- 37 -                                         
          with petitioners when they draw factual distinctions between the            
          two cases sufficient to warrant contrary results.  The facts that           
          ACC is not a securities dealer, that the installment contracts              
          are not securities, and that none of the installment contracts              
          expenditures are commissions are, in our minds, merely                      
          distinctions without a difference.  Compare Woodward v.                     
          Commissioner, 397 U.S. at 575, 577-578, wherein the Court stated:           
               The Court recognized [in Helvering v. Winmill, supra,]                 
               that brokers’ commissions are ‘part of the                             
               (acquisition) cost of the securities,’ Helvering v.                    
               Winmill, supra, 305 U.S. at 84, 59 S.Ct. at 47, and                    
               relied on the Treasury regulation, which had been                      
               approved by statutory re-enactment, to deny deductions                 
               for such commissions even to a taxpayer for whom they                  
               were a regular and recurring expense in his business of                
               buying and selling securities.                                         
                         *    *    *    *    *    *    *                              
               in this case there can be no doubt that legal,                         
               accounting, and appraisal costs incurred by taxpayers                  
               in negotiating a purchase of the minority stock would                  
               have been capital expenditures.  See                                   
               Atzingen-Whitehouse Dairy, Inc. v. Commissioner, 36                    
               T.C. 173 (1961).  Under whatever test might be applied,                
               such expenses would have clearly been ‘part of the                     
               acquisition cost’ of the stock.  Helvering v. Winmill,                 
               supra. * * *                                                           
          Accord Commissioner v. Wiesler, 161 F.2d at 999 (“the Winmill               
          case * * * follow[s] the well settled rule that expenditures                
          incurred as an incident to the acquisition * * * of property are            
          not ordinary and necessary business expenses, but are capital               
               20(...continued)                                                       
          required to capitalize the regular and recurring costs incurred             
          in acquiring securities).                                                   
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