                      T.C. Memo. 1998-456



                    UNITED STATES TAX COURT



            ESTATE OF MARGUERITE S. MILLIKIN, DECEASED,
     QUENTIN ALEXANDER, EXECUTOR, AND SEVERANCE A. MILLIKIN
        TRUST B, SOCIETY NATIONAL BANK, F.K.A. AMERITRUST
         COMPANY, TRUSTEE, Petitioners v. COMMISSIONER OF
                   INTERNAL REVENUE, Respondent*



    Docket No. 9928-93.                  Filed December 29, 1998.



    Robert E. Glaser, for petitioners.

    Dennis G. Driscoll, for respondent.




    *
       This case is before the Court on remand from the U.S.
Court of Appeals for the Sixth Circuit. Estate of Millikin v.
Commissioner, 125 F.3d 339 (6th Cir. 1997) (en banc), vacating
106 F.3d 1263 (6th Cir. 1997); revg. and remanding T.C. Memo.
1995-288; and overruling Estate of Park v. Commissioner, 475 F.2d
673 (6th Cir. 1973), revg. 57 T.C. 705 (1972), on which we relied
in Millikin v. Commissioner, supra.
                                - 2 -


         SUPPLEMENTAL MEMORANDUM FINDINGS OF FACT AND OPINION


     COLVIN, Judge:    Respondent determined that the Estate of

Marguerite S. Millikin (the estate) has an estate tax deficiency

of $682,367 and that the Severance A. Millikin Trust B (Trust B)

is liable for a generation-skipping transfer tax of $67,529.      As

then required by Estate of Park v. Commissioner, supra, we

applied Ohio law to decide whether petitioners1 could deduct

expenses for Federal estate tax purposes.      Estate of Millikin v.

Commissioner, T.C. Memo. 1995-288.      We held that the estate could

deduct costs until March 16, 1990, to maintain Ripplestone, a

150-acre estate that had been decedent's home, but that it could

not deduct costs to maintain or sell Ripplestone after March 16,

1990.

     The estate and Trust B appealed.     The Court of Appeals for

the Sixth Circuit overruled its opinion in Estate of Park v.

Commissioner, supra, and held that the estate must satisfy both

the Secretary's estate tax regulations and Ohio law to deduct

costs of maintaining and selling Ripplestone.      Estate of Millikin

v. Commissioner, 125 F.3d at 344-346.     The Court of Appeals for

the Sixth Circuit did not decide whether the expenses to keep and

sell Ripplestone after March 16, 1990, were necessary


     1
       References to petitioners are to the estate and its
executor and to Trust B and its trustee. References to decedent
are to Marguerite S. Millikin.
                                - 3 -


administration expenses, how much Trust B distributed to Trust C,

or whether the trust agreement required Trust B to distribute

those amounts.    Id. at 345.

     On remand, the issue for decision is whether it was

necessary for Trust B to hold Ripplestone after March 16, 1990,

to ensure that it could pay decedent's estate tax.    We hold that

it was not.    Thus, the expenses to maintain and sell Ripplestone

after March 16, 1990, were not necessary administration expenses.

We conclude that the estate may not deduct expenses to maintain

and sell Ripplestone after March 16, 1990.

     The parties filed briefs and supplemental stipulations of

fact after the Court of Appeals for the Sixth Circuit remanded

this case.    Petitioners asked for oral argument if we are

inclined to disallow the claimed deductions.    We conclude that

oral argument is not necessary to decide the issue before us.

     Unless otherwise noted, section references are to the

Internal Revenue Code in effect during the time relevant to this

case.   Rule references are to the Tax Court Rules of Practice and

Procedure.

                        I.   FINDINGS OF FACT

     We incorporate by reference our findings of fact in Estate

of Millikin v. Commissioner, T.C. Memo. 1995-288, except for

those which the parties agree should be modified.    Some

additional facts have been stipulated and are so found.
                                 - 4 -


A.   Petitioners

     Decedent lived in Ohio when she died on June 18, 1989.     She

was the surviving spouse of Severance A. Millikin, who died in

1985.     On November 19, 1987, decedent executed her will, in which

she left the residue of her estate to her inter vivos trust.

Quentin Alexander (Alexander) is executor of decedent's estate

and Society National Bank, formerly Ameritrust Co. (Ameritrust),

is trustee of the Millikin trusts.

B.   The Millikin Trusts

     In 1976, decedent's husband named Ameritrust trustee for

three trusts which he established.

     1.      Trust A

     Decedent's husband established a charitable trust known

as the Severance A. and Marguerite S. Millikin Endowment Fund

Trust A (Trust A).

     2.      Trust B

     Decedent's husband established the Severance A. Millikin

Trust B (Trust B) as a marital deduction trust.    Under his will,

Ripplestone was transferred to Trust B on May 7, 1986, to be held

by Trust B for decedent's benefit as long as she wanted to live

there.

     Decedent had a general power of appointment for all Trust B

property, including Ripplestone.    If decedent did not fully

exercise her power of appointment, any unappointed Trust B
                                - 5 -


property was to be transferred to a residuary trust known as the

Severance A. Millikin Trust C (Trust C) when decedent died.

Trust B and/or Trust C were to pay all expenses necessary to

maintain Ripplestone during decedent's life.     The trust document

required the trustee to distribute all Trust B property according

to decedent's will.

     Decedent's will required Trust B to pay all Federal and

State death taxes attributable to the inclusion of Trust B in her

gross estate.

     3.    Trust C

     Decedent's husband established Trust C to benefit some of

his and decedent's relatives.   When decedent died, Trust C was to

be divided into three equal shares to be held in trust for the

benefit of the issue of three named relatives of decedent's

husband.   Each of the three shares was to be held for the issue

of the three relatives per stirpes.     Trust C had 28

beneficiaries.

C.   Ripplestone

     Ripplestone had about 150 acres on which were buildings

including a 7,900-square-foot stone main house, a detached three-

car garage with apartments, a stone pool house, a gate house and

stable, a chauffeur's cottage, and an old farmhouse with a barn.

The main house had a large living room used as a gallery to

display an extensive art collection.
                                - 6 -


     Ripplestone had six underground fuel storage tanks which had

leaked and contaminated soil near the farmhouse and soil and

groundwater near the garage apartments.    Developers wanted, but

were unable, to subdivide Ripplestone into lots that were smaller

than five acres.    There was substantial local opposition to

subdividing Ripplestone.    Petitioners did not know about the

environmental or zoning problems until after the estate filed the

estate tax return.

D.   Trust B's Assets When Decedent Died

     Ameritrust, as trustee for Trust B, held title in trust to

Ripplestone.    Trust B held assets which had a fair market value

of $11,433,458.03 when decedent died on June 18, 1989, including

Ripplestone with a fair market value of $2.4 million and stock,

Treasury Bills, and an investment trust with fair market value of

$9,033,458.03.    When decedent died, Trust B had accrued

liabilities of $41,935.34, which were for trustee's fees.

     Decedent's gross estate included the property held by Trust

B because it was subject to her general power of appointment.

Sec. 2041(a).    However, the property held by Trust B was not a

probate asset and was not subject to claims against decedent's

estate.
                               - 7 -


E.   Administration of Decedent's Estate

     When decedent died, her estate consisted primarily of

jewelry and an extensive collection of European paintings and

furniture and oriental porcelains.

     The Probate Court of Cuyahoga County, Ohio, probated

decedent's will.   Decedent's will directed that her jewelry be

sold and that the proceeds be distributed to charities.    The art

objects were to be offered to the Cleveland Museum of Art, which

had the right of selection.   The balance was to be sold, and the

proceeds were to be distributed to charities.   Decedent's will

required that her estate pay her estate and death taxes.

Decedent's will required Trust B to pay to her estate the amount

certified by Alexander to the Trust B trustee to be the

difference between the estate taxes with Trust B included in the

gross estate and the estate taxes without Trust B.

     In her will, decedent partially exercised her power of

appointment over Trust B by appointing $2 million to Trust A and

by requiring Trust B to pay to her estate $4,581,645.04 in

Federal and Ohio estate and death taxes attributable to the

inclusion of Trust B in her estate.    In her will, decedent also

authorized her executor to sell any of her estate's assets as he

deemed necessary without obtaining the approval of any court or

person.
                                - 8 -


     Alexander and the trustee decided to sell Ripplestone as

soon as possible after decedent's personal property in

Ripplestone was distributed.    Decedent's estate paid expenses to

maintain and preserve decedent's personal property and

Ripplestone.   The Cleveland Museum of Art selected the items it

wanted, and the estate sold the remaining personal property in

February or March 1990.

F.   Appraisals and The Estate Tax Return

     Shortly after decedent died, the trustee of Trust B

commissioned an appraisal to estimate the fair market value of

Ripplestone as of July 19, 1989.    On July 28, 1989, Ripplestone

was appraised at $3.7 million as of July 19, 1989.   The appraiser

assumed that Ripplestone could be subdivided and that Ripplestone

was free of materials that would present an environmental risk.

Those assumptions were incorrect.

     The estate filed its Federal estate tax return on March 16,

1990, and paid Federal and State taxes.   Decedent's estate

reported on its Federal estate tax return that the value of

Ripplestone was $3.2 million.   Decedent's estate deducted

$213,541.82 for maintenance and upkeep of Ripplestone and

$150,000 for costs it estimated it would incur to sell

Ripplestone.   Ripplestone was listed for sale on March 20, 1990,

for $4,200,000.
                                - 9 -


     The trustee of Trust B commissioned an appraisal to estimate

the fair market value of Ripplestone as of November 22, 1991.     On

December 9, 1991, Ripplestone was appraised at $3 million as of

November 22, 1991.    Like the earlier appraisal, the appraiser

incorrectly assumed that Ripplestone could be subdivided and that

Ripplestone was free of materials that would present an

environmental risk.

     As of the date of trial, it had cost $170,084 to remove the

six underground fuel storage tanks from Ripplestone and to

remediate the contaminated area.    Trust B gave funds to the

estate to pay most of the expenses to maintain and sell

Ripplestone.   Decedent's estate reported on its estate tax return

that the assets of Trust B were included in the estate.

Ripplestone was sold for $2,301,750 on April 20, 1994.     Selling

expenses were $142,079.70.

          G.    Trust B Receipts, Disbursements, and Distributions

     1.   Taxes Paid

     On March 16, 1990, Trust B paid generation skipping tax of

$1,379,745.66 and Federal estate tax of $3,892,355.31.     On that

day, Trust B paid $679,549.92, and the estate paid $9,689.81 for

Ohio estate tax pursuant to section 5731.02, Ohio Rev. Code Ann.

(Anderson 1996).   On September 8, 1995, Trust B paid an

additional $223,019.00 for Ohio estate tax.    Trust B and the
                               - 10 -


estate remained liable to pay $392,106.342 of Ohio estate taxes

under section 5731.24 of Ohio Rev. Code Ann. (Anderson 1996)

within 60 days after the date of the Federal estate tax closing

letter.

     2.     Distributions to Trust A

     Trust B transferred to Trust A assets with a total fair

market value of $2 million on June 7 and 12, 1990.   Following the

$2 million transfer to Trust A, Trust B had only cash or cash

equivalents and Ripplestone.

     3.     Receipts

     The estate filed its estate tax return on March 16, 1990.

From that date to December 31, 1993, Trust B had $333,395 in

income as follows:

     Year        Interest       Dividends      Total
     1990        $194,193        $44,083     $238,276
     1991          55,234                      55,234
     1992          40,085                      40,085
                                              333,595

     Trust B transferred the following amounts to Trust C:

     Year        Interest       Dividends      Total
     1990        $176,337       $40,030      $216,367
     1991          38,518                      38,518
     1992          23,385                      23,385
                                              278,270

     2
       This amount is the difference between the regular Ohio
estate tax under sec. 5731.02 of the Ohio Rev. Code Ann.
(Anderson 1996) of $679,549.92 and the $1,071,656.26 State estate
tax credit reported on line 15 of Form 706.
                                  - 11 -


H.   Notices of Deficiency

     Respondent issued the notices of deficiency in this case on

February 25, 1993.    In the notices, respondent determined that

the value of Ripplestone was $3.7 million, the amount for which

it was appraised on July 28, 1989, rather than $3.2 million, the

amount that the estate reported on the estate tax return.

                             II.    OPINION

A.   Background

     Petitioners contend that they may deduct from the value of

the gross estate the costs to maintain and sell Ripplestone that

they incurred after March 16, 1990, under section 2053(b).3

     1.     Deductibility of the Costs of Maintaining and Selling
            Ripplestone Under Section 2053(b)

     Petitioners may deduct from the value of the gross estate

the costs of maintaining and selling Ripplestone after March 16,

1990, under section 2053(b) if (a) Ripplestone is included in the

     3
         Sec. 2053(b) provides:

     SEC. 2053(b). Other Administration Expenses.--Subject
     to the limitations in paragraph (1) of subsection (c),
     there shall be deducted in determining the taxable
     estate amounts representing expenses incurred in
     administering property not subject to claims which is
     included in the gross estate to the same extent such
     amounts would be allowable as a deduction under
     subsection (a) if such property were subject to claims,
     and such amounts are paid before the expiration of the
     period of limitation for assessment provided in section
     6501.
                                  - 12 -


gross estate, (b) the estate paid the costs at issue, and (c) the

costs would be deductible under section 2053(a)4 if Ripplestone

were a probate asset.    Sec. 2053(b); Estate of Millikin v.

Commissioner, 125 F.3d at 342.      Ripplestone is included in the

gross taxable estate and the estate paid the costs at issue.

Estate of Millikin v. Commissioner, 125 F.3d at 342.      Thus,

petitioners may deduct the costs of maintaining and selling

Ripplestone if those costs would be deductible under section

2053(a) assuming that Ripplestone were a probate asset.

     Petitioners contend that the costs at issue would be

deductible as administration expenses under section 2053(a)(2)

and (b) if Ripplestone were a probate asset.     An expense is

deductible under section 2053(a)(2) and (b) if it is both (1) an



     4
         Sec. 2053(a) provides:

          (a) General Rule.--For purposes of the tax imposed
     by section 2001, the value of the taxable estate shall
     be determined by deducting from the value of the gross
     estate such amounts--
               (1) for funeral expenses,
               (2) for administration expenses,
               (3) for claims against the estate, and
               (4) for unpaid mortgages on, or any indebtedness
          in respect of, property where the value of the
          decedent's interest therein, undiminished by such
          mortgage or indebtedness, is included in the value of
          the gross estate,
     as are allowable by the laws of the jurisdiction, whether
     within or without the United States, under which the estate
     is being administered.
                                 - 13 -


administration expense under section 20.2053-3(a), Estate Tax

Regs., and (2) an allowable expense under Ohio probate law (two-

part test).      Estate of Millikin v. Commissioner, 125 F.3d at 345-

346.

       2.     Ohio Law

       Under Ohio law, an estate may pay administration expenses

which are necessary, reasonable, and just.       Ohio Rev. Code Ann.

sec. 2113.36 (Anderson 1994); Union Commerce Bank v.

Commissioner, 339 F.2d 163, 168 (6th Cir. 1964), affg. in part,

revg. in part and remanding 39 T.C. 973 (1963).

       3.     The Estate Tax Regulations

       A decedent's estate may deduct administration expenses from

the value of the gross estate if they "are actually and

necessarily incurred in the administration of the decedent's

estate" and are paid to settle an estate and to transfer the

property of the estate to the beneficiaries or to a trustee.

Sec. 20.2053-3(a), Estate Tax Regs.5       The parties agree that the

       5
           Sec. 20.2053-3(a), Estate Tax Regs. provides in part:

       The amounts deductible from a decedent's gross estate
       as "administration expenses" * * * are limited to such
       expenses as are actually and necessarily incurred in
       the administration of the decedent's estate; that is,
       in the collection of assets, payment of debts, and
       distribution of property to the persons entitled to it.
       The expenses contemplated in the law are such only as
                                                     (continued...)
                                - 14 -


expenses at issue were actually incurred.    Expenses necessarily

incurred to preserve or distribute the estate are deductible.

Sec. 20.3053-3(d)(1), Estate Tax Regs.    Necessarily incurred

expenses include the cost to store or maintain property if it is

impossible to distribute that property immediately to the

beneficiaries.    Id.   An estate may not deduct expenses for a

longer period than the executor reasonably needs to retain the

property.   Id.   Expenses that are not essential to the proper

settlement of the estate, but are incurred for the individual

benefit of heirs, legatees, or devisees may not be deducted.

Sec. 20.2053-3(a), Estate Tax Regs.

     Expenses to sell estate property are deductible only "if the

sale is necessary in order to pay the decedent's debts, expenses

of administration, or taxes, to preserve the estate, or to effect

distribution."    Sec. 20.2053-3(d)(2), Estate Tax Regs.

B.   Burdens of Proof

     Respondent determined in the notice of deficiency that the

value of Ripplestone was $3.7 million.    The estate deducted more

     5
      (...continued)
     attend the settlement of an estate and the transfer of
     the property of the estate to individual beneficiaries
     or to a trustee * * *. Expenditures not essential to
     the proper settlement of the estate, but incurred for
     the individual benefit of the heirs, legatees, or
     devisees, may not be taken as deductions. * * *
                                - 15 -


than $212,000 to maintain Ripplestone and estimated that it would

have expenses of $150,000 to sell Ripplestone.     Respondent

challenged these deductions after respondent issued the notice of

deficiency.     These issues are new matter for which respondent

bears the burden of proof.     Rule 142(a).

     Petitioners seek to deduct more than the $362,000 the estate

deducted on its return.     Petitioners bear the burden of proof

with respect to Ripplestone expenses in excess of $362,000.

However, we do not rely on the burden of proof to decide this

case.

C.   Contentions of the Parties

        We first consider whether petitioners satisfy the

requirements in the estate tax regulations.     Expenses incurred

after March 16, 1990, to maintain and sell Ripplestone must be

necessary to the administration of the estate for the estate to

deduct them under Federal law.     Petitioners contend that the

estate may deduct those expenses under section 20.2053-3, Estate

Tax Regs., because the executor and trustee needed to maintain

Ripplestone after March 16, 1990, and then to sell it to pay

taxes required as a result of decedent's exercise of her power of

appointment in her will.     Petitioners contend that the estate did

not distribute Ripplestone to Trust C when decedent died because

petitioners believed that the estate could be liable for
                                - 16 -


significantly more Federal estate taxes than the estate reported

on its return and paid.    Petitioners contend that an audit was

nearly certain because the gross estate was large (almost $23

million) and respondent could dispute the fair market value of

Ripplestone.    Petitioners contend that Trust B needed to keep

Ripplestone because it had only $220,822 in assets other than

Ripplestone after the estate filed its estate tax return, and

that $220,822 was not an adequate reserve for its potential tax

liability.

     Respondent points out that Trust B would have had more than

$220,833 in assets other than Ripplestone if Trust B had not

distributed some of its interest and dividend income to Trust C.

Respondent contends that Trust B was not required to distribute

income to Trust C or to keep Ripplestone as a reserve against

potential tax liability.

D.   Whether It Was Necessary for Trust B to Hold Ripplestone
     After March 16, 1990, and Sell It To Ensure That It Could
     Pay Petitioner's Estate Tax Liability

     1.      Whether the Trust Agreement Required Trust B To
             Distribute Interest and Dividend Income to Trust C

     Under the trust agreement, Trust B's interest and dividend

income, Ripplestone, and all of the other Trust B assets which

decedent did not appoint to Trust A were treated the same.6       The


     6
         The trust agreement provided that when decedent dies, the
                                                     (continued...)
                              - 17 -


trust agreement did not require Trust B to transfer those assets

to Trust C before using them to pay or holding them in reserve to

pay taxes.   It would have been more practical and economical to

keep cash or other liquid assets to pay a potential tax liability

rather than real property.

     Petitioners contend that respondent stipulated that Trust B

had to disburse its income to Trust C.   Petitioners point out

that respondent stipulated to a copy of a preprinted part of

Trust B's 1991 income tax return, Form 1041, which says "Amount

of income required to be distributed currently".   Petitioners

contend that respondent stipulated that Trust B had to distribute

its income currently to Trust C.

     We disagree.   The preamble to the stipulation provides:

          It is hereby stipulated that the following
     statements may be accepted as facts provided, however,
     that either party may introduce other and further
     evidence not inconsistent with the facts herein
     stipulated.

     Paragraph 40 of the Stipulation of Facts provides:

     40. Attached and marked as Exhibit 22-V is a copy of
     the trust income tax return, Form 1041, for the
     Severence A. Millikin, Trust B for the year ending
     December 31, 1991.



     6
      (...continued)
trustee shall: (1) Distribute the corpus of Trust B according to
decedent's exercise of her power of appointment as decedent
provides in her will; and (2) distribute any unappointed part of
Trust B to Trust C.
                               - 18 -


The parties did not stipulate that the statements in Exhibit 22-V

were true.7    A stipulation that an exhibit is authentic is not a

stipulation to the truth of its contents.    We conclude that the

trust agreement did not require Trust B to distribute interest

and dividend income to Trust C before distributing Ripplestone,

and that respondent did not stipulate otherwise.

     2.   Amount of Cash Trust B Had To Pay Taxes

     On June 29, 1990, Trust B had $874,292 in cash or cash

equivalents.    Trust B received interest and dividend income and

paid it to Trust C as follows:

                            Income         Income
                 Year      Received       Disbursed
                 1990      $238,276       $216,367
                 1991        55,234         38,518
                 1992        40,085         23,385
                           $333,595       $278,270

Trust B paid $278,270 of income from its securities to Trust C.

Trust B would have had $1,152,262 in liquid assets if it had not

distributed that income to Trust C.

     Petitioners contend that Trust B only had $220,823 in assets

other than Ripplestone when the estate filed its Federal estate




     7
       By selling Ripplestone and then distributing the proceeds
to Trust C, Trust B may have incurred costs that it could have
avoided by transferring Ripplestone to Trust C. The sale of
Ripplestone may have benefited the heirs because it meant Trust C
did not incur those costs.
                                - 19 -


tax return.8    Petitioners do not include in this amount the

$333,595 of income from Trust B assets, such as interest and

dividends.     Thus, added to the $220,823, Trust B had a liquid

reserve of $554,418 by the end of 1992.

     Petitioners contend that Trust B needed a reserve for taxes

of at least $749,696, the total of the deficiencies determined in

the notices of deficiency.     We disagree.   The deficiency arose

because respondent determined that the value of Ripplestone was

more than reported by petitioners.       However, when they received

the notices of deficiency, petitioners knew that Ripplestone was

worth less than its reported value because of ground

contamination and zoning problems.

     Apparently, when the estate filed the return, the executor

did not know of those problems or that the fair market value of

Ripplestone was less than the value reported on the estate tax

return.   Petitioners will receive a refund from respondent due to

the reduced fair market value of Ripplestone regardless of our

decision here.




     8
       Petitioners computed this amount by subtracting $362,106
(alleged by petitioners to be additional Ohio estate tax payable)
and $291,363 (administration expenses deducted on the return but
not yet paid) from $874,292, which was the fair market value of
Trust B's cash and cash equivalents on June 29, 1990. There is
no evidence of the value of Trust B's cash and cash equivalents
on Mar. 16, 1990, when the estate filed the estate tax return.
                               - 20 -


     Petitioners point out that it was highly likely that the

estate would be audited.    However, under the circumstances of

this case, this does not mean that it is likely that the estate

would be liable for more estate taxes than it reported and paid.

     We conclude that the estate did not face a significantly

larger tax liability than it and Trust B had paid.

     Petitioners contend that Estate of Papson v. Commissioner,

73 T.C. 290 (1979), establishes that the estate can deduct the

expenses of maintaining and selling Ripplestone after March 16,

1990.   We disagree.

     In Estate of Papson v. Commissioner, supra, we held that an

estate may deduct as an administration expense under section

2053(a)(2) the commission paid to a broker to obtain a

replacement tenant in a shopping center owned by the estate.      The

primary tenant had left the shopping center after filing for

bankruptcy.    The estate in that case was unable to pay estate

taxes partly because the primary tenant had left.    We held that

the estate could deduct the cost of replacing the bankrupt tenant

because otherwise the estate could not pay the estate taxes.

     In contrast, here, the value of Ripplestone was less than

the estate had reported, and the estate overpaid estate taxes.

Estate of Papson v. Commissioner, supra, does not help

petitioners.
                               - 21 -


     3.     Selling Ripplestone Benefited the Trust C Beneficiaries

     We believe that a principal reason for selling Ripplestone

was not to pay taxes owed by decedent's estate, but to

accommodate the 28 beneficiaries of Trust C.     Ripplestone could

not readily be divided for distribution to 28 beneficiaries.     As

we said in our original opinion, the desire to accommodate those

28 beneficiaries would not make the costs of maintaining and

selling Ripplestone deductible by decedent's estate.

E.   Conclusion

     An estate may deduct expenses that are necessarily incurred.

Sec. 20.2053-3(a), Estate Tax Regs.     Trust B had enough liquid

assets, such as income it had received, to pay any potential

taxes.    It was not necessary for Trust B to hold Ripplestone

after March 16, 1990, and later sell it.     Thus, the expenses of

maintaining and selling Ripplestone after March 16, 1990, are not

     deductible as administration expenses under section 2053(a)

and section 20.2053-3(a) and (d)(2), Estate Tax Regs.9

     To reflect the foregoing,


                                           Decision will be entered

                                      under Rule 155.




     9
       As a result of this conclusion, under the two-part test
established by the U.S. Court of Appeals for the Sixth Circuit in
Estate of Millikin v. Commissioner, 125 F.3d 339 (6th Cir. 1997)
(en banc), vacating 106 F.3d 1263 (6th Cir. 1997) and revg. and
remanding T.C. Memo. 1995-288, we need not decide whether the
expenses to keep and sell Ripplestone after Mar. 16, 1990, were
necessary administration expenses under Ohio law.
