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\C846 Lathrop Drive
\CStanford, California 94305

\F0 \C12 January 1973

Mr. Laurence Fordham
Foley, Hoag & Eliot
10 Post Office Square
Boston, Massachusetts 02109

Dear Laurie:

\J	Thanks for the bill.  It was much more than I expected, but I
haven't  dealt with lawyers recently.  I recall that before I started
this trust, etc.  business, I asked you whether  the  legal  expenses
might  not  eat up all the tax savings, and you said no.  It seems to
me that it is rather close. It will take me a while to pay the bill.

	My main objective at present is to incur \F2no more\F0  legal
expenses.   Unfortunately, I don't know what is covered in the bill I
received.   Namely, the bill mentions advice about  gift  tax.    Mr.
Reynolds  told me I will probably have to file a gift tax return, but
nothing about when, for how much or how.  If this will cost  me  more
money to find out, I don't want the information from you.   Secondly,
in August I asked Mr. Reynolds to get all my III stock freed from the
restriction.   I don't know whether he has done this.  Please send me
all my III stock certificates in whatever form they now have,  unless
getting the restrictions removed from them is included in the $1500.

	Enclosed  is  a  copy of a letter to Mr.  Reynolds asking for
reimbursement for money spent on behalf of Sarah McCarthy.  I believe
this  will  clean out the trust, but I am not sure since I have never
received any report of how much money there is in it.    Perhaps  the
trust  would be worth keeping, but since your bill is consolidated, I
have no way of  knowing.     Has  the  trust  itself  incurred  legal
expenses, and has Mr. Reynolds paid them to himself?

	Please  let  me know right away how much stock in III I still
have.  Mr. Reynolds invariably takes many months to do anything.

	What additional legal costs have I incurred  in  getting  the
things  mentioned in this letter done? I realize that legal advice is
expensive, but when legal costs are almost as large  as  the  savings
made, I think you should have let me know sooner how large they would
be.   I still have no idea which of the things \F1Foley, Hoag and  Eliot\F0
did on my behalf were so expensive.\.


\CSincerely yours,



\CJohn McCarthy

P.S. Happy new year.