St. Charles Investment Co., Burton C. Boothby, Tax Matters Person - Page 20

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          arguing that section 469(b) allows those PAL's disallowed under             
          section 469(a) to be used in subsequent years and that, if                  
          section 1371(b)(1) disallows the PAL's, section 469 does not                
          apply because there is no other basis for allowing their                    
          subsequent use.  Respondent argues that since St. Charles is the            
          same taxpayer, albeit subject to a different taxing regime,                 
          section 1371(b)(1) merely prevents it from using the PAL's during           
          the "new regime" but does not preclude their preservation for use           
          by St. Charles when that "new regime" ends and St. Charles                  
          becomes a taxpayer subject to section 469, as a closely held C              
          corporation.7                                                               
               We think petitioner's position as to the dire consequence of           
          applying section 1371(b) is unfounded in that it ignores the                
          pattern reflected by section 1371(b) in its entirety, which                 
          provides:                                                                   
                    (b)  No Carryover Between C Year and S Year.--                    
                         (1)  From C year to S year.--No carryforward,                
                    and no carryback, arising for a taxable year for                  
                    which a corporation is a C corporation may be                     
                    carried to a taxable year for which such                          
                    corporation is an S corporation.                                  
                         (2)  No carryover from S year.--No                           
                    carryforward, and no carryback, shall arise at the                
                    corporate level for a taxable year for which a                    
                    corporation is an S corporation.                                  
                         (3)  Treatment of S year as elapsed year.--                  
                    Nothing in paragraphs (1) and (2) shall prevent                   
                    treating a taxable year for which a corporation is                
                    an S corporation as a taxable year for purposes of                
                    determining the number of taxable years to which                  
                    an item may be carried back or carried forward.                   

               7  Although not a fact involved in our analysis, we note               
          that St. Charles reverted to C corporation status in 1995.                  



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