Amdahl Corporation and Consolidated Subsidiaries - Page 20

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          into the contracts.  Title passed to the RSC only if a third                
          party did not purchase the residence within that year.  Thus, the           
          RSC did obtain the present right to acquire title to the                    
          residences.  We find that the parties treated the transactions as           
          resulting in possible future sales of the residences to the RSC             
          and not as completed, present sales.                                        
               The contracts of sale did not require the RSC to pay the               
          full purchase price of the residences.  Under the terms of the              
          contracts of sale, the purchase price of a residence was its                
          appraised value.  The RSC was not obligated to pay the full                 
          purchase price and only paid the employees their equity in the              
          residences, which was defined as the appraised value less unpaid            
          mortgages, real property taxes, and other expenses associated               
          with the residences.  Neither petitioner nor the RSC assumed                
          personal liability for the mortgages on the residences.  Rather,            
          the RSC agreed to make mortgage payments and pay other costs of             
          ownership from the vacate date until a third-party sale occurred.           
          Petitioner reimbursed the RSC for these costs.                              
               Respondent contends that the equity payments were sufficient           
          to give petitioner an equity interest in the residences.  We                
          disagree.  The equity payment did not give petitioner the                   
          opportunity to benefit as the owner of the residences through               
          appreciation in the residences' value.  Relocating employees                
          received the appreciation in the residences' value realized from            
          the third-party sales.  Generally, the RSC paid the employees               

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