- 32 -                                                   
            appraised value of Western National Bank by 2 percent.  Using the                             
            discounts they chose, the fair market value of Kosman Inc.'s 10-                              
            percent ownership interest in Western National Bank is about                                  
            $144,000.                                                                                     
                  Petitioner's expert assumed that the merger agreement ratio                             
            was accurate and that his estimate of the value of Scottsbluff                                
            National Corp. stock was correct.  We believe that the merger                                 
            ratio generally reflects fair market value.  However, as                                      
            discussed above, we have found that his estimate of the value of                              
            Scottsbluff National Corp. is slightly low.  We conclude that the                             
            fair market value of Kosman, Inc.’s shares of Western National                                
            Bank on March 31, 1987, was $144,000 or $72 per share.                                        
                  We give petitioner’s expert’s estimate of value on                                      
            September 30, 1986, less weight because petitioner’s expert used                              
            the $46 amount in Professor Joy’s letter out of context, without                              
            using any of Professor Joy's other conclusions.  Professor Joy’s                              
            letter was a single page of conclusions with no analysis.                                     
            Petitioner did not use Professor Joy’s value of Western National                              
            Bank stock on March 31, 1987.  We believe petitioner's expert's                               
            estimate is too low.                                                                          
                  Respondent’s experts concluded that there was no significant                            
            change in conditions from September 30, 1986, to March 31, 1987,                              
            that affected the value of Western National Bank stock.  We                                   
            disagree.  In October 1986, the board of directors of Scottsbluff                             
            National Corp. approved a plan to acquire Western National Bank                               
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