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@VolvoGirl  -  Thanks for the quick reply.  I have visited the "Other Tax Situations" and "Underpayment Penalties" section many times.  (I even "Clear & Start Over" my entire return with the same penalty result).  I do not "Annualize Income".  I do not think I should treat "Actual Withholdings" as paid in four equally quarterly installments vs withheld either (?).   Haven't in the past.  I have a W-2 that takes withholdings throughout the year (twice a month) and a varying bonus (w/ withholdings) that can fluctuate.  Some dividends that are higher is year and have some vested company stock.  Very similar to last year where I only paid $106.