A bill to amend the Internal Revenue Code of 1954 to provide for the nonrecognition of gain of the proceeds from the sale of incentive stock to an ESOP if those proceeds are reinvested in such stock, and for an increase in basis for incentive stock held for certain period.

Amends the Internal Revenue Code to allow a taxpayer to elect not to recognize a certain amount of gain from the sale of small business stock to an employee stock ownership plan (ESOP), if the proceeds of such sale are used to purchase other small business stock within 18 months. Limits recognition to that portion of any gain in excess of the cost of such other stock. Requires the reduction of the basis of any such subsequently purchased stock by the amount of gain not recognized.

Limits small business stock to stock in businesses whose equity capital does not exceed $25,000,000.