sly, i think your partially right. the part about being taxed at the individuals rate is correct; however, whether the s-corp pays the profits out or not is immaterial. and, if i'm not mistaken, the monies received are considered distributions and i'd be surprised if the new proposal actually contemplates exempting those monies from taxation. if, in fact thats their intent, my next phone call will be to my tax attorney!(GG) LEON