Mel T. Nelson - Page 13

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          income of an S corporation under section 108(a)--at the corporate           
          level.                                                                      
               Having construed the literal language of the statute, we               
          find our construction of the statute confirmed by a proper view             
          of the statute in the overall statutory scheme.  King v. St.                
          Vincent's Hosp., 502 U.S. 215, 221 (1991); Norfolk S. Corp. v.              
          Commissioner, 104 T.C. 13, 40, supplemented by 104 T.C. 417                 
          (1995).  In that regard, petitioner's argument is undermined by             
          section 1366(b) which provides that the character of any item               
          included under section 1366(a)(1)(A) is determined "as if such              
          item were realized directly from the source from which realized             
          by the corporation, or incurred in the same manner as incurred by           
          the corporation."  Consequently, we construe section                        
          1366(a)(1)(A) in combination with section 108(d)(7)(A) to                   
          preclude excluded COD income from recognition at the shareholder            
          level.  Thus, since excludable COD income of an insolvent S                 
          corporation does not pass through to the shareholders under                 
          section 1366(a)(1)(A), it, therefore, cannot increase the basis             
          of their stock under section 1367(a)(1)(A).                                 
               Moreover, we note that section 108(d)(6) provides that, in             
          the case of a partnership, the COD income exclusion will be                 
          applied at the partner level.  Stated in a different manner, COD            
          income realized by the partnership may result in different                  
          outcomes depending upon the financial position of each partner;             





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