October 10, 1978

In your letter of August 21, 1978 you request a ruling with respect to the liquidation of [A] Trust into the [B Corp.].

[A] Trust is a Massachusetts trust with transferable shares. It was organized on April 29, 1966. [B Corp.] is a Massachusetts business corporation organized on August 16, 1978.

[B] has acquired all the shares of beneficial interest of [A] and proposes to liquidate [A] into its parent [B] pursuant to Internal Revenue Code Sections 332 and 334.

Based on the facts set forth herein and in the request for ruling, it is ruled that if there is no federal tax upon the liquidation because of the provisions of Section 332 of the Code, no gain or loss will accrue to either [A] or [B] for purposes of Massachusetts taxation because of the liquidation.

Very truly yours,

/s/Laurence D. Fitzmaurice

Laurence D. Fitzmaurice
Commissioner of Revenue

LR 78-15