RIVES, Circuit Judge.
These are appeals from three judgments rejecting the findings and report of a commission appointed under Rule [199]*19971A(h),1 and determining, by the district court itself, the compensation owed by the United States to the Twin City Power Company of Georgia for 2908.35 acres of land located in Lincoln County, Georgia and condemned for the construction of the Clark Hill Reservoir on the Savannah River in South Carolina and Georgia.
The district courts in South Carolina and in Georgia appointed the same commissioners. Pursuant to an opinion by Judge Wyche of the South Carolina District Court reported in United States v. 1532.63 Acres of Land, 1949, 86 F.Supp. 467, each district court originally ruled that the commission could value the lands for hydro-electric power development. The commission found that the highest and most profitable use for which the property was adaptable was that of a reservoir site for dams on the Savannah River, and that for such use the value of the lands in Georgia was $785,132.26. Each district court adopted the report of the commission as to the value of the lands in that State. See the opinion of Judge Wyche reported in United States v. 3,928.09 Acres of Land, D.C.1953, 114 F.Supp. 719. The Fourth Circuit affirmed, United States v. Twin City Power Co., 1954, 215 F.2d 592, as did this Court, 1955, 221 F.2d 299. The Supreme Court reversed on the ground that the United States did not have to pay the value of the lands for a reservoir site on a navigable river. United States v. Twin City Power Co., 1956, 350 U.S. 222, 76 S.Ct. 259, 100 L.Ed. 240; Id., 350 U.S. 956, 76 S.Ct. 346, 100 L.Ed. 832, rehearing denied 350 U.S. 1009, 76 S.Ct. 648, 100 L.Ed. 871.
At the request of counsel for the parties, the commission had made alternative findings of fact, and had determined an agricultural and wild forest valuation of the lands in Georgia to be $90,548.25, only about 11.7% of their value for power purposes. The district court had originally declined to pass upon that alternative valuation. On remand after the Supreme Court decision, the district court held that the commission’s alternative findings based on agricultural and forest values were clearly erroneous, made its own findings, and entered judgments accordingly for a total of $222,-710.95, more than twice the value for such uses as determined by the commission.[200]*2002 The South Carolina District Court likewise held the commission’s findings clearly erroneous and made its own findings. Its judgment has been [201]*201affirmed in an opinion by Chief Judge Parker of the Fourth Circuit in which that Court held:
“We review the District Judge, not the commissioners; and under Rule 52(a) we may not set aside his findings unless they are clearly erroneous. When he has set aside the findings of a master or commissioners, we must give consideration to the fact that they saw and heard the witnesses and that he did not, and we must pass upon his findings with this in mind; but, unless we can then say that his findings are clearly erroneous when viewed in this light, we must accept them. In the case before us, we cannot say that the findings of the judge were clearly erroneous. On the contrary, we think that he has demonstrated that they rest upon a reasonable basis and that his overruling of the report of the commissioners and adopting a valuation different from theirs should be sustained.” United States v. Twin City Power Co., 1957, 248 F.2d 108, 112.
The Government insists that the question for this Court is whether the findings of the commission are clearly erroneous, and that “the Fourth Circuit has placed itself in direct conflict with established law in this respect.”
[202]*202In support of its insistence, the Government cites the following cases: Morris Plan Industrial Bank v. Henderson, 2 Cir., 1942, 131 F.2d 975, 976-977; National Labor Relations Board v. Remington Rand, Inc., 2 Cir., 1942, 130 F.2d 919, 925; Krinsley v. United Artists Corp., 7 Cir., 1955, 225 F.2d 579, 582. To that list many other persuasive decisions might be added. Judge Parker had himself in an earlier case, Mutual Savings & Loan Association v. McCants, 4 Cir., 1950, 183 F.2d 423, 426, 427, taken note of the conflict of authority on the question. In Phillips v. Baker, 5 Cir., 1948, 165 F.2d 578, 581, Chief Judge Hutche-son had said for this Court:
“Before proceeding to deal with the separate classes of appeals, a word or two of general application will be in order. The first and most important is that in dealing with the questions presented for our decision, we are not dealing with the ordinary situation of an appeal from findings of fact of a district judge which, under Rule 52(a), Federal Rules of Civil Procedure, 28 U.S. C.A. following section 723c, ‘shall not be set aside unless clearly erroneous’. We are, on the contrary, dealing with findings made by the district judge, adverse to those of the referee, in respect to matters primarily remitted for decision to the referee and as to which it is provided 6 that ‘the judge shall accept his findings of fact unless clearly erroneous’. Under that rule ‘we have the same duty as the district court to accept the referee’s findings, unless they are clearly erroneous’.7 Under that rule, we, of course, take into consideration the fact that the district judge has refused to accept the referee’s findings. But we do so not in determining whether the district judge’s findings are clearly erroneous for that is not the matter before us. We do it in determining whether the referee’s findings are, and we do this with the clearest recognition that the duty to determine whether the referee’s findings ‘must be accepted’ and whether the district judge has erred in not accepting them is not the district judge’s but ours.
“ 6. General Order of Bankruptcy 47, 11 U.S.C.A. following section 53.
“ 7. Mergenthaler v. Dailey, 2 Cir., 136 F.2d 182, 184.”
Finally, the Supreme Court in Anderson v. Mt. Clemens Pottery Co., 1946, 328 U.S. 680, 689, 66 S.Ct. 1187, 1193, 90 L. Ed. 1515, had said:
“ * * * Our examination of the record leads us to acquiesce in these findings since they are supported by substantial evidence and are not clearly erroneous. And the court below correctly held that the District Court erred in failing to accept these findings and in creating a formula of compensation based upon a contrary view. Rule 53(e) (2) of the Federal Rules of Civil Procedure. * * * See Tilghman v. Proctor, 125 U.S. 136, 149-150 [8 S.Ct. 894, 31 L.Ed. 664]; Davis v. Schwartz, 155 U.S. 631, 636-637, [15 S.Ct.
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RIVES, Circuit Judge.
These are appeals from three judgments rejecting the findings and report of a commission appointed under Rule [199]*19971A(h),1 and determining, by the district court itself, the compensation owed by the United States to the Twin City Power Company of Georgia for 2908.35 acres of land located in Lincoln County, Georgia and condemned for the construction of the Clark Hill Reservoir on the Savannah River in South Carolina and Georgia.
The district courts in South Carolina and in Georgia appointed the same commissioners. Pursuant to an opinion by Judge Wyche of the South Carolina District Court reported in United States v. 1532.63 Acres of Land, 1949, 86 F.Supp. 467, each district court originally ruled that the commission could value the lands for hydro-electric power development. The commission found that the highest and most profitable use for which the property was adaptable was that of a reservoir site for dams on the Savannah River, and that for such use the value of the lands in Georgia was $785,132.26. Each district court adopted the report of the commission as to the value of the lands in that State. See the opinion of Judge Wyche reported in United States v. 3,928.09 Acres of Land, D.C.1953, 114 F.Supp. 719. The Fourth Circuit affirmed, United States v. Twin City Power Co., 1954, 215 F.2d 592, as did this Court, 1955, 221 F.2d 299. The Supreme Court reversed on the ground that the United States did not have to pay the value of the lands for a reservoir site on a navigable river. United States v. Twin City Power Co., 1956, 350 U.S. 222, 76 S.Ct. 259, 100 L.Ed. 240; Id., 350 U.S. 956, 76 S.Ct. 346, 100 L.Ed. 832, rehearing denied 350 U.S. 1009, 76 S.Ct. 648, 100 L.Ed. 871.
At the request of counsel for the parties, the commission had made alternative findings of fact, and had determined an agricultural and wild forest valuation of the lands in Georgia to be $90,548.25, only about 11.7% of their value for power purposes. The district court had originally declined to pass upon that alternative valuation. On remand after the Supreme Court decision, the district court held that the commission’s alternative findings based on agricultural and forest values were clearly erroneous, made its own findings, and entered judgments accordingly for a total of $222,-710.95, more than twice the value for such uses as determined by the commission.[200]*2002 The South Carolina District Court likewise held the commission’s findings clearly erroneous and made its own findings. Its judgment has been [201]*201affirmed in an opinion by Chief Judge Parker of the Fourth Circuit in which that Court held:
“We review the District Judge, not the commissioners; and under Rule 52(a) we may not set aside his findings unless they are clearly erroneous. When he has set aside the findings of a master or commissioners, we must give consideration to the fact that they saw and heard the witnesses and that he did not, and we must pass upon his findings with this in mind; but, unless we can then say that his findings are clearly erroneous when viewed in this light, we must accept them. In the case before us, we cannot say that the findings of the judge were clearly erroneous. On the contrary, we think that he has demonstrated that they rest upon a reasonable basis and that his overruling of the report of the commissioners and adopting a valuation different from theirs should be sustained.” United States v. Twin City Power Co., 1957, 248 F.2d 108, 112.
The Government insists that the question for this Court is whether the findings of the commission are clearly erroneous, and that “the Fourth Circuit has placed itself in direct conflict with established law in this respect.”
[202]*202In support of its insistence, the Government cites the following cases: Morris Plan Industrial Bank v. Henderson, 2 Cir., 1942, 131 F.2d 975, 976-977; National Labor Relations Board v. Remington Rand, Inc., 2 Cir., 1942, 130 F.2d 919, 925; Krinsley v. United Artists Corp., 7 Cir., 1955, 225 F.2d 579, 582. To that list many other persuasive decisions might be added. Judge Parker had himself in an earlier case, Mutual Savings & Loan Association v. McCants, 4 Cir., 1950, 183 F.2d 423, 426, 427, taken note of the conflict of authority on the question. In Phillips v. Baker, 5 Cir., 1948, 165 F.2d 578, 581, Chief Judge Hutche-son had said for this Court:
“Before proceeding to deal with the separate classes of appeals, a word or two of general application will be in order. The first and most important is that in dealing with the questions presented for our decision, we are not dealing with the ordinary situation of an appeal from findings of fact of a district judge which, under Rule 52(a), Federal Rules of Civil Procedure, 28 U.S. C.A. following section 723c, ‘shall not be set aside unless clearly erroneous’. We are, on the contrary, dealing with findings made by the district judge, adverse to those of the referee, in respect to matters primarily remitted for decision to the referee and as to which it is provided 6 that ‘the judge shall accept his findings of fact unless clearly erroneous’. Under that rule ‘we have the same duty as the district court to accept the referee’s findings, unless they are clearly erroneous’.7 Under that rule, we, of course, take into consideration the fact that the district judge has refused to accept the referee’s findings. But we do so not in determining whether the district judge’s findings are clearly erroneous for that is not the matter before us. We do it in determining whether the referee’s findings are, and we do this with the clearest recognition that the duty to determine whether the referee’s findings ‘must be accepted’ and whether the district judge has erred in not accepting them is not the district judge’s but ours.
“ 6. General Order of Bankruptcy 47, 11 U.S.C.A. following section 53.
“ 7. Mergenthaler v. Dailey, 2 Cir., 136 F.2d 182, 184.”
Finally, the Supreme Court in Anderson v. Mt. Clemens Pottery Co., 1946, 328 U.S. 680, 689, 66 S.Ct. 1187, 1193, 90 L. Ed. 1515, had said:
“ * * * Our examination of the record leads us to acquiesce in these findings since they are supported by substantial evidence and are not clearly erroneous. And the court below correctly held that the District Court erred in failing to accept these findings and in creating a formula of compensation based upon a contrary view. Rule 53(e) (2) of the Federal Rules of Civil Procedure. * * * See Tilghman v. Proctor, 125 U.S. 136, 149-150 [8 S.Ct. 894, 31 L.Ed. 664]; Davis v. Schwartz, 155 U.S. 631, 636-637, [15 S.Ct. 237, 239, 39 L.Ed. 289].”
The holdings of the Supreme Court in Anderson v. Mt. Clemens Pottery Co., supra, and of this Court in Phillips v. Baker, supra, are each fully sustained by the unquestioned requirement of the several rules (see footnote 1, supra, and the rule in bankruptcy referred to by Judge Hutcheson in Phillips v. Baker, supra) designed to govern the conduct of the trial court.3 All of the authorities agree that if the trial court has failed to observe that requirement its judgment cannot be sustained on appeal.4
[203]*203The really difficult problem arises when the district court, presumably cognizant of the “unless clearly erroneous” requirement of Rule 53(e) (2),5 has rejected some or all of the commission’s or the master’s findings of fact, and in turn Rule 52(a) commands the appellate court not to set aside the district court’s findings of fact “unless clearly erroneous.” See 5 Moore’s Federal Practice, 2d ed., Paragraph 53.12[4], p. 2987.
It must be remembered that the “clearly erroneous” burden, both under Rule 53(e) (2),6 and Rule 52(a),7 is not a single definite and certain burden, but varies in accordance with the differing opportunities and presumably different capacities of the several tribunals. Among other considerations, for example, that burden is especially strong when the eonknission has viewed and inspected the properties, or when credibility is questioned and the commission has had the opportunity to see and hear the witnesses, and is lighter when inferences for and deductions from opinion evidence may be drawn as well by the district court as by the commission, and still lighter when the appellate court in turn reviews the inferences drawn by the district court from the written transcript of evidence, though the “clearly erroneous” rule is still applicable. — See Galena Oaks Corporation v. Scofield, 5 Cir., 1954, 218 F.2d 217, 219.
There appears to be some similarity between the situation presented when the Supreme Court reviews a decision of a court of appeals denying enforcement to the order of an administrative tribunal 8 and that presented when a court of appeals reviews a judgment of a district court setting aside the report or findings of a master, referee, or commission. The governing rules are not, however, precisely the same, and the analogy must be applied with caution.
The decisions of the state courts are similarly in conflict as to the scope or rule of appellate review when the trial court and the master or referee do not agree. 5 C.J.S. Appeal and Error § 1670. Much of that conflict can probably be explained by the differing statutes or rules in force in the several states.
Indeed, the elaborate discussion in which we have indulged would seem to be quite unnecessary when it is observed that Rule 52(a) specifically provides for the application of the clearly erroneous rule to the findings of a master. That Rule, after stating that the district court’s findings of fact are not to be set aside “unless clearly erroneous”, goes on to state: “the findings of a master, to the extent that the court adopts them, shall be considered as the findings of the court.” Under the inclusio unius, ex-clusio alterius rule of construction, it would seem to be implied, or to follow, that the findings of a master, to the extent that the court rejects them, sere not within the protection of the clearly erroneous rule.
We conclude, then, that the questions on appeal are: (1) whether the district court applied the proper standard in considering the findings; (2) whether it erred in rejecting the findings of the commission as clearly erroneous; and (3) whether, in turn, the findings made by the district court are clearly erroneous.
Whatever gloss may be given to the formulas, our careful study of the evidence has led us to a like conclusion to [204]*204that reached by the Fourth Circuit. The district court professedly, and we think actually, applied the proper standard to the commission’s findings. We cannot say that the district court erred in rejecting the commission’s findings as clearly erroneous, or that the findings of the district court are themselves clearly erroneous.
The commission was composed of a real estate operator of Augusta, Georgia, a banker of Greenwood, South Carolina, and an attorney of Columbia, South Carolina. There is no report of any personal inspection of the properties by the commission. After taking the testimony of a number of witnesses, the commission took the valuation of G. E. Ward for the Georgia lands, the timber valuation of Clark D. Honnold, and “added a value of Five ($5.00) Dollars per acre to these lands by reason of their having been collected and assembled into one unified ownership.”
In rejecting the commission’s findings under the clearly erroneous standard and making its own, the district court carefully considered and analyzed the testimony. (See footnote 2, supra.) Our study of the record convinces us that there is ample support for the views of the district court.
The Government insists that a mistake such as to warrant holding a finding clearly erroneous must be something more than merely a matter of credibility or of the weight to be accorded the testimony of witnesses. There was no claim or suggestion that any of the witnesses intentionally testified untruthfully. Apparently each gave his honest opinion. The weight to be accorded that opinion depended upon such things as the previous experience of the witness, the thoroughness of his inspection and study of the properties, and the reasons supporting his valuations. In passing upon such matters, the district court was in virtually as good position as were the members of the commission.
Nor do we think that the district judge was subject to criticism for referring to the opinion he had formed of some of the witnesses from their testimony before him in similar cases. See Footnote 2, supra. Certainly, such knowledge of the witnesses would not disqualify the judge. It was natural, if not inevitable, in passing on the witness’s testimony, that the judge should consider his own estimate of the worth of that witness’s opinion, and for him frankly so to state was simple mental honesty. In each instance, the judge’s personal opinion was supported also by the record in the present case. The judge’s findings were not, we think, controlled by his prior knowledge and experience, and the minor extent to which they were so influenced was simply unavoidable.
The Government makes some suggestion that, under the principle developed in another recent decision of the Fourth Circuit, United States v. Cunningham, 1957, 246 F.2d 330, 331, the remedy for an incomplete consideration by the commission is resubmission to it, not the making by the court of its own findings. The issue was a simple one of valuation. There are no claims that the commission erred in ruling on the admissibility of testimony, or committed any other error of law. The commission reported its views on valuation, and it would be futile for the court simply to direct the commission to reconsider its findings. Under the circumstances of this case, we think that the court followed the better practice in proceeding, as we understand to be authorized by Rule 53(e) (2), Federal Rules of Civil Procedure. See also 30 C.J.S. Equity § 560. As Chief Judge Clark of the Second Circuit said in United States v. Bobinski, 1957, 244 F.2d 299, 302:
“ * * * Of course it was not necessary for the district judge to send the case to a commission once again, and he was completely justified in concluding the protracted litigation with findings of his own. United States v. 44.00 Acres of Land, supra, 2 Cir., 234 F.2d 410, certiorari denied Odenbach v. United States, 352 U.S. 916, 77 S.Ct. 215,1 L.Ed.2d 123.”
[205]*205The Government argues that due process requires the reversal of the judgment entered by the district court. This case is very different from Smith v. Dental Products Co., 7 Cir., 1948, 168 F.2d 516, where the master died after the testimony had closed but before he made a report. Here the commission reported, the testimony was all duly introduced and considered by the district court in line with the historic power of an equity court to accept, reject or modify the findings of a master. See Camden v. Stuart, 1892, 144 U.S. 104, 118, 12 S.Ct. 585, 36 L.Ed. 363, and eases cited; 30 C.J.S. Equity § 560; Rule 53(e) (2), Federal Rules of Civil Procedure. No case, so far as we know, has held that practice to be lacking in due process simply because the district court had not seen and heard the witnesses.
The quotations in footnote 2, supra, have been taken from the district court’s order entered on November 2, 1956. On December 31, 1956, Twin City Power Company of Georgia filed its notice of appeal from that order. That order had concluded with the following paragraph:
“It Is Therefore Ordered that judgments be entered in Civil Actions 432, 521 and 537 in the amount of the awards set out above, together with interest from the date of taking in the respective actions and subject to credit for the amounts paid in by the United States on the dates on which these payments were made to the Clerk of this Court. Let the District Attorney, after consultation with counsel for the landowners, submit appropriate judgments to the Court.”
Formal judgments were entered in each of the three cases on January 15, 1957. Twin City filed no further notice of appeal.
The Government insists that Twin City’s appeal is without foundation both for lack of jurisdiction and for lack of merit. The lack of merit is so clear that we forego deciding the jurisdictional question.9
Twin City has not specified error with respect to its flowage rights nor has it advanced in this Court the argument in support of such rights which it successfully asserted before the Fourth Circuit, possibly, we may surmise, because only 32 of the so-called “flowage acres” are situated in Georgia. Under our Fifth Circuit Rule 24, 2(b), 28 U.S.C.A., errors not specified will ordinarily be disregarded.
The only error claimed and argued on Twin City’s appeal is that the five-to-four decisions of the United States Supreme Court in United States v. Twin City Power Co., 350 U.S. 222, 76 S.Ct. 259, 100 L.Ed. 240, and United States v. Twin City Power Co., of Georgia 350 U.S. 956, 76 S.Ct. 346, 100 L.Ed. 832, are unsound. Those decisions are, of course, binding upon this Court.
Finding no reversible error in the record, the judgments are
Affirmed.