To provide an election for a special tax treatment of certain S corporation conversions.

Authorizes a qualified S corporation to make a one-time corporate conversion under special tax treatment which shall: (1) in the case of a transfer to partnership form result in no shareholder gain or loss recognition on transferred money or property; and (2) treat other money or property transfers as payment for such corporation's stock.

Requires the partnership to maintain a five- year continuity of business in order to avoid a conversion recapture tax.