Transpac Drilling Venture 1982-21, Asher Fensterheim, Charles L. Pincus, Thomas D. Callahan, Donald W. Dvorak, and Thomas J. Williams, Partners Other Than The Tax Matters Partner, et al. - Page 13

               Fensterheim argues that respondent's September 25th letter             
          constitutes an offer and that sometime prior to May 10, 1991, he            
          orally accepted respondent's offer.  Respondent argues that the             
          September 25th letter does not constitute an offer.  We agree               
          with respondent.                                                            
               The September 25th letter explains that, in order to process           
          the settlement, the taxpayer must complete the Form 870-L(AD),              
          sign the Form 870-L(AD), and mail the completed Form 870-L(AD) to           
          respondent at a specified address.  We conclude that the                    
          September 25th letter did not constitute an offer to Fensterheim            
          from respondent.  The September 25th letter outlines the                    
          settlement proposal and the steps necessary to complete the                 
          settlement.  In addition, the September 25th letter must be read            
          in light of the Form 870-L(AD).  The language set forth in the              
          Form 870-L(AD) reinforces the conclusion that the September 25th            
          letter does not constitute an offer from respondent.  See Estate            
          of Ray v. Commissioner, T.C. Memo. 1995-561; Gillilan v.                    
          Commissioner, T.C. Memo. 1993-366; H Graphics/Access, Ltd. v.               
          Commissioner, T.C. Memo. 1992-345; Brookstone Corp. v. United               
          States, 74 AFTR 2d 6025, 94-2 USTC par. 50,474 (S.D. Tex. 1994),            
          affd. without published opinion 58 F.3d 637 (5th Cir. 1995).                
               Assuming, arguendo, that Fensterheim received an offer from            
          respondent, Fensterheim has failed to show that he accepted the             
          alleged offer.  Fensterheim asserts that he orally accepted                 
          respondent's offer, but he sets forth no facts to support this              

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