James L. and Leta A. Thurman - Page 8

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          1368(b)(1), (c)(1); Cameron v. Commissioner, supra at 384.                  
          Section 1371 provides, for taxable years after 1982, that the               
          accumulated earnings and profits that an S corporation carries              
          over from preelection years when it was a C corporation,                    
          generally are not adjusted for the taxable years during which the           
          S corporation election is in effect.  Sec. 1371(c)(1); Cameron v.           
          Commissioner, supra.                                                        
               Section 1368 sets out the ordering rules for the tax                   
          treatment of S corporation distributions.  Section 1368(c)(1)               
          generally provides that an S corporation with earnings and                  
          profits must treat its distributions as being first out of the              
          accumulated adjustments account, tax free to the extent of the              
          shareholder's adjusted basis in the stock.3  If the amount of the           

               3Sec. 1368(c)(1) provides:                                             
                    (c) S Corporation Having Earnings and Profits.--In                
               the case of a distribution described in subsection (a)                 
               by an S corporation which has accumulated earnings and                 
               profits--                                                              
                         (1) Accumulated adjustments account.--                       
                    That portion of the distribution which does                       
                    not exceed the accumulated adjustments                            
                    account shall be treated in the manner                            
                    provided by subsection (b).                                       

               Sec. 1368(b)(1) provides:                                              

                    (b) S Corporation Having No Earnings and                          
               Profits.--In the case of a distribution described in                   
               subsection (a) by an S corporation which has no                        
                                                             (continued...)           




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