Frances L. and Gary L. Rambacher - Page 10

          promoters, or offering materials has been held an inadequate                
          defense to negligence.  Rybak v. Commissioner, 91 T.C. 524, 565             
          (1988); Freytag v. Commissioner, 89 T.C. 849, 889 (1987), affd.             
          904 F.2d 1011 (5th Cir. 1990), affd. 501 U.S. 868 (1991); Coggin            
          v. Commissioner, T.C. Memo. 1993-209, affd. 71 F.3d 855 (11th               
          Cir. 1996); Klieger v. Commissioner, T.C. Memo. 1992-734.  In               
          addition, a thorough review of the materials indicates that the             
          cash-flow analyses were incomplete and could not be relied on as            
          projections of income or loss or profitability of the                       
          partnerships.  Furthermore, the offering materials contained                
          numerous warnings and risks.  Petitioner testified that he                  
          thought the tax opinion letters were conservative, but he gave no           
          explanation for his conclusion.  We think that the cautionary               
          statements in the materials would have alerted a reasonable                 
          investor that the projected cash-flow, deductions, and credits of           
          the partnership were questionable.  See Estate of Hogard v.                 
          Commissioner, T.C. Memo. 1997-174.                                          
               Petitioner testified that he talked with Bob Gold, a general           
          partner in one of the Barrister entities; however, petitioner               
          could not recall the content of the conversations.  Most, if not            
          all of the conversations, occurred subsequent to petitioners'               
          investment in the Barrister partnerships and apparently concerned           
          the administrative proceedings at the partnership level.  Thus,             
          it does not appear that such action was aimed at monitoring                 

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