- 31 -                                         
               Fuller concluded that a prudent investor would select the              
          private placement alternative and that, under that analysis, the            
          FOH shares should be valued at $5.8969 per share, a blockage                
          discount of 15 percent.  Accordingly, each block of 2,460,580               
          shares of FOH would be valued at $14,509,794.                               
               Fuller relied almost exclusively on the private placement              
          analysis that hinged on a single study.  In so doing, he rejected           
          an entire body of restricted stock studies covering an extensive            
          time span.  Fuller applied a 13.5-percent discount to the market            
          price of freely tradeable stock sold on the public market.  The             
          study on which he relied, however, found that the discount for              
          restricted stock, when compared with freely tradeable stock sold            
          in a public market, averaged 42 percent of the market price.                
               Petitioner points to the subsequent sales of FOH shares by             
          the trusts, arguing that, although fair market value is                     
          determined as of the date of death, consideration is given to               
          comparable sales occurring subsequent to the valuation date for             
          purposes of determining fair market value.  Estate of Jung v.               
          Commissioner, 101 T.C. 412, 431 (1993).  Petitioner concludes               
          that, because the sales by the trusts were consistent with the              
          valuations by Kimball and Cotler, the sales corroborate the value           
          claimed by petitioner and are substantial evidence of the fair              
          market value of the FOH stock on the valuation date.                        
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