WSB Liquidating Corporation - Page 2

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          Unless otherwise noted, all section references are to the                   
          Internal Revenue Code in effect for the years in issue, and all             
          Rule references are to the Tax Court Rules of Practice and                  
               Petitioner is a dissolved Delaware corporation engaged in              
          wrapping up its business affairs.  Petitioner was originally                
          named Walter S. Bandurski, Inc.  In 1997 Walter S. Bandurski,               
          Inc., sold substantially all of its assets and changed its name             
          to WSB Liquidating Corp.  WSB Liquidating Corp. was liquidated              
          and dissolved in 1998.  Delaware law requires a dissolved                   
          corporation to be continued as a corporate body for at least 3              
          years from the date of dissolution, for the purpose of                      
          prosecuting and defending suits and engaging in other activities            
          to wrap up its affairs.  See Del. Code Ann. tit. 8, sec. 278                
          (1991).  The notice of deficiency in the instant case was issued,           
          and the petition was filed, in 1999, within 3 years of                      
          dissolution, giving us jurisdiction.  See Bared & Cobo Co., Inc.            
          v. Commissioner, 77 T.C. 1194 (1981).  Hereinafter, references to           
          petitioner are to WSB Liquidating Corp. or Walter S. Bandurski,             
               Following concessions by respondent, we must decide the                
          following:  (1) Whether petitioner may deduct certain payments              
          made to Barbara Bandurski (Barbara) in 1993, 1994, and 1995 after           
          she had stopped working for petitioner.  We hold that it may not.           

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