The finite element method is used to analyze the soil structure-interaction of a protection structure built over the Holland Tunnel. The purpose of the structure is to minimize movement of the tunnel during fill placement in the Hudson River adjacent to Manhattan Island. Because of the large differences in movement expected in the riverbed soils and the protection structure system, two meshes are used to represent the problem. Continuity between the two meshes is achieved using an iterative substructure approach. A nonlinear model is used to define the response of the soil medium, all structural units are assumed to behave as linear elastic materials, and at the interface between the protection structure and soil the load development is assumed to be linear up to failure. The initial conditions in the soils around the Holland Tunnel are determined based on assumed tunnel deformation pattern. An analysis using the at-rest earth pressures only, is performed as a baseline for comparison with the finite element predictions using the iterative substructure approach. The predicted earth pressures are determined using the iterative substructure approach and are found to have almost the same effects on the protection structure and the tunnel as the at-rest case. It is concluded that the downdrag forces generated on the structure due to the settling soils have no significant effects. General displacements and bending stresses induced in the tunnel and pier by the fill loading are shown to be small. / M.S.