Andre Bureau – Chairman Ian Greenberg –President, CEO Jacques Parisien –Group President, Astral Media Radio, Astral Media Outdoor Alain Bergeron –V.P. Brand Management, Corporate Communications Robert Fortier –V.P. Controller Claude Gagnon –Senior V.P., CFO

Scott Cuthbertson –TD Newcrest Jason Jacobson – GMPSecurities Adam Shine –National Bank Financial [Paul ? – GenuityCapital Markets] Joel Sutherland –Merrill Lynch Drew McReynolds – RBC Capital Markets [Ben Mobile –Thomas Weisel Partners] David McFadden – CoremarkSecurities [Eric Menkie – UBS] [Maryann Godwin – OctagonCapital] [Eric Bernofsky –Desjardins Securities]

[French Translation NotAvailable] Good morning ladies and gentlemen, welcome to Astral Media’s fiscal2008, first quarter fiscal results conference call. (Operator Instructions) It is now my pleasure to introduce Mr.Andre Bureau, Chairman of the Board of Astral Media, please goahead sir.

Good morning everyone. I am Andre Bureau, Chairman of the Board of Astral Media and I am joined this morning by Ian Greenberg,President and Chief Executive Officer, Jacques Parisien, Group President,Astral Media Radio and Astral Media Outdoor, Alain Bergeron, Vice President ofBrand Management and Corporate Communications, Robert Fortier, Vice PresidentController. Claude Gagnon, our Senior Vice President and Chief FinancialOfficer is under the weather today and will not be joining us although as I know him, he will probably be listening somehow. On behalf of all of us here in Montreal I would like to welcomeyou to this fiscal 2008 first quarter conference call. In a few moments, Ian will comment on the overall results after which we willproceed to the question and answer period. Asusual we will take questions first from analysts them from media. [FrenchTranslation Not Available]

Merci Andre, good morningeveryone and thank you for joining us. There is a lot of information on numbers in the press release and the MD&A. I will not repeat them butlet me give you a quick overview of our first quarterof fiscal ’08. Our unwavering commitmentto continue this company, to grow this company either organically orby acquisition is well demonstrated in the results of this past quarter.Indeed we are delighted by the strength and the balance between the contributions of each business unitto the achievement of those strong results. I’m particularlypleased by our overall 20% increase in revenue which includes an 8% organic component and by our 24%EBITDA growth of which 10% is organic. Now what does this tell us?First, that our strategy to combine accretive acquisitions with a continued commitment to organicgrowth is the appropriate one. Second, that ourfocus on execution is stronger than ever thanks to the commitment of more than 2,800employees and one of the best management teams in the business. Last, that we have feltthat we have the right mix of media assets and the footprint to deliver on ourcommitment [inaudible] the advertisers and consumers acrossCanada. Our leading positions in television and radio as well as ourstrategic positioning in outdoor advertising provides Astralwith a true competitive advantage. A few other points, firstly werecorded one month of contribution from the radio assets acquired from Standardon October 29, 2007. While it is only one month, it is still a good indication of the quality and the performing nature of these assets,with revenues up 4.4% to $18 million compared to the same month last year. And an EBITDA contribution of $6.7 millionwas recorded for Standard during this same one month. Secondly the Toronto Street Furniture program has been fully integrated into ouroutdoor advertising activities since September 1, 2007. While we still have a lot of new advertising phases tolaunch during the course of fiscal ’08, we have alreadyenjoyed the benefits of a better critical mass of welllocated advertising [places] in the GTA. So in summary we are absolutely delighted with our Q1results and we feel we have the right strategy and the right assets to continue to achieveour objectives. Andre?

Thank you Ian, I would nowlike to open up the call to questions. As I indicatedearlier, we will begin with questions from analysts followed by questions from the media.

[French Translation NotAvailable] Your first question comes from [Paul ? – Genuity Capital Markets] [Paul ? – Genuity Capital Markets]: Good morning, just a couple of questions. You guys had a Pay TV Preview period in November, I was just wondering if you cancomment on the uptake subsequent to that of course, you usually don’t see the impact until January or February? Is thereany colour you can provide there, that would be great? Also, on the Radio, I was wondering if you can justcomment, I know you guys don’t like to comment on pacings, but just give us a broad view of the outlook. We keep on hearing about softretail and automotives because of the Canadian dollar and so on, but the TRAM Reports keep on looking pretty solid so I would just lead off with that.

Alright, Paul as I’vementioned that the preview first of all this year was a month later than last year and so there comment about the results being better known in January and February for the preview I think are accurate. I think the one thing that I just want to make clear,Sopranos seems to take up a lot of note as to why the rate growth has dropped and the fact is in the first quarter we did not see a loss of any subscribers. And second of all,it’s an interesting note that probably many people are not aware of that when you talk about The Sopranos specifically, over 50% of HBOsubscribers never watch The Sopranos, which speaks of the strength of the overall Pay category that people buy Pay for it’s overall offering, not just onespecific program. We have the pleasure of having Jacques Parisien, who isPresident of our Radio group here today, so I’ll let him handle the second one except that you’re right, we do not give guidance either by segment or for the company and that remains our policy. Nevertheless,Jacques is free to give any colour he may choose.

The only colour that I can give [inaudible] the market seems to be a bit softer in advertising overall not only Radio in Canada, but nothing more specific on thatpertaining to Radio. [Paul ? – Genuity Capital Markets]: Okay and maybeJacques while you have the floor, maybe you can also comment on TQS, the impact it might be shutting down and the impact you would see on Quebec radio as a whole.

Well again its speculation.I’m not sure yet if they will close down or someone will show up before thatand if it does close down, there are so many options we can all look at as to the impact it will have on Quebec media; too speculative. [Paul ? – Genuity Capital Markets]: Okay great, I’llleave it there thanks.

Your next questioncomes from Jason Jacobson – GMP Securities Jason Jacobson – GMP Securities: Good morning, just the first question on the Toronto Street Furniture contract, I’m justwondering if you can add a little bit more colour, tell us how it’sdoing versus your expectations. And how your rates compared to the previous owners of those street furniturefaces. I’m just wondering what advertiser response has been like if the rate did increase and how that’s looking intoQ2. Then the second question is just on T.V. the operating expense growth was containedpretty well at 6%, I’m just wondering if that is a reasonable run rate for the rest of the year.

Let me start with Toronto Street Furniture, firstof all the question of whether it has met our expectations, the answer is yes. The rates, the fact is we’re going to be offering a different product as we go down the stream here because over the course of the fiscal year, probably mostly in the second half, we’ll be adding new structures to enhance what wetook over from [CSB]. The fact of life is the quality and the positioning of outdoor furniture will be changing in Toronto which means that the prices will change because there will not be the kind of – whether its park benches orgarbage cans on the streets, those kinds of structures will disappear over time. So if you look at that in the mix, overall we’ll be looking for increased rates because we’ll be offering, actually lesser amounts ofstructures on the streets and of a much higher quality. But as far as we can see so far, it’s met all our expectations and we expect that tocontinue but as you know it’s hard to predict past quarters in that particular business. Can you just repeatthe second part of your question? Jason Jacobson – GMP Securities: Yeah, it was just on T.V. and the operating expenses, I’m just wondering if6% growth overall is something we can expect for the rest of the year.

Well we certainlyhope so. As you know, I know there have been predictions that our cost would increase overall in T.V. We’ve been able to manage that whilethere have been some on the programming side, we’ve been able to coverthat by more efficiencies in the operations, and that’s our goal. It’s hardto predict whether it will or won’t but that certainly is our goal. Jason Jacobson – GMP Securities: Okay, thank youvery much.

May I include onthat last question that this run rate includes the additional 50% of Music Plus, so if you’re looking on an organical basis, you’re looking more at 2% increase in costs.

Your next questioncomes from Scott Cuthbertson – TD Newcrest Scott Cuthbertson – TDNewcrest: Good morning,thanks very much. I guess I’ll start out with a couple of regulatory questions if I may. Ijust wondered what you thought the potential positives and negatives could be for your business from the upcoming BDU Hearings and also I heard,somebody told me that the Appeal Hearing in December seemed to be kind of sympathetic to the CRTC’s position, I just wondered if youcould give us any colour on those two issues?

Scott, I’ll justanswer the second one, are you referring to Part 2 fees when you talk about the sympathy of the courts? Scott Cuthbertson – TDNewcrest: Yes.

Okay, I’ll justhandle that one, the CRTC fees. Number one, as you know we have chosen to still accrue CRTCPart 2 fees that will be our position until there is a final decision from the courts. So while they are sympathetic doesn’t really change our opinion that until it settles, we will continue our conservativefashion to accrue fees for Part 2 fees. The other question of course I’ll leave toAndre.

Well the April hearing on the review of Pay, Specialty, VDU, Over-The-Airwill include a number of pretty fundamental issues. We expect to be involved in all of the four categories of issues there and wedon’t expect anything that will be harmful to our operations. We have, thereis a need for some reviews. There is a need for some simplification of rules.There are some rules that were meant to be very useful a few years ago that are not of the same use today and we will be prepared to abandon them. We don’t see that hearing as too dangerous for us. On the contrary, we believe that we will come outwith streamlined type of approach, regulatory approach, and we will surely be working at that. Scott Cuthbertson – TDNewcrest: Okay, thanks verymuch for that colour. The other question I had is just with the launch of Disney Playhouse and TELETOONRetro, first of all I just wondered if you could quantify any costs that won’t be recurring in the quarters to come associated with thoselaunches and also just wondered, what’s the impact if any on the strategy for the Family Channel with the launch of Disney Playhouse.

Okay we’ll takethem one at a time Scott, first of all, the cost in sort of attributed to these channels are insignificant in this quarter and will be for at least the next quarter. So these are start-ups but we’ve arranged the cost side to be sort of matching revenue side so there will not be any material either costs or revenuesynergies in the first half of the year. Insofar as Family there’s absolutelyno affect on Family because first of all, neither Family or the Multiplex channel Playhouse Disney receiveany advertising income. Second of all what happened on Family Channel is thatfrankly we had programming which we didn’t have space for and Disney has been producing a lot of programming for the two to seven age group which franklyweren’t – we didn’t have any space for. So after discussing it with Disney it seemed appropriate that we could have a channel dedicated to the younger age group; two to seven, and takeall, most of that programming away from Family. Family is basically appealingto the tween demographic which is in the eight to 13, 14 category. So they are complimentary, completely differentdemographic and both of them will have terrific programming and Family Channel has just enjoyed tremendous success. We expectas we roll out Playhouse Disney to more affiliates that will also be a very popular channel to the two to seven category. Scott Cuthbertson – TDNewcrest: Thanks Ian, that’shelpful. Just one last one if I may, you saw good margin improvement in both Radio and Outdoor divisions, justwondered if you could give us any indication of your expectations for the year for the margins in these two businesses.

Well the Radio one is self-evident with the inclusion of Standard and so we would hope that would continue. And in the case of Outdoor, you know Outdoor isbasically relatively small numbers compared to our other two divisions. It’s a volatile business where margins can change quite dramatically because of the volume from quarter to quarter. Needless tosay we are pleased with the results of both. We will do everything is our power to make sure it continues, but it’s very hard to predictwhether it will remain at that level for every quarter. Scott Cuthbertson – TDNewcrest: Thanks very much.

Your next questionscomes from [Ben Mobile – Thomas Weisel Partners] [Ben Mobile – Thomas Weisel Partners]: Hi guys, goodmorning, a couple of questions and I just wanted to make sure I heard the numbers right, Ian you said that the revenue at Standard for the October 29th to November 30thtime period was up 4.4% and EBITDA was up 6.7%?

No I didn’t say that. The revenues are up 4.4%. I said the EBITDA was $6.7 million for the month. I did not give a percentage compared to last year becausefrankly the way they did accounting is quite different than the way we do it. So in the case of EBITDA I gave you an absolute number without a corresponding number of the previous year. [Ben Mobile – Thomas Weisel Partners]: Okay and $18.7million was the revenue that came from Standard in the month, correct?

I think I said $18million.

I think I said $18million. [Ben Mobile – Thomas Weisel Partners]: Okay…

Represented a 4.4% increase over the previous year. [Ben Mobile – Thomas Weisel Partners]: Okay great. Willyou provide us with sort of same property revenue growth if you had ownedStandard on day one if you will, or on September 1st if you will?

Well no becausefrankly how they did business the previous year and even before we took over,how they do their accounting is different. We will try to give you for the balance of this year, on a quarter by quarter basis going forward the comparisons from year to year. But there isno way we’re going to get into the previous months where we did not own the company. [Ben Mobile – Thomas Weisel Partners]: Okay, fair enough.And then I think so the second question from me is just in terms of Pay TV. If you look across your various VDUproviders, can you give us a sense of where you see room for higher penetrations compared toothers when we see that Rogers has much higher say digital cable, subscribed penetration rate than say Coegico and Videotron. Can you give us a sense of what kind of initiatives you’reworking on with say some of the other cable companies like Coegico and Videotron to move up the TMN penetration rate?

Well first of all if you look at Rogers while they have a high digital rate, the penetration of Pay still leaves a lot of room for growth in the future particularly with our SVOD offering,which as you know offers basically all of our programming on as SVOD basis. So we’re running under 50% penetration ofRogers so we see a lot of growth going forward from fronts. Number one, to get more than the 50% or 55% of people who are digital subscribers who don’t have Pay and the continued growth of the digital base in the Rogers systems as well as with Coegico andVideotron. So frankly, our challenge is to follow-up on the growth explosion that they’ve had in digital boxes and make sure we get the digital, penetration of Pay in those digital boxes to over 50%. [Ben Mobile – Thomas Weisel Partners]: Okay fair enoughand then last question, I know it’s obviously early days in terms of how Q2 is fairing up, are you seeing yet any kind of benefit from the Writer’s strike and sort of limited moreoriginal programming or new programming on conventional, any kind of flow of that into either your Pay TV viewing or into your Specialty viewing?

I don’t think so Ben, the same way I gave you an answer that people don’t cut off Pay because Sopranos is not there, it would be much too early in the game to have any indication as to whetherwe’re going to have any benefit of that. Frankly my own view is I hope it’sover sooner rather than later. On the one hand I must tell you that on the francophone side none of our Frenchservices are affected by the strike because the unions in Quebec have already signed an agreement and for that matter, on the Animated side again it’s a separate union so that will have no affect on the Animated side. [Ben Mobile – Thomas Weisel Partners]: Okay great, thanks a lot guys.

Your next questioncomes from Joel Sutherland – Merrill Lynch Joel Sutherland – Merrill Lynch: Good morning, just a question on the debt, I wanted to know if the notional amount on your derivative contractis going to match the predetermined repayment schedule on the underlying debt so that you’re not going to have any overhang.

Right.

Did you get the answer? Joel Sutherland – Merrill Lynch: That is correct,sorry I didn’t hear. And then the second question was on the pensions and forgive me if you guys answered this in the last call or previous disclosures, but isthere an order of magnitude that we can think of on pension costs, i.e. is it closer to $1 million or $10 million forStandard?

Can we get back to you on that one? Joel Sutherland – Merrill Lynch: Yeah. Okay thankyou very much, that’s it for me.

Your next questioncomes from Drew McReynolds – RBC Capital Markets Drew McReynolds – RBCCapital Markets: Good morning, a couple of follow-ups here, just on the television expense gross side 2% organicyear over year, it just seems like versus our previous expectations heading into fiscal‘8, you [inaudible] for that matter, are just outperforming on the expense growth, is there something going onhere with respect to Q1 specifically or is this something that could be sustainable as we go through the year?

Well there’snothing going on. We hope it’s sustainable. The fact is when we have increases in one area of expense we try to curtail otherexpenses and that’s just good management. We will endeavor to continue that. Ifthere is no other hidden agendas or hidden tricks in any of the numbers. Drew McReynolds – RBCCapital Markets: Okay, I wasn’timplying that, just more one-time or something….

No, there are no one-time events that took place Drew in the first quarter, it’s a manner of managing overheads in all areas not only programming and I think ourteams have, as is evident, have done a great job. Drew McReynolds – RBCCapital Markets: Okay, and just on the Outdoor side of the equation, just maybe a couple of comments on how the Outdoor operation excluding the Toronto contract performed in the quarter.

Well obviously ifyou look at the results, we’re absolutely delighted because what this now does is it gives us a solid platform in which to attract advertisers particularly in the GTA, the greater Toronto area. So the combination of the billboards that we had previous to the Toronto Street Furniture contract and the addition of all the bus shelters and even looking forward ofcourse to what we’ll be building out this year and for years to come, makes us a real player in the GTA market and so we feel confident about having this kind ofplatform for the first time in the history of Astral Media Outdoor in the Ontario market. So we’re bullish on it. Other than thatthere’s not really much more colour I can give you. Drew McReynolds – RBCCapital Markets: Okay on the corporate cost side, is there any forecast in increase in corporate costs related to the Toronto Outdoor standard that is comingdown the pipeline here?

The answer to that is no. Drew McReynolds – RBCCapital Markets: Okay and my lastquestion on the BC television stations, just wondering what you’re planning to do with those stations.

Well, it’s a good question but frankly they’re so insignificant in the overall mix of revenue, costs and synergiesand profits that frankly it’s something that we’ll get to at some point. We’ve got much bigger issues tomake sure that things, that the integration goes more smoothly. They makemoney, they’re not losing money, and so it is not one of our priorities for the future. But we will sort of address ourself to the issue obviously [two] television affiliate relationships is not reallypart of the core business of Astral. Drew McReynolds – RBCCapital Markets: Okay, thanks verymuch Ian.

Your next questioncomes from David McFadden – Coremark Securities David McFadden – Coremark Securities: Hi, pretty much all of my questions have been answered just oneon the corporate costs, excluding the stock-based comp, what do you think the number is going to be approximately in fiscal ’08?

While we are looking at it, can we give the answer to Bill… [Unidentified Speaker]: Well maybe on the previous question on the pension play for the employees at Standard, we’re looking on an annual basis at 1.8% so for 2008 we’re going to have ten months of operations so we’re looking at 1.5% and for that specific question on the corporate costs, we’ll get back to you. David McFadden – Coremark Securities: Okay thanks.

Your next questioncomes from [Eric Menkie – UBS] [Eric Menkie – UBS]: Good morning, mostof my questions have been asked, just on the Outdoor, more specifically Outdoor Radioand the contract, have you got any feedback fromany of your advertisers through your sales people on how people are responding to your new bundled offering?Have you seen an uptake with more people taking all three offerings?

Well we’ve just as a matter of fact have started to offer thatto the advertising community in Toronto and the action so far has been very encouraging. We’re positive aboutit. It’s quite unique to have the opportunity for an advertiser to cover the local market of the greater Toronto area with outdoor and withradio stations. But the radio operators as well as the outdoor operators are having their first attempt at it. It’s been two months now since we’vetaken over the radio stations and more jobs are to be done but we’re very positive about the first two months. [Eric Menkie – UBS]: Thanks and just onequick follow-up, you may give us an idea of your economic assumptions whenyou’ve been looking at your budgets for 2008?

They fall in line with what we’ve seen as in increase [inaudible] and GDP. Frankly wedon’t sort of fall back on following exactly where the economy is. We set our targets for our selfbased on us getting larger shares in all the businesses we’re in. This is a constant goal that we have that we alwayswill have and therefore no matter what happens in the marketplace, hopefully we’ll be agile enough to take advantage particularlyas in Toronto and the Ontario market with our new platforms.Particularly because in Quebec we continue to enjoy excellent ratings and therefore we feelwhether there’s a slippage of a half a point, we still should be able to reach our objectives. [Eric Menkie – UBS]: Thanks very much.

Your next questioncomes from Adam Shine – National Bank Financial Adam Shine – National Bank Financial: Good morning, canyou guys try and isolate the contribution in Outdoor from the Toronto contract in Q1?

I thought we made it clear Adam that we consider the Toronto contract as part of organic growthof our Outdoor division and we have no plans frankly to disclose separatenumbers for Toronto Street Furniture because many times we’re selling a package that includes partly the Toronto Street Furniture structures, partlyour former outdoor signs and therefore it’s impossible to separate it from that point of view. To us it’s just an extension of our Outdoor business in Ontario and we will not be separating that out in the foreseeable future. Adam Shine – National Bank Financial: Okay, fair enoughand just maybe building on a question from Drew earlier, maybe forJacques, in the quarter we saw non recurring integration costs associated with Standardin the corporate cost line of about $.4 million, any way toquantify at this early stage what those costs may be for coming quarters or too early to tellright now?

It’s too early totell right now but they certainly will not be significant. Adam Shine – National Bank Financial: Okay thanks a lot.

Your next questioncomes from [Maryann Godwin – Octagon Capital] [Maryann Godwin – Octagon Capital]: I was just curiousif you keep track of or have any comment on the type of advertisers that are on television and radio, have you seen a shift between the national and the retail as a percentage of the numbers?

Well in radio we have not seen a shift. In television, all our advertisers, nearly all our advertisers are national advertisers; we don’t carry anylocal advertisers on our [unaudible] [Maryann Godwin – Octagon Capital]: None at all. Okay, good thank you.

Well I shouldn’t say none at all, exceptionally. [Maryann Godwin – Octagon Capital]: Okay thank you.

Your next questioncomes from [Eric Bernofsky – Desjardins Securities] [Eric Bernofsky – Desjardins Securities]: Good morning, canyou just update us on some of your leverage targets going forward and how youmight balance that with share buybacks throughout the year?

Well the leverage I believe started off at a little over 2.6 because of the fact that we actually the transaction earlier than we had predictedoriginally with Standard. At the end of this year, each year if we don’t do other acquisitions, that debt will comedown a half a point. So the 2.6, 2.7 will be 2.2. We have in place a share buyback agreement. It’s there to be used on one hand. On the other hand it’s a balancing act where it’s the best, most efficient use of our financial resources.So in any case, whether we do some buyback or don’t do a buyback, the leverage will reduce and reduce anywherefrom obviously between a half a point and .3 or .4. So we have complete freedom to do both, to reduce the debt and to do a share buyback and of course should there byany small tuck-in acquisitions over the next two quarters we also want to have roomto do that. So we feel very comfortable obviously where it is now and with the prediction of where the debt will be going. [Eric Bernofsky – Desjardins Securities]: Okay great thanksand just one more for modeling purposes, can you just remind us what youraverage interest rate is on that new debt is, thanks.

5.2. [Eric Bernofsky – Desjardins Securities]: 5.2? Great, thankyou very much.

It seems that there are no further questions at this time; I will ask Mr. Andre Bureau togive closing remarks.

Thank you. I wouldlike to remind those needing more detailed financial information that the complete unaudited consolidated financialstatement with the related notes and the MD&A are available on our website at www.astralmedia.com.They will remain on the site until January. 2009. If you have any further questions, pleasecontact Alain Bergeron at 514-939-5008 following this call.