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This acquisition would be exempt pursuant to 7A(c)(4). It requires the authorization &approval of the RTC who reportedly, has title to (redacted) v/s by operation of law.

Where RTC approval is required, the acquisition seems to fall with the exemption. Seeearlier letter for detailed response.

None noted

None Noted.

Most recent regularly prepared balance sheet may be used to determine size of person &balance sheet may reflect in a footnote the proposed sale of a subsidiary thereby reducingtotal assets reflecting...

I concur

801 Formation of a partnership is not reportable since neither is asset nor voting security is being acquired. In order to equalize partnership (50%50%) one partner may receive cash contributed by...

None noted

No filing required by X as an acquiring person.

None noted

Sale of leased assets subject to lease financing exempt under 802.1 since meet five criteria insecond page of letter

This is ok RS - JD concur. - Dissolution of partnership - formation, (note 801.1(b)(1)speaks of control of partnership. This is as close as I can get to one of the rules that willapply to this letter.

3-18-91 - advised that sale/leaseback transaction described in his 2-25-91 letter, and by his 2-28-91 letter was exempt from reporting under Rule 802.63.

I concur (RS) agrees, as long as lease is not transferred, called 1/31/91.