementing and following Congressional mandates. Hence, the fact that only a private party could be reasonably expected to bring this action is one additional factor supporting the awarding of attorneys’ fees in this case.
Given, then, the presence of the three factors mentioned above- — 1) the effectuation of strong public policies; 2) the fact that numerous people received benefits from plaintiffs’ litigation success; 3) the fact that only a private party could have been expected to bring this action — this Court believes that it must exercise its equitable powers and award attorneys’ fees to the plaintiffs. While we conclude as did the Fifth Circuit in Lee, 444 F.2d 147, that this is a sufficient basis upon which to award attorneys’ fees, the instant case presents even a more appealing case for the exercise of this Court’s equitable power to award fees. Unlike Lee, defendants in this motion are not private parties. Since the money will come from the state treasury the awarding of fees in the instant case will also serve the other objective of the Mills decision —matching, to the extent that the Court’s jurisdiction over the matter makes possible, the costs and the benefits of litigation.11
[102]*102The defendants argue that Congress, by its failure to provide for the awarding of fees in the statutes involved in this case, indicated an intent that fees should not be awarded. Congressional silence, however, is not a bar to the awarding of fees. See the discussion in Mills, 396 U.S. at 390, 90 S.Ct. 616. The Court possesses within its equity jurisdiction the power to award fees. See, e. g., Mills; Sprague, 307 U. S. 161, 59 S.Ct. 777, 83 L.Ed. 1184 (1939). And the equities of this particular case compel the awarding of attorneys’ fees. Plaintiffs’ motion is granted.
We cannot emphasize enough that in granting this motion, the purpose is not to saddle the losing party with the financial burden in order to punish him, rather we shift the financial burden in order to effectuate a strong Congressional policy. Accord, Mills, 396 U.S. at 396-397, 90 S.Ct. 616.
Plaintiffs also seek reimbursement for their expert witness fees. The affidavits of the expert witnesses were quite helpful to the Court, and were a crucial part of the plaintiffs’ presentation. For the reasons stated above in granting attorneys’ fees, plaintiffs’ motion to award expert witness fees is also granted.