Estate of Ross H. Freeman, Deceased, Dennis Hersey, Executor - Page 1

                                 T.C. Memo. 1996-372                                  

                               UNITED STATES TAX COURT                                

                        ESTATE OF ROSS H. FREEMAN, DECEASED,                          
                       DENNIS HERSEY, EXECUTOR, Petitioner v.                         
                    COMMISSIONER OF INTERNAL REVENUE, Respondent                      

               Docket No. 22427-93.                 Filed August 13, 1996.            

                    R determined a deficiency in estate tax.  The sole                
               issue for decision is the fair market value on the date                
               of decedent's death of certain shares of common stock                  
               and an option to acquire additional shares of common                   
               stock that were properly includable in decedent's gross                
                    Held:  R's valuation of such shares and the option                
               is sustained, except that allowance will be made for                   
               the exercise price of the option shares.                               

               Leroy J. Neider, for petitioner.                                       
               Kimberley J. Peterson, for respondent.                                 

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