[DATE]

Certified Mail

Return Receipt Requested

Internal Revenue Service

[ADDRESS]

Re: Revocation of S Corporation Election

[CORPORATION'S NAME]

[EMPLOYER IDENTIFICATION NUMBER]

Dear Sir/Madam:

[CORPORATION'S NAME] (the "Corporation"), [CORPORATE ADDRESS], previously made an election pursuant to IRC § 1362(a) to be an S corporation. Pursuant to IRC § 1362(d), the Corporation hereby revokes its election as an S corporation. The revocation is effective [DATE].

At the present time, the Corporation has [NUMBER] shares of its common stock issued and outstanding. Enclosed are consents signed by each of the persons who together own more than 50% of the issued and outstanding shares of such common stock.

Please acknowledge receipt of this letter by stamping and returning the enclosed copy of this letter.

[CORPORATION'S NAME]

[STATE] corporation

by:

[OFFICER'S SIGNATURE & TITLE]