0511026 Informal Interpretation

From:(redacted)

Sent: Tuesday, November 29, 2005 2:39 PM

To:Verne, B. Michael

Subject: HSRquestion

Mike,

I have a quick HSR question that I hope you can help answer.We have a transaction where one entity is selling its 48% partnership interestto the entity that currently has 52% of the partnership interest. The originalacquisition of the 52% partnership interest was not reportable under the oldrules, and, since the acquiring and acquired person in the proposed transactionwould be the same, I assume the acquisition of the 48% interest would be exemptunder 802.30. Is this correct? I appreciate your help. Thanks much.