Marlene Dooner - IR Brian Roberts - Chairman, CEO Michael Angelakis - EVP, Co-CFO Steve Burke - COO, President, Comcast Cable Communications John Alchin – Co-CFO

Jessica Reif-Cohen - Merrill Lynch Craig Moffett - SanfordC. Bernstein Anthony Noto - Goldman Sachs Spencer Wang - Bear, Stearns & Co. Vijay Jayant - Lehman Brothers Tom Eagan - Oppenheimer & Co. Benjamin Swinburne - Morgan Stanley David Joyce - Miller Tabak & Co. Rich Greenfield - Pali Research Bryan Kraft - Credit Suisse

Welcome to Comcast's third quarter earnings conference call.(Operator Instructions) I will now turnthe call over to Senior Vice President of Investor Relations, Ms. MarleneDooner. Please go ahead, Ms. Dooner.

Thank you, operator and welcome everyone to our thirdquarter 2007 earnings call. Joining me on the call are Brian Roberts, SteveBurke, Michael Angelakis and John Alchin. Before we start, let me refer everybody to slide 2, whichcontains our Safe Harbordisclaimer and remind you that this conference call may include forward-lookingstatements subject to certain risks and uncertainties. In addition, in this call we will refer to certain non-GAAPfinancial measures. Please refer to our press release for the reconciliation ofnon-GAAP financial measures to GAAP. With that, I will turn the call over to Brian Roberts forhis opening comments.

Thanks, Marlene and good morning. The third quarterdemonstrates that our business continues to perform well both operationally andfinancially. When you adjust for acquisitions on an apples-to-apples basis, weposted corporate revenue growth of 12% and cable revenue growth of 11%, andcable operating cash flow growth of 13% this quarter -- pretty strong. We added 1.4 million RGUs, a slight decline from arecord-setting third quarter in 2006. Year-to-date, we have now added over 4.8million RGUs -- up almost 40% -- and we are hoping to deliver about 30% growthin RGUs by the end of the year. Michael Angelakis will cover all of theseresults in more detail. We are seeing increasing competition and a softer economyand as a result, a slightly slower growth rate. But as you step back and thinkabout our business, I really like our position. Over the last 12 months we'veadded approximately $2.5 billion in revenue, and realized $1 billion ofrecurring operating cash flow growth. Having almost doubled RGU net adds lastyear, and as much as another 30% this year, we are now more comfortable thanever that 2007 represents our peak year in terms of capital expenditures as apercentage of revenue and that we will reaccelerate free cash flow growth in2008. We now have a more diverse lineup of products includingfast-growing CDV, and we are establishing new businesses like commercial thatwill sustain healthy growth over the next several years. Steve Burke will coverall of these operational points. So that’s our formula, new products over one network thatdelivers double-digit revenue growth and has delivered for over 12% on averageeach of the last five years. We have the pieces in place to continue to deliveron our growth goals. Today we offer a package of residential video, high-speedInternet and phone to more than 40 million homes in our markets. That is moreservices to more homes than anyone else in the business, and we think that putsus in a great competitive position. We also have the potential to address 5million businesses in the same footprint. With one network, customer serviceand technical infrastructure we have the ability to continue to innovate whileremaining the low-cost provider. So I continue to like our hand and our abilityto continually transform ourselves and grow. If you turn to slide 4, you'll see that our management andour board shares this view and has authorized a $7 billion increase to ourshare buyback program. We now have $8.2 billion available for stockrepurchases. This increase is more than any previous authorization, and I hopedemonstrates a focus on increasing this activity in the next few years. Webelieve our approach to capital deployment is prudent and balanced and optimizesour strategy and our financial goals. This is particularly true given thecurrent market values with the stock trading at near all-time historical lowsin terms of EBITDA multiples and relative to expected growth rates. Additionally, our strategy will preserve our strong balancesheet and credit profile which we view as a critical asset, particularly inthis current economic and competitive environment. So as I said a moment ago,we are very confident about the strength and long-term prospects of ourbusiness. We are realistic about some of the business challenges, but nowheredo I see a more fundamentally strong and growing company in the telecom andentertainment sector. I would like to now hand the call over to Mike Angelakis toreview this quarter's results.

Thank you, Brian. I will begin with our consolidatedresults, so please refer to slide 5. Driven by solid financial results and theimpact of cable acquisitions, consolidated revenue for the third quarter ofthis year increased 21% to $7.8 billion while consolidated operating cash flowgrew 20% to $2.9 billion. Year-to-date, consolidated revenue has increased 28%to $22.9 billion, and consolidated operating cash flow has increased 27% to$8.7 billion. Net income decreased 54% to $560 million, resulting in earningsof $0.18 per share compared to $1.2 billion or $0.38 per share in the thirdquarter of '06. However, for normalized comparison the third quarter of '06included two particular items representing $669 million of after-tax gainsrelated to the Adelphia -Time Warner transactions and the transfer of cablesystems to Time Warner. Excluding these gains, adjusted net income for thethird quarter of '06 would be $548 million, or $0.17 per share. Please refer totable 7(b) of our press release for this reconciliation. Our programming division continues to perform well asrevenue increased 27% in the third quarter to $330 million from $259 million.Programming division operating cash flow increased 11% to $97 million from $87million. Year-to-date, programming revenue increased 25% from $771 million to$966 million, while operating cash flow increased 20% from $196 million to $237million. This improved performance reflects higher viewership, higheradvertising and increased distribution revenue. For corporate and other, which consists of several otherbusiness units, revenue increased 89% to $51 million from $27 million in thethird quarter of '06. This revenue increase is largely due to the activities ofComcast Interactive Media, including the acquisition of Fandango. Corporate andother operating cash flow loss for the third quarter was $143 million comparedto a loss of $96 million a year ago. Included in this loss, however, is a $55million charge related to the anticipated cost and settlement of the previouslydisclosed at-home litigation, which we are very pleased to have now behind us. Please refer to slide 6 as I now review the cable division'sfinancial performance. As always, we are presenting cable results on a proforma basis. Pro forma results adjust only for acquisitions and dispositions, includingSusquehanna, Adelphia-Time Warner, Houston, Sports Bay Area, Sports Channel NewEngland and Patriot Media. Cable results are presented as if these transactionswere effective on January 1, 2006.Please refer to the press release and specifically to note 1 in table 7(a) for details of our proforma adjustments and reconciliation. As you can see from slide 6 the cable division's growthcontinues. Pro forma cable revenue for the third quarter of '07 increased 11%from $6.7 billion to $7.4 billion. Year-to-date pro forma cable revenueincreased 12% from $19.6 billion to $21.9 billion. Cable operating cash flowfor the third quarter increased 13% from $2.6 billion to $3 billion.Year-to-date, cable operating cash flow has increased 13.5% from $7.8 billionto $8.9 billion. Revenue and operating cash flow growth are the two mostimportant metrics in evaluating the strength of our business. To-date ourperformance in these two areas is on track with our expectations despite a morecompetitive and a generally less robust economy. While we remain focused onachieving our previously issued guidance, these factors may have a slightimpact on cable's full year operating results. Cable OCF margins increased above 40% this quarter as theywere 40.2%; a 60 basis point increase above last year's 39.6%. Year-to-date,our cable OCF margins are 40.5%, also up 60 basis points compared to last year.The margin improvement reflects the advantages of our network scale combinedwith strong revenue growth and our continuing success in controlling theoverall growth of our operating costs. Even as we increased headcount, which isup 15% or 11,000 employees and we incur other costs associated with supportinghigher activity levels in new businesses such as commercial services. Please refer to slide 7. As you look at all of our productstogether, in total we added 1.4 million RGUs in the third quarter, a slightdecrease from the record 1.5 million additions reported in the third quarter of'06. Year-to-date through September we've added a total of 4.8 million RGUs,40% above last year's pace of 3.4 million. We ended the quarter with 55.8million RGUs compared to 49.4 million in the third quarter of '06 and 45 millionin the third quarter of '05. We've added over 10 million RGUs in the past twoyears. The 55.8 million RGUs is now made up of 70% video customers,23% high-speed data customers and 7% telephone customers. We expect this shiftor diversification to continue, as we see meaningful growth in the voice anddata customer base. We also remain focused on achieving our goal of adding 6.5million net RGUs for the year, a 30% increase over 2006. The impact on basicsubscriber performance by the factors I previously mentioned, as well as theacceleration of disconnects from circuit switch phone could marginally affectour RGU growth. Let's move on and please refer to slide 8. Total videorevenue increased 6% to $4.4 billion. The increase reflects growth in digital cablecustomers and increased demand for our digital features including On Demand,DVRs, HDTV as well as modestly higher pricing. All of our digital customershave access to On Demand service, and we continue to see healthy increases inmovie purchases. Pay-per-view revenue increased 13% to $184 million in thethird quarter, driven by increasing On Demand movie purchases, offset bysomewhat flat event revenue. The number of basic cable subscribers remained relativelyunchanged at 24.2 million when compared to the 24.1 million in the prior year.For the quarter, basic cable subscribers decreased by 65,000 primarilyreflecting the impact of increasing competition. Compared to last year's 50% digital penetration, we now have61% or 14.7 million of our video customers taking our digital services, havingadded 489,000 digital cable customers this quarter. The incremental revenuegenerated by our digital services is a key driver of video revenue growth andrepresents over 60% of the increase in our video revenue. We are also pleased with the continued financial strength ofour high-speed data business. High-speed data revenues grew 17% to $1.6 billionin the third quarter, reflecting the addition of 450,000 high-speed datacustomers. Year-to-date, revenues have increased 19% from $4 billion to $4.8billion as we have added almost 1.4 million HSD customers this year. That is asmany HSD net additions as in the first nine months of 2006. We ended thequarter with 12.9 million high-speed data customers, and average revenue forHSD subscriber was approximately $43, relatively stable when compared to priorperiods. Phone revenue increased 86% from $253 million to $472million in the third quarter, driven by the growth in CDV customers. This wassomewhat offset by a decline in circuit switch phone revenue as we continue towind down that business line. CDV revenue increased 190% in the third quarterand 264% year-to-date. The negative impact of circuit switch phone declines ontotal cable revenue growth is about 1 percentage point. In the third quarter of '07, we added 662,000 CDVsubscribers, and year-to-date we added 1.9 million, bringing our total numberof CDV customers to 3.8 million. Overall, ARPS increased 11% to $102.24compared to $92.12 in the third quarter of '06. Advertising revenue increased 7% to $407 million in thethird quarter of '07, reflecting the impact of 14 broadcast weeks in thecurrent quarter compared to 13 weeks in the same period a year ago. Excludingthe additional week, advertising revenue would have been flat for the quarter.Year-to-date, advertising revenue is up 1% over the comparable period lastyear. As you know, 2006 included approximately $90 million ofpolitical advertising, which negatively impacted the third quarter of '07 andunfortunately should have an even greater impact in the fourth quarter. Now moving on, please refer to slide 9. Cable capitalexpenditures for the quarter were $1.5 billion, up 19% compared to $1.3 billionin the third quarter of '06. Consistent with historical trends, capitalexpenditures continues to be predominantly variable and revenue driven. During the quarter, we added approximately 1 million digitalset-top boxes, approximately 50% of which were for advanced digital services,such as HD or DVR, which are revenue producing but are not included as RGUadditions. Over the past 12 months, we have deployed almost 5.2 million digitalset-top boxes, which represent approximately 22% of the total boxes we have inthe field. Additionally, we have added over 2.4 million CDV customers duringthe same timeframe, which is the second-most expensive component of our CCE. Year-to-date capital spent on new service offeringsrepresents approximately 71% of residential cable capital expenditures and isdirectly associated with new product development and consumer demand for ourservices. In addition to the increase in CCE and scalable infrastructure,support capital increased more than 50%. This increase relates to theaccelerated purchases of equipment and vehicles to support the additionalemployees necessary to install and maintain our growing number of RGUs. For example, our technical staff increased by4,700 people year on year. We are maintaining our guidance of cable capital expendituresof approximately $5.7 billion for 2007. Importantly, we continue to expectcapital expenditures as a percentage of revenue to peak in 2007. In the third quarter, we generated $524 million ofconsolidated free cash flow. Year-to-date, free cash flow is $1.3 billion,primarily offset by increased capital expenditures, which again are driven byRGU additions. As we finish the year, we expect the fourth quarter will seeadditional growth in operating cash flow and a reduction in CapEx, which willresult in increased free cash flow in the fourth quarter. Our current forecastindicates we will be at least 90% of last year's free cash flow. Please move on to slide 10. During the third quarter wepurchased 22.9 million shares for $600 million. Year-to-date we have purchased70 million shares for $1.9 billion. Year-to-date, we have used 139% of ourconsolidated free cash flow to purchase our shares, and that excludes thefunding of several acquisitions and debt maturities. As Brian previously mentioned, reflecting our continuedconfidence in the business, our board of directors has authorized a $7 billionincrease to our stock repurchase program, bringing the total available to $8.2billion. Since our buyback program began, we have invested $9.2 billion and reducedshares outstanding by more than 13%. Another important metric is how we deploy our financialresources and how we allocate capital so that financial and strategic criteriaare attained. We will continue to take a very disciplined and prudent approachtowards capital allocation. Our goals are to secure our long-term growth; toselectively make strategic acquisitions; and to return capital to shareholders.This represents a very balanced effort. Since 2005, we returned almost $7 billion of capital throughshare repurchases, which is actually 113% of the cumulative free cash flow wehave generated over that same time period. During that time, we have spent over$7 billion on strategic acquisitions. This balanced strategy has resulted inour debt balance increasing by approximately 35% from $23 billion to $31billion. During this period of robust growth in our underlyingbusiness, our leverage ratio has remained relatively stable in our targetedrange of 2.5X to 3X, which has helped us maintain strong investment graderatings. We remain committed to upholding this rating, particularly given thecurrent turbulence in the credit markets, the uncertain economic environmentand the increasingly competitive marketplace. Our strong credit rating allowed us to successfully completeour most recent $3 billion debt offering at relatively attractive terms in anotherwise very difficult credit environment. Since we are deploying in excessof our free cash flow for stock repurchases, these proceeds either have or willbe primarily utilized for funding previously announced acquisitions and debtmaturities. We are comfortable with our current level of debt, and wewill continue to use the financial strength of our business to invest forfuture growth that maintains our competitive advantages while also returningcapital to shareholders. Now I would like to pass the call over to Steve for adiscussion on our operations.

Thank you, Mike. If you look at the third quarter of 2007 in absolute terms, or relativeto our historic unit growth, it was a very strong quarter. However, relative toour expectations going into the quarter, RGUs -- revenue generating units --were slightly below where we thought they would be. We added 1.4 million RGUsduring the quarter. These RGUs equate to over $600 million in additional annualrevenues built into our subscriber base. 1.4 million new RGUs in the thirdquarter were also about double the quarterly growth we had before we launchedthe triple play. RGUs were below where we thought they would be going intothe quarter primarily due to basic subscriber and high-speed data performance. Wethink there are two reasons for this. First, competition has intensified. Welaunched the triple play in early 2006 and for some time the RBOCs andsatellite companies did not compete with our bundle particularly effectively.Now it is clear that they are spending a lot more money, discounting more thanbefore, bundling RBOC and satellite offers and launching two product bundlesthat are getting some traction. The second trend is the effect of a weaker economy. While asa subscription business cable is still recession resistant, it stands to reasonin difficult economic times people are more price sensitive, and on the marginless likely to upgrade or add a second or third product. A slowdown in overallhousing starts also has to have some impact on the industry subscriber trends. The combination of increased competition and a slowingeconomy impacted our RGU net adds during the quarter but importantly thesetrends don't change the fundamental growth prospects of our business. The triple play is still a powerful offer, and it remains atthe center of our strategy. About 14% of all our video customers currently takeall three products. Those customers tend to churn less frequently than doanalog or digital customers. We continue to believe the triple play should beat the center of everything that we do. However, you will see us adapt andsharpen our marketing as our competitors’ activities change. Now I would like to give you an update by line of business,starting with video. While we were up about 24,000 subscribers in the last 12months, we lost 65,000 subscribers during the third quarter versus a gain of 11,000 in the previous year. As slide 12 shows, our 2007 third quarter performance looksmore like 2005 than 2006. While we obviously would have preferred to addsubscribers during the quarter, we also think it is important to put the lossin perspective as we gained over ten times as many phone customers as we lostbasic video customers. Moving on to digital, you will see that we gained 489,000digital subscribers. Our high-def and DVR sales continue to be very strong. Weadded 325,000 digital customers with advanced boxes, which provide either high-defor DVR functionality or both. And today about 40% of all our nearly 15 milliondigital homes now have advanced services. Moving on to high-speed data, as slide 14 shows, we added450,000 subscribers which is up from 332,000 subscribers in the second quarterbut down from 538,000 last year. ARPU was $42.86, which was on par with thethird quarter last year. It does seem like overall high speed data marketgrowth is slowing slightly, but our unit growth is still about 15% per year,and we think there is plenty of growth left in this market. Today, our penetration of homes marketed is about 27% forhigh-speed data. Many people forecastthat eventually 80% of all the homes in Americawill have broadband access. If that is true, and we maintain a 50% market sharein this market -- which we intend to do -- that would equate to 40% penetrationfor our company, a level 50% higher than where we are today. In unit terms,that would mean growing from 12.9 million high-speed data customers today toover 19 million in the future. During the third quarter, 61% of our net adds came from DSL,14% came from other cable companies, and only 25% came from narrow band. We nowthink it is time to introduce a lower speed tier and use it very selectively toget a greater share of narrow band conversion. We also believe we can launch someeffective two-product bundles with just phone and data. Moving on to our telephone business, as slide 15 shows, weadded 662,000 CDV, Comcast Digital Voice, subscribers during the quarter and wenow have about 3.8 million IP-based phone customers. We think there is a lotmore phone growth ahead of us. Our penetration today is 9.4% of the 40.3million homes that we market phone to. Given our success in early markets andthe track record of other cable companies, we think it is reasonable to assumewe reach 25% phone penetration in a few years, which would mean growing to over11 million CDV customers. Moving ahead to financial performance, OCF grew 13% duringthe quarter despite a drag from our wind down of the circuit switch business ofabout 1.5 percentage points. Our margin improved from 39.6% to 40.2% or 0.6%.We are now starting to see good cost improvement as we scale our CDV andcommercial businesses so there should be more margin improvement in the future. At this point, we've successfully completed all of the manynetwork conversions from the nearly 4 million subscribers we inherited fromAdelphia, Time Warner, Susquehanna and Patriot. These systems now havecomparable margins to the legacy Comcast operations. They will also providesome good revenue upside as we launch and market new products now that theconversions are done. Last but certainly not least, our commercial business isstarting to kick into gear. Our total commercial revenue passed $100 millionfor the first time in the third quarter. We have hired and trained 750 businesssalespeople and trained 1,200 technicians to install and service businesscustomers. Each of our 29 operating regions have now introduced Comcastbusiness class as our commercial brand, supporting data, voice and television.Based on our projections, 2008 will be a year of rapid expansion and meaningfulcontribution to our overall OCF growth rate. Looking to 2008 and beyond, we continue to see very solidgrowth. Basic video subscribers will be a game of inches as a mature categorywith lots of competition, but high-speed data, Comcast Digital and Voice andComcast business services should all experience significant growth for years tocome. With intensified competition and so many different product lines,our growth in any single business in any given quarter may not be a straightline. However, if you look at our growth in total, over time it is animpressive story and one that we know will continue for many years to come. Now we will open it up to questions.

Thanks a lot, Steve.Operator, could we now open up the lines for Q&A, please?

Your first question comes from Jessica Reif-Cohen - MerrillLynch. JessicaReif-Cohen - Merrill Lynch: First on the buyback, you didn't mention a timeframe. Canyou comment? Are you planning to use free cash flow as it comes in or can yoube more aggressive? Would you consider a dividend? How are you changing marketing? Steve, I think you saidyou're going to sharpen your marketing, but given the more competitiveenvironment, what changes will you make over the next year?

Jessica, why don't Istart on the marketing side? I think our feeling is that we had a fairly openfield for about a year with the triple play, and then not unexpectedly ourcompetition got better. What they did is they synthetically made a triple play,sort of taking a page out of our playbook. They synthetically made a tripleplay by putting satellite in tightly bundled with DSL and phone. That waseffective. All of the RBOCs have been running two product promotions. By andlarge we have not. Those have been effective. So I think you're going to see us do what we call tripleplay 2.0 which is the next evolution of triple play, and there will be a somenuances and some freshening. I also think you will see us do two products andone product offers more aggressively than we have in the past. The real balance here is to make sure that we continue todrive the business, continue to post the kind of operating cash flow results wedo. But I think there are things we can do to step up the pace of RGUs and youwill see those play out over time. Beyond that, I wouldn't want to get too muchmore specific because it is obviously competitive, and I don't want ourcompetitors to know precisely what our plans are.

On the buybackquestion, Jessica, this year as Mike reported we've spent more than 100% offree cash flow, something like 139% year-to-date on buyback. We also believefree cash flow will grow. In absolute terms, we are hoping to be able to usethe free cash flow. Right now we are preferring buybacks to dividends. The companyhas had a dividend in past years, but so far we've been able to buy back theamount of shares we have, and we right now want to continue to do that. So it is over the next couple years. There is no specificanswer to the question, but we do also believe that we are going to haveincreasing free cash flow and that we do want to keep the leverage roughly inthe range that we described. If you put those together, I think you will seethat it should prove to be larger absolute dollars, which is why we had alarger buyback announcement than we have at any time in the company's history.

Your next question comes from Craig Moffett - SanfordBernstein. Craig Moffett - Sanford Bernstein: Brian, you mentioned in the preamble conversation that yourstrategy is new products on one network. Can we take that to mean thatwireless, which would obviously be a second network, is not part of yourstrategy? Under what circumstances would you see wireless as a necessary partof the strategy?

First of all, it would be wonderful if we had perfectclarity on wireless. I understand that issue, that overhang if you will. We areworking hopefully with Sprint and the other cable MSOs to reach a perfectaltitude if we can in that venture. At the same time, the definition of wireless and what a strategicfit or implication to a cable company is frankly not perfectly clear at thistime. We continue to assess it. There is probably no perfect answer. If youwant to be able to use products throughout the home, you're going to want wirelesscapabilities which is a different network but it is managed and serviced by us.Outside of the home, is it just voice, is it going to be wireless Internet, isit going to be video content? These are questions. Our view is there is no new news today. We are studying it.We are working. We are experimenting. Iwould like to believe we have a solid track record on dealing with these kindsof new issues. We continue to be extremely disciplined when it comes toconsidering any activities. I think our goalis to figure out as an offensive and shareholder creating value, anything wewould do in this space, but at this time there is really nothing new. There is an auction coming up and I think that tends to stirthe pot as people say, am I satisfied with our position? That is really what Ithink has created so much chatter. But frankly there is nothing new. It issomething we are constantly assessing. Ultimately I hope we will present goodalternatives for our consumers that are great for our shareholders. I think that is doable.

Your next question comes from Anthony Noto - Goldman Sachs. Anthony Noto - Goldman Sachs: Could you give us some insights into the competitive impacton those areas that you have the greatest overlap with Verizon or the greatestoverlap with the synthetic bundle that you've talked about in terms of maybethe trends there so we could extrapolate that across the footprint as itincreases from the competitive environment from telcos? Secondly, on the digital phone this is the first quarter inwhich we've seen the net adds decline sequentially 662,000 versus 673,000. Iwas wondering if you could give us some insight there as well? Thank you.

If you look at our subscriber trends by RBOC -- in otherwords Verizon, AT&T and Qwest -- the interesting thing is AT&T andQwest did well versus us, and the disparity between how AT&T performed inComcast systems and Verizon is not that great. Verizon was slightly morecompetitive, but not all that much on video. On high-speed data actuallyAT&T was more competitive than Verizon despite FiOS with us. So I think when you see a very deeply discounted triple playbundle that includes EchoStar from AT&T where they say we are going to givesatellite service away for free for a year -- which is what AT&T was doinguntil fairly recently -- that has an impact in the market. It is interesting when you look at it. It is really all ofthe RBOCs. Qwest got more competitive. Qwest started running more competitivepromotions, as well. If you then look at phone, we don't think we are atcruising altitude with phone. We will be, in my opinion, growing. We aregetting closer to cruising altitude than we were two or three quarters ago whenwe were halfway there. But we will be adding another 10% in footprint, and ourexpectation would be that our phone numbers would continue to grow. But again,it is not going to be 100% linear as it was in the third or fourth inning ofthe growth process. So we would expect future quarters to be higher. But itwill be uneven.

Your next question comes from Spencer Wang - Bear Stearns. Spencer Wang - Bear Stearns: Just to clarify the CapEx in the quarter, I think right now you are run rating to anannual cable CapEx number of about $6 billion as opposed to your $5.7 billionguidance. So is part of that just timing related to the one year advanced digital set-tops added inthe quarter that weren't in the RGU numbers? The second question is oncommercial. Can you give us a sense of what percent of your data and voice netadds were business customers in the quarter? Thank you.

With regards to CapEx, in the fourth quarter we clearlyexpect CapEx to come down, and we are maintaining the guidance we did for theyear on cable CapEx. I think it is a bitlumpy and somewhat accelerated. With regard to the second question on business net adds, wereally have not disclosed those numbers and gone into specifics. I do not think we're going to go into that.

Your next question comes from Vijay Jayant - LehmanBrothers. Vijay Jayant - Lehman Brothers: Steve, could you talk about your bandwidth recapture effortso far really switch digital video and analog recapture, how those rollouts aregoing? Do you have enough bandwidth right now to remain competitive on HD nowgiven what DIRECTV is suggesting? Thank you.

I think the end of your question is the real question. Asthe country increasingly converts to HD -- which is clearly happening at thispoint -- we are anticipating HD sales this Christmas are going to be 30%, 40%,50% higher than they were last year. Once a trend like that happens and theprices come down and the product is so good we would anticipate the high-defconversion to accelerate, not decelerate. One interesting point, more people get high-definitiontelevision from Comcast today than both DIRECTV and EchoStar combined. We areclearly the high-def leader. If you look at our current product assortmentthere may be people who have more channels than we do, but no one has more high-defoptions. If you look at our high-def VOD on a given night you might have 200movies if you are a subscriber to Comcast versus ten if you are a customer of acompetitor. I think it is very importantthat we keep that high-def lead. What we are doing right now is fairly limited analogrecapture, as our digital penetration rises -- today it is in the low 60s. Bythe end of the year it will be much higher. By the end of next year it will bemuch higher still. The number of analog only expanded basic customers shrink,and therefore we are able to selectively take channels from analog to digital.We've done that. There are systems that have taken four or five channels. Whenyou take four or five it is two or three to one in terms of your high-def adds.And we've been able to keep ahead of it. Longer-term -- and when I say longer-term I mean in the nextyear or so --, you are going to see us employing switch digital, which wouldthen open up infinite capacity. We have a couple switch digital trials rightnow, one in Cherry Hill, New Jersey,another in Denver. The technologyworks great. It is clearly going to be a big part of eventually getting a lotmore high-def bandwidth. Our goal is to make sure that we are competitive at anypoint in time. We are today. We will be six months from now. We will be 12 monthsfrom now. There will be a lot of noise. I think satellite is doing exactly whatwe would do with if we were in their shoes. They only have one product, andthat is video. They figured out a way to get more video capacity so they aregoing to make a lot of noise about having a lot of high-def channels. We thinkour high-def quality is better than satellite today and most people who reallyfollow that would agree with that. Satellite has their own high-def challenges. In manyinstances if you want all 100 channels you have to get a new box, an MPEG4 box,you have to put a new dish, a very large and heavy dish on your roof. So there area variety of reasons why cable has advantages with high-def. We want to makesure that continues and ultimately switch digital will be a big part of that.

I just want to alsoadd to that I think that both short term and long term, as Steve has said, weare in pretty strong shape that we are convinced we are going to have a veryrobust offering. I think we're going tostart shouting that from the rooftops to the consumer, perhaps more stronglythan we have. I think that there is anopportunity here to be superior and to claim that superiority. We need to dothat.

Your next question comes from Tom Eagan - Oppenheimer. Tom Eagan - Oppenheimer: I was hoping to drill down a little bit on CDV. Could youtalk about your marketing efforts? Your subs were a little bit lumpy, the addswere a little bit below Q2. I was hoping you could talk also about what you're hearingfrom customers. Have you been hearing more service complaints, say for examplein Q3 versus Q2 or this year versus last year? Maybe talk a little bit aboutthe level of disconnects Q3 to Q2. Lastly, when do you think you may see the net adds peak inCDV customers? Thanks.

Let me start with the peak by saying we don't know. We dothink next year by all accounts should be a stronger year for CDV in terms ofnet adds than it is this year. But we are in virgin territory here. We havenever fully rolled out CDV. We basically started the process 18 months or soago in a full way. We are learning every day in terms of the triple play. We arelearning a lot about the dynamic of bringing customers in, which customers youbring in, whether they port a number or don't port a number. The reliability of the network is getting better,significantly better. While there are on occasion service issues, by and largewe don't think that that is a factor. In the established markets that have beenaround for a while we are finding service calls going down and the stability ofthe network is fine. But there are a whole variety of things that we are learningon a system-by-system basis in terms of taking customers that come out of 12-monthpromotions and putting them into the right packages. We will continue to getsmarter on that. I think one of the issues is when you are a company that isas large as we are with as many products as we have with as many differentmoving pieces, whether it is housing starts or other factors, when you aretalking about 50,000 subscribers up or down it is very, very difficult topredict. I wish we could be more precisewith our predictive power but the numbers are so large, our company is so largeand so many of these products and promotions are so new you really have got tolook at the general trends I think and not place too much emphasis. Everybody likes to look at the marginal 50,000 subscribersbut the reality is we have 25 million video subscribers. We added 1.4 millionRGUs and that kind of precision, particularly when competition and the economyare changing all the time, is difficult to have.

Your next question comes from Benjamin Swinburne - MorganStanley. BenjaminSwinburne - Morgan Stanley: Thanks for taking the question. Steve, if I could ask aboutthe ARPU trends on video in the quarter, they were down a bit from 2Q. Youtalked about AT&T's synthetic bundles having an impact on pricing. Is ityour expectation that you are going to have to bring pricing down, as well tokeep market share levels across the product base? Or is this a temporary and irrationaldecision on their part that may be unwinds as we head into the back end of thisyear and into next year?

There are competitorswho are certainly doing things in terms of pricing that we wouldn't do. I thinkto give away video for a year is not something that we would ever do in any ofour markets in any package. You hate to make an absolute statement, but I thinkthat is questionable pricing in my opinion. The fact of the matter is there is a technical thing goingon with our video ARPU in that when we do a triple play bundle we preserve thepricing of the high-speed data and the phone products and absorb adisproportionate amount of the discount on video. So I think when you look atthe mix of our business we did not increase video promotional pricing. Obviouslythe triple play as a percentage of the total continues to grow something like14% of all of our video customers are now triple play. So I think there is somemechanical accounting going on there. The fact of the matter is our overall ARPU went from $92 ayear ago to over $102 today and it continues to grow. That is really how welook at the business. When we add a triple play customer, let's our overallARPU is $102, and a triple play customer is $125. We like that business,regardless of what the precise accounting allocation is to the line that saysvideo ARPU.

Your next question comes from David Joyce - Miller Tabak. David Joyce - Miller Tabak: Can you determine atthis point how much of your platform is exposed to Verizon's FiOS triple playversus AT&T's U-verse and Home Zone? When you've got certain, maybe one-offpromotions, if you are keeping the pricing relatively intact but maybe offeringcontent, does that still affect your margin? Are you still paying theprogrammers for increased affiliates on that?

I think the numberand it changes every day, obviously, of Verizon triple play as opposed to justVerizon FiOS data, Verizon triple play overlap I think is around 4% or 5%.AT&T is tougher for us to tell because AT&T markets that we think thatthey have announced that they are marketing television we really can't find anyof their customers. So I think AT&T is harder to tell Verizon's 4% or 5%with triple play. That number should grow. In terms of value added, it really depends on the programsupplier. There's a lot of things that we do that are value added that have nocost. Sometimes your programming deals would have a fixed fee and incrementalsubscribers would be at no cost to us. Very often when we get a deal like thatwe will use the content as a promotional add-on in a way that doesn't cost usanything.

Your next question comes from Rich Greenfield - PaliCapital. Rich Greenfield - Pali Research: When you think about the competitive uptick that you'veseen, obviously DIRECTV is focusing on the HD side of it and a lot on the HDsports side of it. Could you just comment, DIRECTV has been talking about doingthis for a couple of years, is it really all that surprising? What would leadyou to not be more aggressive? Brian, you made the comment that you are goingto spend more time marketing your HD, what you have today. Why did it get to this point? Why does it seem like, at leastfrom a marketing message standpoint, that cable is behind? How does the wholeBig Ten situation which is another HD sports benefit to DIRECTV and EchoStar,how do you let that happen or at least the rationale behind it? Thanks a lot.

: Rich, I don't thinkwe've let anything happen. The HD comments, we were basically saying that the phonecompanies were getting better at marketing a triple play and a double play. ObviouslyDIRECTV is spending a lot of money behind high-def,, that is exactly what wethought they would do. We've added a lot of high-def VOD capacity, and we havea lot of high-def channels, almost all of our systems have a very robustcomplement of high-def, so I don't think that was anything different. I don't think the intensified competitionduring the third quarter really had anything at all to do with high-def. Ithink it was much more a competitive response to the triple play.

That is exactly whatI was going to say, the same thing. I was pointing out first of all, high-def continues to be aminority of television in this country by the vast proportion. So when in ourcase we put a lot of energy around triple play and what we started to see wassome double play and if you will, single play marketing. We have a fabulousstory in high-def alone. As we get closer to the Christmas season, when a lot ofpeople out there are making those purchases as Steve said, we have been winningthe majority of the high-def homes as they convert over. We will continue to dothat. I think we were technically ready. The story is, as you knowwe have hundreds of high-def choices; when you sit down to watch TV today morethan our competitors, and that is what we think matters most. When you dosurveys of consumers you see they like our high-def offerings better. The fact is, as Steve said because it is the only thing theyare talking about and they are doing it on a national basis, it has gotten somemore attention and we have a message ready to come back in that. As to your Big Ten question I am not going to specifically address any programming matter, any one channel.Generally speaking, you have [inaudible]. As Steve said, on the margins thereare different decisions you make that are either financially driven or othermotives. We don't think every channel should get an analog basic and chargeevery consumer for the privilege of having that channel. We have been trying to give more choice and flexibility toour consumers. We don't think that has had any material impact at all. In fact,the financial impact of what has been asked from some of the channels that are wantingto get on in that way is hundreds and hundreds of millions of dollars over fiveor seven years. It is in the billions of dollars. We think that is not thelong-term trend of then having to raise peoples' rates more for every singlenew channel that somebody wants to create. So we are trying to create more packages, more flexibilityand sometimes you get into a disagreement where they won't let you carry thechannel at all if you won't put it into every single home. I think we are on the side of the consumer onthis; in the long run, 80%, 90% of the consumers won't watch that channel. Again, theoretically speaking and I think that some of ourcompetitors will then carry it and try to make that a marketing differentiationfeature. That is part of competition. Ithink we are not in any way affected, in a material way, by any of the disputesthat are going on.

Your final question comes from Bryan Kraft - Credit Suisse. Bryan Kraft - Credit Suisse: How much of an impact will the proposed FCC ruling banningexclusive MDU agreements have on your business? Can you quantify whatpercentage of your subscriber revenue base comes from these contracts? Secondly, what are you thinking in terms of video priceincreases for next year? Given the increased competition as well as theeconomy, does it really make sense to raise rates in line with historical rateincreases?

Well, I think we'vepulled back slightly this year. We are in the mid-fours. It varies by division.If you are looking out a year from now we haven't made that decision. I thinkvideo price increases have moderated pretty much every year for the last fiveor so years. The fact of the matter is we and all of our competitors arereceiving price increases from the programmers. If you don't increase prices alittle bit, those increases eat up your profitability.

In terms of the MDU, itis about 10% of our customers that would be affected by such a ruling. We thinkwe would then be able to compete effectively in those cases we would be theincumbent, and we don't anticipate it being a huge thing, although we are notsure why the government needs to create a rule such as that and get betweenwhat rights the apartment owner may want to do with contracts they choose tolet. Sometimes we lose those agreementsto competitors, and that is just a form of competition. I think those are about the size of thenumbers.

Thank you. Operator,you can now close the call.