                           T.C. Memo. 1996-495



                         UNITED STATES TAX COURT



WASHOE RANCHES #1, LTD., WASHOE RANCHES #2, LTD., WASHOE RANCHES
#3, LTD., WASHOE RANCHES #4, LTD., WASHOE RANCHES #5, LTD.,
WASHOE RANCHES #6, LTD., WASHOE RANCHES #7, LTD., WALTER J. HOYT
         III, TAX MATTERS PARTNER, ET AL.,1 Petitioner v.
           COMMISSIONER OF INTERNAL REVENUE, Respondent



Docket Nos.     8916-89,       8935-89,           Filed November 4, 1996.

                8936-89,     21998-89,
               21999-89,     22000-89,

1
      The following cases are consolidated herewith: Florin Farms #1, Ltd.,
Florin Farms #2, Ltd., Florin Farms #3, Ltd., Florin Farms #4, Ltd., Florin
Farms #5, Ltd., Florin Farms #6, Ltd., Florin Farms #7, Ltd., Walter J. Hoyt
III, Tax Matters Partner, docket No. 8935-89; Durham Farms #1, Ltd., Durham
Farms #2, Ltd., Durham Farms #3, Ltd., Durham Farms #4, Ltd., Durham Farms #5,
Ltd., Durham Farms #6, Ltd., Walter J. Hoyt III, Tax Matters Partner, docket
No. 8936-89; Florin Farms #1, Ltd., Florin Farms #2, Ltd., Florin Farms #3,
Ltd., Florin Farms #4, Ltd., Florin Farms #5, Ltd., Florin Farms #6, Ltd.,
Florin Farms #7, Ltd., Walter J. Hoyt III, Tax Matters Partner, docket No.
21998-89; Florin Farms #1, Ltd., Florin Farms #2, Ltd., Florin Farms #3, Ltd.,
Florin Farms #4, Ltd., Farms #5, Ltd., Florin Farms #6, Ltd., Florin Farms #7,
Ltd., Walter J. Hoyt III, Tax Matters Partner, docket No. 21999-89; Durham
Farms #1, Ltd., Durham Farms #2, Ltd., Durham Farms #3, Ltd., Durham Farms #4,
Ltd., Walter J. Hoyt III, Tax Matters Partner, docket No. 22000-89; Durham
Farms #1, Ltd., Durham Farms #2, Ltd., Durham Farms #3, Ltd., Durham Farms #4,
Ltd., Walter J. Hoyt III, Tax Matters Partner, docket No. 22073-89; Washoe
Ranches #6, Ltd., Washoe Ranches #7, Ltd., Walter J. Hoyt III, Tax Matters
Partner, docket No. 26720-89; Washoe Ranches #1, Ltd., Washoe Ranches #2,
Ltd., Washoe Ranches #3, Ltd., Washoe Ranches #4, Ltd., Washoe Ranches #5,
Ltd., Walter J. Hoyt III, Tax Matters Partner, docket No. 27676-89; Washoe
Ranches #1, Ltd., Washoe Ranches #2, Ltd., Washoe Ranches #3, Ltd., Washoe
Ranches #4, Ltd., Washoe Ranches #5, Ltd., Walter J. Hoyt III, Tax Matters
Partner, docket No. 27722-89; Durham Farms #5, Ltd., Durham Farms #6, Ltd.,
Walter J. Hoyt III, Tax Matters Partner, docket No. 28133-89; Durham Farms #1,
Ltd., Durham Farms #2, Ltd., Durham Farms #3, Ltd., Durham Farms #4, Ltd.,
Durham Farms #5, Ltd., Durham Farms #6, Ltd., Walter J. Hoyt III, Tax Matters
Partner, docket No. 6211-90; Washoe Ranches #1, Ltd., Washoe Ranches #2, Ltd.,
Washoe Ranches #3, Ltd., Washoe Ranches #4, Ltd., Washoe Ranches #5, Ltd.,
Washoe Ranches #6, Ltd., Washoe Ranches #7, Ltd., Walter J. Hoyt III, Tax
Matters Partner, docket No. 6262-90; Florin Farms #1, Ltd., Florin Farms #2,
Ltd., Florin Farms #3, Ltd., Florin Farms #4, Ltd., Florin Farms #5, Ltd.,
Florin Farms #6, Ltd., Florin Farms #7, Ltd., Walter J. Hoyt III, Tax Matters
Partner, docket No. 7560-90.
                                   - 2 -

               22073-89,     26720-89,
               27676-89,     27722-89,
               28133-89,      6211-90,
                6262-90,      7560-90.


     Walter J. Hoyt III, pro se.

     Margaret Martin, for respondent.


               MEMORANDUM FINDINGS OF FACT AND OPINION

     DAWSON, Judge:     These consolidated cases were assigned to

Special Trial Judge Stanley J. Goldberg pursuant to section

7443A(b)(4) and Rules 180, 181, and 183.2         The Court agrees with

and adopts the opinion of the Special Trial Judge which is set

forth below.

                  OPINION OF THE SPECIAL TRIAL JUDGE

     GOLDBERG, Special Trial Judge:        Respondent issued a notice

of final partnership administrative adjustments to each limited

partnership involved in these consolidated cases determining

adjustments in the amounts and for the tax years as set forth in

the Appendix hereto.

     Walter J. Hoyt III (petitioner), the tax matters partner for

each of the limited partnerships (partnerships) involved herein,

filed a petition for redetermination of the partnership

adjustments.    All issues, except one, have been settled by

stipulation so that the only remaining issue to be decided is


2
      Unless otherwise indicated, all section references are to the Internal
Revenue Code in effect for the years in issue. All Rule references are to the
Tax Court Rules of Practice and Procedure.
                               - 3 -

each limited partnership's correct amount of Schedule F income,

if any, to be calculated in accordance with a settlement

agreement (the agreement) dated May 20, 1993, entered into

between Walter J. Hoyt III, and respondent's Sacramento,

California, Appeals Office.   At trial, respondent submitted a

motion for entry of decision and a proposed decision document in

each case that includes the Schedule F income.   Petitioner

objected to respondent's motion as stated.   On the record

respondent recharacterized her motion as a motion for summary

judgment that was filed as such.   If we decide that the agreement

provides for the inclusion of Schedule F income, then the parties

agree that the amount of Schedule F income reflected in each

proposed decision document is correct, and that we may enter the

proposed decision document in each case.   However, if we decide

that the agreement does not provide for Schedule F income, then

we may enter a decision in each case minus the Schedule F income

shown thereon.

     These consolidated cases involved adjustments to partnership

income of Washoe Ranches #1 through #7, Florin Farms #1 through

#7, and Durham Farms #1 through #6 for taxable years ended

December 31, 1983, 1984, 1985, and 1986.   All the partnerships

are limited partnerships formed to engage in the business of

cattle breeding.

     This Court has previously considered the tax consequences of

the Hoyt family cattle breeding operations in Bales v.
                               - 4 -

Commissioner, T.C. Memo. 1989-568.     The Bales case involved

deficiencies in Federal income taxes of individual limited

partners for the taxable years 1974 through 1980 who had invested

in Florin Farms #1, #2, #3, #4, and #5, Durham Farms #1, #2, #3,

and #4, and Washoe Ranches #1, #2, #3, #4, #5, and #6.    As a

result of our opinion in Bales v. Commissioner, supra, on May 20,

1993, Walter J. Hoyt III, the general partner and tax matters

partner, entered into a settlement with respondent's Sacramento,

California, Appeals Office, setting forth the basis of settling

all Hoyt cattle partnership cases for the taxable years 1980

through 1986.

                         FINDINGS OF FACT

     Some of the facts have been stipulated and are so found.

The stipulation of facts and the exhibits received into evidence

are incorporated by this reference.

     The partnerships purchased the cattle used in their breeding

operations from Hoyt & Sons Ranches (Ranches).    In payment for

the cattle purchased, the partnerships executed promissory notes

payable to Ranches.   During the taxable years in issue, they

transferred cattle to Ranches in payment of principal and

interest due on the notes.   The parties introduced documentary

evidence as to each of these transactions:    Bills of sale from

Ranches to the partnerships; promissory notes from them to

Ranches; and bills of sale from them to Ranches.
                                 - 5 -

     The partnerships reported income recognized on the transfer

of cattle to Ranches in payment of principal and interest as gain

under section 1231.   Respondent adjusted this item to zero on the

final partnership administrative adjustments issued to each

partnership.

     Pursuant to the settlement agreement, the numbers of cattle

subject to depreciation by the partnerships for the taxable years

in issue were reduced.     All cattle were subject to revised

valuation as well.    As a result, the amounts of principal due on

the notes payable to Ranches for the cattle purchased were

reduced, and respondent recalculated the annual interest due

based on these amounts according to the provisions of the

settlement agreement.     Such interest was to be computed on an

original principal balance of $4,000, the settled cost basis of

the breeding cattle per head, times the number of cattle in

service during the first year of each partnership.

     The pertinent portions of the agreement provide:

          The primary purpose of this memorandum is to
     memorialize the bases we reached for settling all cases
     involving Hoyt Cattle partnerships for the years 1980
     through 1986. It is our express intent to apply the
     provisions specified in this memorandum to determine the tax
     effects on partnership transactions and operations.

               *      *     *    *       *   *   *

     Satisfaction of obligations for interest, principal payments
     and management fees by transferring calves and culled cows
     will constitute ordinary income to the investor
     partnerships. This convention is consistent with the Tax
     Court's decision in Bales v. Commissioner, which provides
     that
                               - 6 -

          -- calves are not section 1231(a) property; and

          -- although culled cattle are section 1231(a) property,
          the gain on which may be long term capital gain
          (depending on the holding period), depreciation allowed
          must be recaptured as ordinary income under the
          provisions of section 1245.

     Principal payments equal to 10% of the face amount of the
     notes payable to Ranches will begin according to terms of
     the notes -- in the sixth year of the partnership * * *

     The agreement includes a provision listing "the total number

of cattle in service and subject to depreciation by the investor

partnerships" for each of the taxable years 1980 through 1986.

     The Stipulation of Facts provides, in part:

          15. All of the payments on the promissory notes made
     by the partnerships to Hoyt & Sons Ranches beginning in the
     sixth year after the respective notes were executed were
     paid by transferring cattle with a zero basis, rather than
     cash. * * *

          16. The petitioners agree that all of the figures
     shown on the schedules (Joint Exhibits 372-NH) [a schedule
     of the interest and principal due for each of the years 1983
     through 1986] are correct. The petitioners agree that all
     of the interest and principal payments beginning in the
     sixth year of the notes were made by the transfers of cattle
     rather than cash. * * *

     The following terminology is used in the cattle business.

Cattle are classified as calves from birth to weaning; heifer

calves being female calves.   After weaning, females are referred

to as heifers or yearling heifers.     A heifer that bears a calf is

thereafter a cow.   Culled cows are cows that are removed from the

breeding herd because they are suffering performance problems,

such as not producing milk or not breeding.    Cows may be culled

due to age.
                               - 7 -

                              OPINION

     At trial, respondent filed a motion for summary judgment in

these consolidated cases.   Given the disposition of the issue on

the merits as discussed below, we do not find it necessary to

address respondent's motion for summary judgment, and it will be

denied.

     Under section 6224 a settlement agreement between respondent

and a tax matters partner related to the determination of

partnership items for any partnership taxable year is binding on

the parties to the agreement with respect to the determination of

partnership items for such partnership taxable year unless there

is a showing of fraud, malfeasance, or misrepresentation of fact.

Sec. 6224(c).   Petitioner and respondent both assert that the

agreement is clear and unambiguous, and neither party seeks to

have it set aside.   However, the parties do not agree on the

proper interpretation and enforcement of the agreement.

     Petitioner argues that the settlement memorandum was a

complete integration of the agreement between petitioners and

respondent and that respondent is precluded from relying on facts

not contained therein.   Petitioner argues that because the

agreement limited the number of cattle subject to depreciation,

the agreement failed to provide for the cattle necessary for the

partnerships to make the payments of principal and interest to

Hoyt & Sons Ranches by the transfer of cattle.   Petitioner

contends that the provision in the settlement agreement regarding
                               - 8 -

payments of principal on the notes must be read to include the

intention to make such payments by the transfer of registered

shorthorn heifers.   Petitioner further contends that the "cattle"

transferred in payment of the notes, as stipulated, were not

calves or culled cattle but registered shorthorn heifers.

Petitioner argues that the Bales decision and the agreement do

not apply to the type of cattle transferred.

     Respondent argues that the terms of the agreement are clear,

limiting only the number of cattle subject to depreciation, not

the total number of cattle.   Because petitioner has stipulated

that all principal and some interest payments on the notes were

made by transferring cattle with a zero basis, respondent claims

that these cattle would be nondepreciable or fully depreciated

and not limited in number by the terms of the agreement.

Respondent argues that the partnerships must recognize ordinary

income in the amount of those payments by the terms of the

agreement.

     The settlement of tax cases is governed by general

principles of contract law.   A settlement agreement is in essence

a contract.   Each party agrees to concede some rights which he or

she may assert against his or her adversary as consideration for

those secured in the settlement agreement.     Saigh v.

Commissioner, 26 T.C. 171, 177 (1956).   In determining the proper

meaning of the terms of the agreement, we look to the language of

the agreement and the circumstances surrounding its execution.
                                - 9 -

Robbins Tire Co. v. Commissioner, 52 T.C. 420, 435-436 (1969).

Generally, extrinsic evidence will not be admitted to expand,

vary, or explain the terms of a written agreement unless the

agreement is ambiguous.    Rink v. Commissioner, 100 T.C. 319, 325

(1993), affd. 47 F.3d 168 (6th Cir. 1995); Woods v. Commissioner,

92 T.C. 776, 780-781 (1989).   Petitioner bears the burden of

proving that his interpretation of any ambiguous contract

language is correct.   Rule 142(a); Rink v. Commissioner, supra at

326.

       The settlement agreement provides that the partnerships must

recognize ordinary income in the amount of any interest and

principal payments made by the transfer of calves.   In addition,

they must recognize income on the transfer of any culled cattle

in payment on the notes, and such income will be ordinary in

character to the extent it represents depreciation recapture.

The stipulations provide that the partnerships transferred cattle

with a zero basis in payment on the notes in amounts stipulated.

We interpret this to mean that they transferred calves, culled

cattle, or some combination thereof, to Ranches in payment of

interest and principal due on the notes.   Thus we find that the

agreement applies to this transaction.   Because their bases in

these cattle were zero, the partnerships must recognize ordinary

income in a manner consistent with the decision in Bales v.

Commissioner, supra, as provided in the agreement and

stipulations.    We believe that a reasonable person with knowledge
                              - 10 -

of the facts and circumstances surrounding the agreement would

interpret the agreement and stipulations in this manner.    Thus,

we hold that the agreement provides for the inclusion of Schedule

F income in the amounts shown in respondent's proposed decision

documents.

       Petitioner argues that this interpretation is inconsistent

with the other terms of the agreement.   An agreement should be

interpreted as a whole, and any writings which are part of the

same transaction should be interpreted together.   2 Restatement,

Contracts 2d, sec. 202 (1981).   "An interpretation that gives a

reasonable meaning to all parts of the contract will be preferred

to one that leaves portions of the contract meaningless."     Rink

V. Commissioner, 47 F.3d 168, 171 (6th Cir. 1995), affg. 100 T.C.

319 (1993); 2 Restatement, Contracts 2d, sec. 202 (1981); 4

Williston on Contracts, sec. 618 (3d ed. 1961).

     Petitioner argues that the agreement limits the total number

and class of cattle held by the partnerships.   The provision

establishing the number of cattle held by the partnerships

clearly applies, by its terms, only to depreciable cattle.

Petitioner argues that we should infer from this language that no

other cattle exist.   We find this reading to be inconsistent with

other provisions of the agreement.

     For example, although not directly relevant to these cases,

the agreement provides that cattle owned by the partnerships as

of January 1, 1980, will be considered fully depreciated at the
                                - 11 -

end of 1981.    Thus the agreement provides that there are cattle

that are no longer subject to depreciation.

     In addition, as set out above, the agreement provides that

payments made by the partnerships to Ranches by transfer of

calves or culled cows will constitute ordinary income in a manner

consistent with the decision in Bales v. Commissioner.       In that

case the Court stated that dispositions of breeding cattle,

including culled cows, are taxed pursuant to section 1231(a)

subject to the recapture provisions of section 1245.     The Court

further stated calves that are used for payment on the notes are

not held for breeding purposes and are not accorded section 1231

treatment.     Bales v. Commissioner, T.C. Memo. 1989-568.   Such

calves would not be subject to an allowance for depreciation and

thus would not be subject to the limitation on depreciable cattle

set forth above.    Cf. sec. 1.167(a)-6(b), Income Tax Regs.    If

petitioner's reading were accepted, this provision concerning

calves would be rendered meaningless.

     We note that the agreement is not completely clear in all of

its terms.     In part, the agreement provides:   "For Federal income

tax purposes, all the cattle are adult breeding cattle, each

having an original depreciable basis of $4,000."     We do not think

this provision is clear and unambiguous because it could be read

on its own to limit the type of cattle held by the partnerships.

However, we interpret this paragraph as qualifying the one

directly preceding it which limits the number of cattle subject
                               - 12 -

to depreciation for each year, and neither party has suggested a

different interpretation.    After considering these provisions and

the agreement as a whole, we reject petitioner's argument that

the provision limiting the number of depreciable cattle should be

read to limit the total number of cattle held by the

partnerships.

     Even if we found the agreement ambiguous as to this

provision, petitioner has offered no extrinsic evidence that

supports his position.   We find that the agreement limited the

number of cattle subject to depreciation only but did not limit

the number of non-depreciable cattle owned by the partnerships.

     Petitioner further argues that the portion of the agreement

that provides that principal payments will begin in the sixth

year of the partnership should be enforced by concluding that

such payments are to be made by the transfer of registered

shorthorn heifers.   The language of the agreement is silent as to

the method of payment.

     Petitioner's proffered evidence, when considered in light of

general contract principles, does not convince us that his

interpretation is correct.   When the Court asked petitioner if he

assumed or intended that the provision meant that payment would

be made by the transfer of registered shorthorn heifers, he

responded "I wouldn't characterize it that way".   He testified

that he did not designate, in the provision, the class of cattle

with which payment was to be made because he was focusing on
                               - 13 -

trying to draft a document for the basis of settlement.   We find

that, although the agreement does not provide a specific method

of payment on the notes, the parties have stipulated that the

payments were made by the transfer of cattle.

     Ordinarily, a stipulation of fact is binding on the parties,

and the Court is constrained to enforce it.   Rule 91.   The Court

will not permit a party to a stipulation to qualify, change, or

contradict the stipulation except where justice requires.    Rule

91(e).   The interpretation of a stipulation is determined

primarily by ascertaining the intent of the parties by applying

rules of contract law.    Stamos v. Commissioner, 87 T.C. 1451,

1455 (1986).

     As we understand petitioner's argument, he claims that the

"cattle" transferred in payment on the notes as stipulated were

not culled cows or calves but were registered shorthorn heifers

and, therefore, not covered by the agreement.   Petitioner argues

that there is no gain to be recognized from the transfers because

the Bales decision does not apply to this class of cattle.    We

disagree.

     Petitioner has stipulated that the cattle transferred had a

zero basis.    Thus the transfers result in ordinary income to the

partnerships regardless of whether the cattle are heifers or

culled cows and calves.   A stipulation may be set aside where it

is clearly contrary to the facts disclosed on the record.     Cal-

Maine Foods, Inc. v. Commissioner, 93 T.C. 181, 195 (1989).     The
                               - 14 -

evidence offered by petitioner consists of bills of sale from the

partnerships to the Ranches corresponding to the cattle that

petitioner claims were transferred in payment on the notes.    The

bills refer to the cattle as "registered shorthorn heifers".    The

bills of sale do not indicate the partnerships' basis in any of

the cattle.   The facts in this record do not show that the

partnerships made payment on the notes with cattle other than

those with a zero basis as stipulated.   Accordingly, they must

recognize gain in the amounts of the payments of interest and

principal on the notes.

     Petitioner's argument concerning the terms of the agreement

and stipulation is not entirely clear, and we will briefly

address the alternate argument we think he may be attempting to

make.   The argument can be summarized as follows.   The agreement

sets out the number of cattle subject to depreciation on an

annual basis.   As stated in the petition, the partnerships sold

registered shorthorn heifers that had been held for breeding

purposes for over 24 months in payment of the notes.   These

cattle would be depreciable.   Because the number of cattle

subject to depreciation does not decrease in correlation to the

cattle transferred in payment on the notes, the agreement does

not provide the partnerships with sufficient cattle to make such

payments.   Therefore, the payments could not have been made under

the binding terms of the agreement.
                               - 15 -

     We are not persuaded by this argument.     Even if the cattle

transferred were depreciable registered shorthorn heifers,

petitioner has stipulated that the cattle had zero basis, and as

explained above, we will not set aside this stipulation.

Therefore, the cattle would be fully depreciated and outside of

the provision limiting the number of cattle held subject to

depreciation.

     In the alternative, petitioner argues that because

respondent calculated lower interest payable by the partnerships

for the years in issue consistent with the agreement, in some of

the years they paid cash to Hoyt & Sons Ranches in excess of the

amounts due.    This cash, petitioner asserts, should be applied to

any future principal and interest due on the notes payable to

Hoyt & Sons Ranches before the partnerships recognize any

ordinary income on the transfer of cattle in payment.

     Respondent argues that the stipulation clearly negates any

claim that the partnerships made payments on the notes with cash,

and that they are bound by the stipulation.

     The Court will hold the parties bound by a stipulation

unless justice requires otherwise.      Rule 91(e).   The Court may

modify or set aside a stipulation which is clearly contrary to

the facts revealed on the record.    Cal-Maine Foods v.

Commissioner, supra.

     Petitioner attached schedules entitled "Partnerships Cash

Reconciliation" to petitioner's posttrial brief for each of the
                               - 16 -

years 1980 through 1986.    This exhibit is not considered to be

evidence.   Rule 143(b).   Petitioner also argues that the

stipulations entered in another case are evidence in support of

his position.   Stipulations have effect in the cases only in

which they are entered and are not binding for any other purpose.

Rule 91(e).   Therefore, the stipulations from the other cases are

not evidence in these cases.

     Petitioner has offered no other evidence to show that any

cash was paid to Hoyt & Sons Ranches.    The only evidence

introduced by petitioner are the bills of sale detailing the

number of cattle transferred as payment on the notes.    Moreover,

petitioner stipulated that the payments at issue were made by

transferring cattle, not cash.    This stipulation is not clearly

contrary to the facts disclosed on the record.    Therefore, we

find that the partnerships made interest and principal payments

beginning in the sixth year of the notes payable by transferring

cattle.   They must recognize ordinary income on the transfer of

cattle in the amounts stipulated.

     To reflect the foregoing,



                            An appropriate order and decision

                     will be entered in each case.
                                               - 17 -

                                              APPENDIX



                                           Taxable                         Adjustments
                                           Year       Investment   Ordinary   Separately Stated
Docket No.       Partnership               Ending     Tax Credit    Income    Partnership Items

8916-89      Washoe   Ranches #1,    LTD. 11-30-85    $11,895      $218,117      $485,223
               "               "          12-31-85     11,895       218,117       485,223
             Washoe   Ranches #2,    LTD. 11-30-85     11,896        79,469       265,669
               "               "          12-31-85     11,896        79,469       265,669
             Washoe   Ranches #3,    LTD. 11-30-85     11,895        91,326       240,251
               "               "          12-31-85     11,895        91,326       240,251
             Washoe   Ranches #4,    LTD. 11-30-85     11,896       158,182       369,043
               "               "          12-31-85     11,896       158,182       369,043
             Washoe   Ranches #5,    LTD. 11-30-85     11,895       219,965       335,823
               "               "          12-31-85     11,895       219,965       335,823
             Washoe   Ranches #6,    LTD. 11-30-85     11,896       150,593       276,179
               "               "          12-31-85     11,896       150,593       276,179
             Washoe   Ranches #7,    LTD. 11-30-85     11,895       153,792       431,917
               "               "          12-31-85     11,895       153,792       431,917

8935-89      Florin   Farms #1, LTD.       11-30-85    11,896       24,672        155,143
               "               "           12-31-85    11,896       24,672        155,143
             Florin   Farms #2, LTD.       11-30-85    11,896       41,535        206,428
               "               "           11-30-85    11,896       41,535        206,428
             Florin   Farms #3, LTD.       11-30-85    11,896        2,216        310,697
               "               "           12-31-85    11,896        2,216        310,697
             Florin   Farms #4, LTD.       11-30-85    11,895       13,703        148,332
               "               "           12-31-85    11,895       13,703        148,332
             Florin   Farms #5, LTD.       11-30-85    11,896       12,586        167,561
               "               "           12-31-85    11,896       12,586        167,561
             Florin   Farms #6, LTD.       11-30-85    11,895       15,753        156,301
               "               "           12-31-85    11,895       15,753        156,301
             Florin   Farms #7, LTD.       11-30-85    11,896      604,325        503,400
               "               "           12-31-85    11,896      604,325        503,400

8936-89      Durham   Farms #1, LTD.       11-30-85    11,896       72,790        210,319
               "               "           12-31-85    11,896       72,790        210,319
             Durham   Farms #2, LTD.       11-30-85    11,896       71,840        256,102
               "               "           12-31-85    11,896       71,840        256,102
             Durham   Farms #3, LTD.       11-30-85    11,896       57,423        217,567
               "               "           12-31-85    11,896       57,423        217,567
             Durham   Farms #4, LTD.       11-30-85    11,896      164,953        258,611
               "               "           12-31-85    11,896      164,953        258,611
             Durham   Farms #5, LTD.       11-30-85    11,896      324,464        333,433
               "               "           12-31-85    11,896      324,464        333,433
             Durham   Farms #6, LTD.       11-30-85    11,896      299,310        374,454
               "               "           12-31-85    11,896      299,310        374,454

21998-89     Florin   Farms   #1,   LTD.   12-31-83     -0-         41,066         96,375
             Florin   Farms   #2,   LTD.   12-31-83     -0-         62,162         94,525
             Florin   Farms   #3,   LTD.   12-31-83     -0-         34,722         54,000
             Florin   Farms   #4,   LTD.   12-31-83     -0-         50,507        101,275
             Florin   Farms   #5,   LTD.   12-31-83     -0-         54,115         94,250
                            - 18 -
Florin Farms #6, LTD.   12-31-83     -0-    30,326   87,675
Florin Farms #7, LTD.   12-31-83     -0-   562,528   10,675
                                             - 19 -
                                             Taxable               Adjustments
                                              Year      Ordinary      Separately Stated
Docket No.        Partnership                 Ending     Income       Partnership Items

21999-89     Florin   Farms   #1,   LTD.     12-31-84   $ 22,470          $ 94,808
             Florin   Farms   #2,   LTD.     12-31-84     46,564            91,981
             Florin   Farms   #3,   LTD.     12-31-84    (39,154)          140,692
             Florin   Farms   #4,   LTD.     12-31-84     15,831            60,286
             Florin   Farms   #5,   LTD.     12-31-84     23,903            77,635
             Florin   Farms   #6,   LTD.     12-31-84     15,919            66,991
             Florin   Farms   #7,   LTD.     12-31-84    432,052             8,000

22000-89     Durham   Farms   #1,   LTD.     12-31-84    59,778             85,040
             Durham   Farms   #2,   LTD.     12-31-84    93,680            136,399
             Durham   Farms   #3,   LTD.     12-31-84    63,647            125,996
             Durham   Farms   #4,   LTD.     12-31-84    84,268            114,775

22073-89     Durham   Farms   #1,   LTD.     12-31-83    77,738             85,550
             Durham   Farms   #2,   LTD.     12-31-83   109,898            126,000
             Durham   Farms   #3,   LTD.     12-31-83    85,221            147,900
             Durham   Farms   #4,   LTD.     12-31-83   109,583            116,500

26720-89     Washoe Ranches #6, LTD.         12-31-83    83,708            107,350
               "             "               12-31-84    96,188            123,607
             Washoe Ranches #7, LTD.         12-31-83   189,260             26,400
               "             "               12-31-84   194,713            188,129

27676-89     Washoe   Ranches   #1,   LTD.   12-31-83   118,644            136,775
             Washoe   Ranches   #2,   LTD.   12-31-83    89,656            121,325
             Washoe   Ranches   #3,   LTD.   12-31-83    78,042             90,000
             Washoe   Ranches   #4,   LTD.   12-31-83    87,796             98,650
             Washoe   Ranches   #5,   LTD.   12-31-83   121,442            134,800

27722-89     Washoe   Ranches   #1,   LTD.   12-31-84   110,643            192,741
             Washoe   Ranches   #2,   LTD.   12-31-84    64,645            128,443
             Washoe   Ranches   #3,   LTD.   12-31-84    57,014             81,229
             Washoe   Ranches   #4,   LTD.   12-31-84    95,266            117,172
             Washoe   Ranches   #5,   LTD.   12-31-84   120,407            162,146

28133-89     Durham Farms #5, LTD.           12-31-83   178,507             15,325
                 "         "                 12-31-84   130,863              6,000
             Durham Farms #6, LTD.           12-31-83   182,368              6,400
                 "         "                 12-31-84   361,380              8,000

6211-90      Durham   Farms #1,     LTD.     11-30-86    39,084           (105,470)
                 "           "               12-31-86    39,084           (105,470)
             Durham   Farms #2,     LTD.     11-30-86    46,061            (96,471)
                 "           "               12-31-86    46,061            (96,471)
             Durham   Farms #3,     LTD.     11-30-86    35,631            (95,200)
                 "           "               12-31-86    35,631            (95,200)
             Durham   Farms #4,     LTD.     11-30-86    38,509           (101,462)
                 "           "               12-31-86    38,509           (101,462)
             Durham   Farms #5,     LTD.     11-30-86    62,074           (109,353)
                 "           "               12-31-86    62,074           (109,353)
             Durham   Farms #6,     LTD.     11-30-86   136,207            (92,606)
                 "           "               12-31-86   136,207            (92,606)
                                           - 20 -
                                           Taxable               Adjustments
                                            Year      Ordinary      Separately Stated
Docket No.        Partnership               Ending     Income       Partnership Items

6262-90      Washoe   Ranches #1,   LTD.   11-30-86   $66,803          $(129,819)
                 "           "             12-31-86    66,803           (129,819)
             Washoe   Ranches #2,   LTD.   11-30-86    55,302            (86,000)
                 "           "             12-31-86    55,302            (86,000)
             Washoe   Ranches #3,   LTD.   11-30-86    47,599            (80,387)
                 "           "             12-31-86    47,599            (80,387)
             Washoe   Ranches #4,   LTD.   11-30-86    79,117           (128,373)
                 "           "             12-31-86    79,117           (128,373)
             Washoe   Ranches #5,   LTD.   11-30-86    99,665           (142,173)
                 "           "             12-31-86    99,665           (142,173)
             Washoe   Ranches #6,   LTD.   11-30-86    53,692           (101,875)
                 "           "             12-31-86    53,692           (101,875)
             Washoe   Ranches #7,   LTD.   11-30-86    71,240           (133,965)
                 "           "             12-31-86    71,240           (133,965)

7560-90      Florin   Farms #1,   LTD.     11-30-86     14,491           (65,521)
                 "           "             12-31-86     14,491           (65,521)
             Florin   Farms #2,   LTD.     11-30-86     39,052           (79,058)
                 "           "             12-31-86     39,052           (79,058)
             Florin   Farms #3,   LTD.     11-30-86      1,463              -0-
                 "           "             12-31-86      1,463              -0-
             Florin   Farms #4,   LTD.     11-30-86   (136,597)         (190,926)
                 "           "             12-31-86   (136,597)         (190,926)
             Florin   Farms #5,   LTD.     11-30-86     17,824           (67,966)
                 "           "             12-31-86     17,824           (67,966)
             Florin   Farms #6,   LTD.     11-30-86     13,139           (54,827)
                 "           "             12-31-86     13,139           (54,827)
             Florin   Farms #7,   LTD.     11-30-86    327,127          (147,715)
                 "           "             12-31-86    327,127          (147,715)
