((My comments in double parentheses - Homer))
 
               LAST WILL AND TESTAMENT OF L. RON HUBBARD
 
                                CD - 11
                              27 May 1994
 
       Redistribution rights granted for non commercial purposes.
 
 
     I, L.  RON HUBBARD, also known as LAFAYETTE RONALD HUBBARD, a
resident of the State of California, declare this to be my LAST WILL AND
TESTAMENT and I revoke all Wills and Codicils to Wills that I have made
prior to making this Will.
 
     FIRST: I declare that I am married; that my wife's name is MARY SUE
HUBBARD, and that any and all references in this WILL to "my Wife" or to
"my spouse" are to her.  I further declare that I have five (5) children
now living, namely DIANA MEREDITH DeWOLF HUBBARD RYAN, MARY SUZETTE
ROCHELLE HUBBARD, ARTHUR RONALD CONWAY HUBBARD, LAFAYETTE RONALD
HUBBARD, JR., also known as L.  RON HUBBARD, JR., also known as NIBS
HUBBARD, also known as RONALD DeWOLF, and KATHERINE MAY HUBBARD
GILLESPIE, all of whom are adults.  I have one (1) deceased child,
namely, QUENTIN HUBBARD, who I believe died without issue.  I further
declare that I have no other children or issue of deceased children,
either living or deceased.  Any of the terms "my children", "children of
mine", or "my child", as used in this Will shall be deemed to refer only
to DIANA MEREDITH DeWOLF HUBBARD RYAN, MARY SUZETTE ROCHELLE HUBBARD,
ARTHUR RONALD CONWAY HUBBARD, and KATHERINE KAY HUBBARD GILLESPIE, and
shall not refer to LAFAYETTE RONALD HUBBARD, JR., also known as L.  RON
HUBBARD, JR., also known as NIBS HUBBARD, also known as RONALD DeWOLF,
QUENTIN HUBBARD ((sic)), it being my intent that LAFAYETTE RONALD
HUBBARD, JR.,also known as RONALD DeWOLF, QUENTIN HUBBARD, and their
issue shall not take under my Will.
 
     SECOND: I hereby direct that my body be cremated and the ashes be
buried at sea.  I direct that my Personal Representative take all steps
necessary to carry out the foregoing as soon as possible following my
death.  Under no circumstances shall my body lie in state or be
subjected to an autopsy.
 
     THIRD: It is my intention to dispose of all property, whether real,
personal or mixed, of whatsoever kind and character, and wheresoever
situated, which I am entitled to dispose of by Will, specifically
including by not limited to the following:
 
     (a) My entire right, title, and interest in and to my name, voice,
signature, photograph and likeness, together with any trademarks and
service marks composed of and/or utilizing same and all registrations
and application for registration of such trademarks and service marks.
 
     (b) My entire right, title, and interest in the nineteen (19) year
period of extended copyright protection and in all copyright rights
provided thereby in all copyrightable works written or created by me
and/or assigned to me prior to January 1, 1978, which nineteen (19) year
period of extended copyright protection is created by 304 of Title 17,
United States Code.
 
     (c) My entire right, title, and interest in the right or ability to
renew, or to file renewal claims for, all copyrights on or in all
copyrightable works written or created by me and/or assigned to me prior
to January 1, 1978.
 
     (d) My entire right, title, and interest in all copyrights on or in
all copyrightable works written or created by me and/or assigned to me
on or after January 1, 1978.
 
     (e) My entire right, title, and interest in all statutory and
common law copyrights on or in all other copyrightable works written or
created by me and/or assigned to me, regardless of when the works were
written or created, including but not limited to copyrights on or in
works covered by 303 or Title 17, United States Code.
 
     (f) All property over which I may have any power of appointment by
Will.
 
     FOURTH: To my dear friends on my personal staff, to my aides, to
officers and executives of Scientology organizations, and to my staunch
friends on staffs and Scientologists, I give my love and continued
support, and my hopes for a better world.
 
     FIFTH: I have this day previously established the AUTHOR'S FAMILY
TRUST-B, by Agreement bearing the same date as this Will, of which I am
the Trustor and NORMAN F.  STARKEY is the Trustee.  In that Trust
Agreement I have provided for the payment of all my debts, expenses of
last illness, succession and transfer taxes, and administration expenses
arising from my estate.  I have also provided therein for certain
benefits for my wife, I hereby direct the Trustee of the AUTHOR'S FAMILY
TRUST-B to pay such debts and expenses from the assets of the trust, as
such assets may be augmented by assets from my probate estate.
 
     SIXTH: I give, devise and bequeath all of the rest, residue and
remainder of my estate, whether real, personal or mixed, and wheresoever
situated, including all lapsed and failed gifts, and including but not
limited to the following:
 
     (a) My entire right, title, and interest in and to my name, voice,
signature, photograph and likeness, together with any trademarks and
service marks composed of and/or utilizing same and all registrations
and application for registration of such trademarks and service marks.
 
     (b) My entire right, title, and interest in the nineteen (19) year
period of extended copyright protection and in all copyright rights
provided thereby in all copyrightable works written or created by me
and/or assigned to me prior to January 1, 1978, which nineteen (19) year
period of extended copyright protection is created by 304 of Title 17,
United States Code.
 
     (c) My entire right, title, and interest in the right or ability to
renew, or to file renewal claims for, all copyrights on or in all
copyrightable works written or created by me and/or assigned to me prior
to January 1, 1978.
 
     (d) My entire right, title, and interest in all copyrights on or in
all copyrightable works written or created by me and/or assigned to me
on or after January 1, 1978.
 
     (e) My entire right, title, and interest in all statutory and
common law copyrights on or in all other copyrightable works written or
created by me and/or assigned to me, regardless of when the works were
written or created, including but not limited to copyrights on or in
works covered by 303 or Title 17, United States Code.
 
     (f) All property over which I may have any power of appointment by
Will;
 
     to the then-acting Trustee, or Trustees, under the AUTHOR'S FAMILY
TRUST-B, earlier established this day by written agreement bearing the
date of this Will.  I direct that the residue of my said estate shall be
added to and shall be held, administered and distributed as part of said
trust, according to the terms of said trust and any amendments thereto
made prior to my death.  It is my intent, if it be permissible, not to
create a separate trust by this Will.  If for any reason said Trust
Agreement shall, as of the date of my death, be ineffective or not in
existence, then I give, devise and bequeath all of the residue of my
estate to the Trustee, or Trustees, named in the Trust Agreement and who
would be acting as Trustee, or as Trustees, thereof if the same were not
ineffective or were in existence, IN TRUST, to hold, manage and
distribute the same in accordance with the terms of said Trust
Agreement, the terms of which I hereby incorporate into this, my WILL,
by reference, as fully as if said Trust Agreement were set forth herein
in its entirety.
 
     SEVENTH: I declare that, except as otherwise provided in this WILL
and in the Trust Agreement establishing the AUTHOR'S FAMILY TRUST-B, I
have intentionally and with full knowledge omitted to provide herein for
any of my heirs who may be living at the time of my death, including but
not limited to, LAFAYETTE RONALD HUBBARD, JR., also known as L.  RONALD
HUBBARD, JR., also known as NIBS HUBBARD, also known as RONALD DeWOLF,
QUENTIN HUBBARD, and all of the issue of such persons.  Further, I have
intentionally omitted to provide herein for ALEXIS HOLLISTER, who may
pretend to be my heir, but in fact is not and never has been my heir.
 
     EIGHTH; If any devisee, legatee or beneficiary under this Will, any
beneficiary under my Trust Agreement, or any legal heir of mine or any
person claiming under any of them, shall contest the Will or my Trust
Agreement, or attack or seek to impair or invalidate any of the
provisions hereof, or thereof, any of these things, then in that event I
specifically disinherit each such person, and all legacies bequests,
devises and interests given under this Will or under my Trust Agreement
to such person shall be forfeited and shall augment proportionately the
shares of my estate going under this Will to or in trust for such of my
devisees, legatees and beneficiaries as shall not have participated in
such acts or proceedings.
 
     NINTH: I nominate and appoint NORMAN F.  STARKEY Executor of this
Will.  Should NORMAN F.  STARKEY be deceased or otherwise unable or
unwilling to act as Executor, a successor Executor shall be selected
from the following persons in the following priority:
 
               1.  Anne M. Broeker
               2.  David Miscavige
               3.  Terri G. Gamboa
 
     An absolute condition for any person's commencing to serve as an
Executor shall be that he or she be an ordained minister of Scientology,
in good standing.  None of the foregoing individuals shall be required
to furnish bond in any jurisdiction for acting as Executor of this Will
or any Codicil to it.  The terms Personal Representative, as used in
this Will, shall be deemed to mean any person or persons appointed as
Executor, Executrix or Co-Executors of this Will, or any Codicil to it,
whenever the context so requires.
 
     In addition to those powers now or hereafter conferred by law, my
Personal Representatives shall have full power to sell, lease, mortgage,
or encumber by deed of trust the whole or any part of my estate, such
sales to be made at either public or private sale, with or without
notice, but subject to such confirmation as may be required by law; and
to hold manage and operate any property or business belonging to my
estate at the risk of my estate and not at the risk of my Personal
Representatives, with any profits or losses therefrom to inure to or be
chargeable to my estate as a whole.  My Personal Representatives shall
be authorized to invest surplus funds, but only subject to such
confirmation as may be required by law.
 
     My Personal Representatives shall continue to hold and operate any
property or business received by them in the form of an entity in which
such business was operated during my lifetime, or in such other form of
entity as they may deem advisable.  My Personal Representative shall
cooperate with my Trustee to provide for the payment of all of my debts
or liabilities in connection with the purchase or acquisition of
interests in partnerships that I may hold at my death.
 
     With respect to stocks and other securities held in the estate, my
Personal Representatives shall have all the rights, powers and
privileges of an owner, including, but not by way of limitation, the
power to vote, give proxies, and pay assessments and other sums deemed
by the Personal Representatives necessary for the protection of the
estate; to participate in voting trusts, pooling agreements,
foreclosures, reorganization, consolidations, mergers and liquidations,
sales and leases, and in connection therewith to deposit securities with
the transfer title to any protective or other committee under such terms
as my Personal Representatives may deem advisable; to exercise or sell
stock subscription or conversion rights; to accept and retain as an
investment any securities or other property received through the
exercise of any of the foregoing powers, regardless of any limitations
elsewhere in this instrument relative to investments by my Personal
Representatives to invest and reinvest the principal and any
undistributed income, and purchase or acquire therewith every kind of
property, real, personal or mixed, and every kind of investment,
specifically including, but not by way of limitation, corporate
obligations of every kind, stocks preferred to common, shares of
investment trusts, investment companies, and mutual funds, and mortgage
participations, which men of prudence, discretion and intelligence
acquire for their own account.
 
     My Personal Representatives shall cooperate with my Trustee to
determine whether any or all of the expenses of administration of my
estate shall be used as federal estate tax deductions or as federal
income tax deductions, and whether any or all of such expenses shall be
used as deductions for purposes of California inheritance tax or
California income tax.  No legatee or devisee or beneficiary under this
Will shall have any right to recoupment or restoration of any loss
suffered as a result of the use by my estate of such deductions for one
or the other of these purposes.
 
     My Personal Representatives shall have the power to file joint
income tax returns with my surviving spouse, and in such event my
Personal Representatives shall not require any contribution from said
surviving spouse of any part of the income tax payable thereon, and to
compromise, settle and adjust claims and demands in favor of or against
my estate.
 
     My Personal Representatives may, in my Personal Representatives'
sole discretion, distribute, upon obtaining a partial or final order of
distribution, any part of my estate ( not specifically bequeathed ) in
kind ( including undivided interests therein ), in cash, or partly in
cash and partly in kind, and the decision of my Personal Representatives
as to what constitutes a proper division of my estate shall be binding
upon all beneficiaries.
 
     TENTH: As used in this Will, the masculine, feminine or neuter
gender, and the singular or plural number, shall each be deemed to
include the others whenever the context so requires.
 
     ELEVENTH: If any provision or provisions of this Will or any
Codicil to it are finally determined to be invalid by a court of
competent jurisdiction, the remaining provisions shall nevertheless be
carried into effect.
 
     IN WITNESS WHEREOF, I have executed this LAST WILL AND TESTAMENT
this 23 day of June, 1986 at Creston (sic) CA.
 
 
 
 
 
 ___(signature and what looks like a thumb print)____
                                       L. RON HUBBARD
 
     THE FOREGOING INSTRUMENT, consisting of thirteen (13) pages,
including the the page signed by the Testator, being page twelve (12),
including the page signed by the witnesses, being page thirteen (13),
was on the date hereof by the said L.  RON HUBBARD, subscribed,
published and declared to be his Last Will and Testament, in the
presence of us who, at his request and in his presence, and in the
presence of each other, sign the same as witnesses thereto.  Each of us
observed the initialing of each page hereof by L RON HUBBARD, the
signing of this Will by L.  RON HUBBARD and by each other subscribing
witness, and knows that each signature is the true signature of the
person whose name was signed.
 
     Each of us is now more than twenty-one (21) years of age and a
competent witness.
 
     We are acquainted with L.  RON HUBBARD.  At this time, he is over
the age of eighteen (18) years, and to the best of our knowledge he is
of sound mind and is not acting under duress, menace, fraud,
misrepresentation, or undue influence.
 
     We each understand that the Testator is executing his Last Will and
Testament.
 
     We declare under penalty of perjury that the foregoing is true and
correct.
 
     Executed on 23 January 1986 at Creston (sic)
 
 
                                               Anne M. Broeker
                                               Patrick D. Broeker
                                               Stephen J. P_fu___(sic)
                                               Raymond Mithoff
 
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Homer Wilson Smith           This file may be found at
homer@rahul.net              ftp.rahul.net/pub/homer/act/CD11.MEMO
Posted to usenet newsgroup:  alt.clearing.technology