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1/23/95-Advised writer that, based on the facts presented in this letter, the formation of the subject LLC is a non-reportable event not covered by the requirements of 801.40. RBSmith

1/20/95-Called writer and advisee that a bona fide reduction in value of partnerships assets to reflect their value on 12/31/94, as part of the consolidation of a now controlled entity , is not...

1/19/95 [sic] - Advised writer that the PMN Office permits the exclusion of unimproved real property and residential real estate subdivisions from the size-of-transaction in an asset deal pursuant to...

1/17/95-Called writer and advised that it was the view of the PMN Office that the fact situation presented here did not create circumstances which are inconsistent with Ss claiming a solely for...

None noted

Facts of this letter indicate B is passive investor who wished to acquire extremely small % of voting stock. This status is not lost due to being a co-partner with parent of issuer.

None noted. [note 1-Chart/Outline -Exhibit A]