- 35 -                                         
               B.   SCNB Bank Loan to SPC-SC                                          
               We next consider whether, due to Mr. Spencer's guaranty of             
          the bank loan made by SCNB directly to SPC-SC, he had any basis             
          in the bank loan, within the meaning of section 1366(d), that               
          would allow him to take into account his pro rata share of SPC-             
          SC's losses in determining his taxable income.                              
               This court has held that mere shareholder guaranties of S              
          corporation indebtedness generally fail to satisfy the                      
          requirements of section 1366(d)(1)(B) (i.e., economic outlay plus           
          a direct indebtedness between the corporation and its                       
          shareholders).  Estate of Leavitt v. Commissioner, 90 T.C. 206              
          (1988), affd. 875 F.2d 420, 422 (4th Cir. 1989); Raynor v.                  
          Commissioner, 50 T.C. 762, 770-771 (1968); Brown v. Commissioner,           
          T.C. Memo. 1981-608, affd. 706 F.2d 755 (6th Cir. 1983).  No form           
          of indirect borrowing, including a guaranty, gives rise to                  
          indebtedness from the corporation to the shareholders for such              
          purpose until and unless the shareholders pay part or all of the            
          obligation.  Raynor v. Commissioner, supra at 770-771; see also             
          Perry v. Commissioner, 47 T.C. 159, 164 (1966), affd. 392 F.2d              
          458 (8th Cir. 1968) (there is nothing in the statutory wording,             
          nor the regulations, nor the committee reports which warrants an            
          inference that a shareholder's contract of guaranty with                    
          corporate creditors is tantamount to an indebtedness of the                 
          corporation to the shareholder).  Prior to that crucial act,                
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