Rick Vilsoet - General Counsel Steven Nielsen - Chairman, President, CEO Dick Dunn - CFO

Mark Hughes - SunTrust Alex Rygiel - FBR Capital Markets John Rogers - D.A. Davidson Paul Bonenfant - Morgan Keegan & Co. Jack Kasprzak - BB&T Capital Markets Alan Mitrani - Sylvan Lake AssetManagement

Ladies and gentlemen, thank you for standing by. Welcome tothe Dycom Earnings Call. At this time, all participants are in listen-onlymode. Later, we will conduct a question-and-answer session. Instructions willbe given at that time. (Operator Instructions) As a reminder, this conferenceis being recorded. I would now like to turn the conference over to our host Mr.Steven Nielsen. Please go ahead.

Thank you, Jane. Good morning, everyone. I'd like to thankyou for attending our first quarter fiscal 2008 Dycom earnings conference call.With me we have in attendance Richard Dunn, our Chief Financial Officer andRick Vilsoet, our General Counsel. Now, I will turn the call over to Rick Vilsoet. Rick?

Thank you, Steve. Statements made in the course of thisconference call that state the company's or management's intentions, hopes,beliefs, expectations or predictions of the future are forward-lookingstatements. It is important to note that the company's actual results coulddiffer materially from those projected in such forward-looking statements. Additional information concerning factors that could causeactual results to differ materially from those in forward-looking statements iscontained from time to time in the company's Securities and Exchange Commissionfilings, including but not limited to the company's annual report on Form 10-Kfor the year ended July 28, 2007. The company does not undertake to update suchforward-looking information. Steve?

Thanks, Rick. Yesterday we issued a press release announcingour first quarter fiscal 2008 earnings. As you review this release, it isimportant to note that during our second quarter fiscal 2007, one of oursubsidiaries ceased operations, and accordingly, we have reported those resultsas discontinued. Consequently, for clarity our comments will be limited toresults from continuing operations. Now for the quarter ending October 27, 2007 total contractrevenues were $329.7 million versus $270.6 million in the year ago quarter, agrowth rate or an increase of 22%. Income from continuing operations was $15.3 million versus$9.5 million, an increase of 60% and fully diluted earnings per share fromcontinuing operations was $0.37 versus $0.24, an increase of 54%. Backlog at the end of the first quarter of fiscal 2008 was$1.19 billion versus $1.39 billion at the end of the fourth quarter, a decreaseof $199 million from the fourth quarter. Of this backlog, approximately $689.4million is expected to be completed in the next 12 months. Please note that with regards to a certain multi-yearproject relating to fiber deployments, we have included in backlog only thoseamounts relating to work estimated to be performed during the balance ofcalendar year 2007. For the first quarter, our earnings were at the top end ofour earnings per share expectations and up 54% year-over-year due to strongoperating performance. Additionally, organic revenue growth was 15.5% afteradjusting for revenues from businesses acquired during fiscal 2007. Gross margin increased to 122 basis points from the prioryear. The year-over-year increase in gross margin was due in part to improvedperformance across a number of our businesses, steady Voice-over-IPinstallation activity sustained in steady volumes from telephone companies andincreased constructions spending from a number of cable operators. Organicrevenue from our top five customers on a combined basis grew 23%, demonstratingnotable strength within our business. General and administrative expenses declined 25 basis pointsfrom the prior year, reflecting good expense management. Cash flow fromoperations was solid in the quarter at $17.7 million, despite a sequentialincrease in revenues of over $12 million and the payment of normal year endexpense accruals. Net debt was up slightly sequentially but downyear-over-year by over $39 million. Days sales outstanding were steady at 70days. Capital expenditures net of disposals totaled $19.3 million, as weexperienced continued organic growth and executed upon our normal replacementcycle. Headcount at the end of the quarter was 11,159 reflecting asteady seasonal increase and organic growth. During the quarter, we experiencedthe effects of a moderately growing overall economy; steady spending by atelephone company, which had completed the merger at the beginning of thiscalendar year; expenditures by another telephone company, which was steadysequentially and up year-over-year; and results from cable operators whichcontinued to show significant improvement. Revenue from AT&T, including Legacy BellSouth, wasslightly up sequentially and increased $13 million year-over-year or 28.5%.AT&T was our largest customer at $60.8 million or 18.5% of total revenue. For Verizon, we performed work for its fiber-to-the-premiseinitiatives in the states of Massachusetts, Rhode Island, New York, Maryland, Virginia and Florida. Revenue fromVerizon was $58.9 million during the quarter, up from $45.5 million in theyear-ago quarter or 29.7%. At 17.9% of revenue, Verizon was our second largestcustomer. Revenue from Comcast was $40.5 million. Comcast was Dycom'sthird largest customer for the quarter at 12.3% of revenue. Significantly,after adjusting for acquired revenue, revenue from Comcast grew 17.9%year-over-year. Time Warner was our fourth largest customer with revenues of$30.3 million or 9.2% of total revenue, reflecting increased upgrade activityand steady installation volumes. And finally, with Embarq, we experienced a sequentialdecline in revenues to $19.4 million. Embarq was our fifth largest customer.All together, our top five customers represented 63.7% of revenue. During the quarter, we continued to book new work and renewexisting work. From AT&T, we received a new three year master servicesagreement for Wilmington, North Carolina and from TDS Telecom a fiber-to-the-premise projectlocated just outside Knoxville, Tennessee. For Cox, we were awarded a network bandwidth upgrade in Virginia. From Comcast,an upgrade in the Bay Area of California and a large mapping project in theNorth East. And for Time Warner, a design project and network upgrade in California. And finally,from Williams, two gas pipeline projects in the Western U.S. Throughout the quarter, Dycom continued to demonstratestrength. First and foremost, we maintained solid customer relationshipsthroughout our markets. Secondly, the strength of those relationships and thevalue we can generate for our customers has allowed us to be at the forefrontof rapidly evolving industry opportunities. We believe that the commitment by the nation's leading two RBOCsto deploy fiber deeper into their networks is now self-evident, irreversibleand will drive broad industry developments for the next several years. In fact, the vast rewiring of the nation'stelecommunications infrastructure in order to dramatically expand theprovisioning of bandwidth and the delivery of new service offerings is nowfirmly underway and accelerating. We are encouraged that one RBOC has recentlyand publicly indicated increased spending in a region of the country where wehave a significant presence and that another RBOC is publicly committed toincreasing its fiber deployments in 2008. Additionally, we are encouraged with our continued successand expanding our technical and upgrade services for cable operators and hardenedby a meaningful and continued upturn in bidding and award activity.Furthermore, continued acceleration in consumer demand for high-definitionvideo promises to reinforce this cycle as network capacity may becomeconstraint. And finally, we have maintained our financial strength,generating solid cash flows from operations, which over time has allowed us tomake significant capital investments to facilitate future growth, bothinternally and externally through acquisitions. As our industry continues its own growth, we believe Dycom'sfundamental strength will allow us to remain one of the best-positioned firmsin our industry, able to exploit profitable growth opportunities. Afterweighing all of the factors we have discussed today, as well as our currentexpectations, we have updated our forecast as follows. For the second quarter of fiscal 2008, we anticipateearnings per share of $0.15 to $0.21 on revenues of $290 million to $310million. This outlook anticipates continued growth in the U.S. economy;seasonally normal weather; organic growth, which may exceed 10%; broad solidoperating performance; sequential G&A expenses flat to modestly down as apercentage of revenues excluding non-cash compensation; a seasonal decline inother income of approximately one-half from our first quarter, as we anticipatea reduced number of assets will be sold in the second quarter; increased levelsof depreciation during the second quarter versus the first quarter as a resultof our recent purchases of capital assets and non-cash compensation expense ofapproximately $2.1 million on a pretax basis during the quarter, flat with the$2.1 million we had in the first quarter. Now, I will turn the call over to Dick Dunn, our CFO. Dick?

Thanks, Steve. Before I begin my review, let me remindeveryone that during the second quarter of the prior fiscal year, wediscontinued the operations of one of our subsidiaries Apex Digital. Theafter-tax results of the discontinued operations have been excluded from incomefrom continuing operations and have been included as the separate line on theface of the income statements for all periods presented. For the purposes of my financial review, all references,unless otherwise indicated, will relate to the results from continuingoperations, excluding the impact of discontinued operations. Now turning to the income statement. Contract revenues forthe current quarter were $329.7 million, up 21.9% from last year's Q1 of $270.6million. Excluding revenues of subsidiaries acquired during or subsequent to Q1of fiscal year 2007, revenues for the current quarter would have been $300.1million, an increase of 15.5%. For the quarter, sales from our top five customers accountedfor 63.7% of total revenues versus 69.1% for the prior year's first quarter.The top five customers and their respective percentages of revenue for Q1 offiscal year 2008 and 2007 are as follows: Beginning with Q1 of fiscal year2008, AT&T at 18.5%; Verizon at 17.9%; Comcast, 12.3%; Time Warner at 9.2%;and Embark, 5.9%. And turning to Q1 of fiscal year 2007, AT&T at 17.5%;Verizon, 16.8%, Comcast, 11.7%; Embark 7.8%; and Time Warner, 5.3%. Income from continuing operations for the first quarter was$15.3 million versus $9.5 million in fiscal year '07, representing an increaseof 60.2%. Fully diluted earnings for the quarter were $0.37 per share, a 54.2%increase from last year's $0.24 per share results. Operating margins for the quarter increased a 122 basispoints coming in at 8.1% versus last year's 6.88%. This increase was due to a122 basis point decrease in cost of earned revenues, a 25 basis point decreasein general and administrative, partially offset by a 25 basis point increase indepreciation and amortization. Depreciation expense for the first quarter was $14.2 millionversus $11 million for the first quarter of the prior year. This increase wasdue to the depreciation related to property and equipment acquired as part ofthe Cable Express acquisition and increased depreciation for our remainingsubsidiaries associated with higher levels of operation. Amortization expense for the first quarter was $1.8 millionversus $1.5 million for the first quarter of the prior year. This amortizationis related to finite lived intangible assets acquired as part of our prioracquisitions. The increase between the first quarter of the prior fiscal yearand the first quarter of fiscal year 2008 is due to the purchase of intangibleassets associated with our acquisitions of Cable Express and Covol. The effective tax rate for the quarter was 38.8% versus39.5% for the prior year's comparable period. Net interest expense for the quarter was approximately $3.3million versus $3.4 million for the comparable prior year period. Other incomefor the quarter consisting primarily of gains associated with the dispositionof fixed assets was approximately $1.6 million versus $495,000 for thecomparable quarter in our fiscal 2007 year. For the quarter, our cash flow from operating activities was$17.7 million. The primary components to this cash flow were net income of$14.9 million and depreciation and amortization of $16 million, partiallyoffset by increases in working capital of $11.9 million. Investing and financing activities for the quarter used$17.3 million. The primary components of this use consisted of capitalexpenditures of $21.2 million, repurchases of 94,000 shares of our commonstocks of $2.8 million and principal payments on capitalized leases of $0.9million. These uses were partially offset by proceeds from net borrowings underour revolving credit agreement of $5 million, the sale of assets of $1.8million and the exercise of stock options of $1.1 million. Outstanding debt net of cash at the end of quarter was a$151.6 million, up from a $147.9 in the prior quarter. During the quarter, netreceivables increased from a $146.9 million to $157.1 million resulting in dayssales outstanding or DSO of 43.4 days versus 42.1 days at the end of the fourthquarter, an increase of 1.3 days. Net unbilled revenue balances increased in the quarter from$94.7 to $96.2 million, resulting in a DSO of 26.5 days, a decrease of 0.7 daysfrom Q4's figure of 27.2 days. On a cumulative basis, the combined DSO for our tradereceivables and unbilled revenues increased from 69.3 days to 69.9 days, anincrease of 0.6 days. At October 27, 2007 the accrual for our self-insuredcasualty program was $64 million, which includes $28.7million of incurred butnot reported claims. During the third quarter of fiscal 2008, revenue from multi-yearmaster service agreements represented 68.3% of contract revenues versus $72.8%for Q1 of the prior year. Revenue from long-term contracts and multi-yearmaster service agreements represented 86.6% of contract revenue versus 85.9%for Q1 of the prior fiscal year. Steve?

Thanks Dick. Now, Jane will open the call for questions.

(Operator Instructions) And we do have a question from Mark Hughes of SunTrust.Please go ahead. Mark Hughes -SunTrust: Thank you very much. A very good quarter.

Thanks, Mark. Mark Hughes -SunTrust: The question on AT&T. It seems like the mergerannouncements or speculation is heating up with satellite providers. What doyou think that will do to your business with AT&T if that's consummated?

Hi, Mark, we are speculating and our business is buildingthe infrastructure. But I think from our perspective, not only is theinfrastructure that we're building for AT&T, that's already provisionedvideo, but it's also to improve bandwidth for high-speed data services toconsumers. And so, we think that they remain committed. Just last week, theyannounced that they were going to spend an extra $500 million on the LightspeedProject. And so, we are watching the news, but we don't see any impactcurrently on our business. Mark Hughes -SunTrust: Right. Now they are building up the network and should havetheir own video capability, I guess it would be some time before they got itwidely distributed in their network. So what's the rationale or why would theycontinue to build out even if they've got -- I guess you're pointing out thatit's high-speed data that's driving it?

Yes, I think, Mark, it may be illustrative. Prior to themerger with AT&T, BellSouth had issued contracts to us and to others toimprove the bandwidth in their network for high-speed data and was not publiclycommitted to doing anything with video over that network. So, we remainedcomforted that even if we go back to last position, there was a desire fromAT&T to spend money on staying current with cable on bandwidth. Mark Hughes -SunTrust: Exactly. And then with Comcast, it seems like you aredescribing a meaningful and continued upturn in bidding activity, there havebeen some concern that they seem to be easing back on CapEx or their redirectwas once again returning to the idea that they would not have to spend as muchmoney going forward. But it sounds like you are seeing good activity with them.Is that right?

Yes, no. We were certainly seeing more cable constructionand technical services opportunity, not only across Comcast, but amongst anumber of other cable operators, Time Warner, Cox, Charter. So from ourperspective, we watch what we see coming in for opportunities and understandthat these are big companies with large capital budgets and they cover lots ofthings of which the services that we provide are only a part. So there maybesome rotation going on or other things, but we know what opportunities that weare seeing in the marketplace everyday. Mark Hughes -SunTrust: Right. Very good. Thank you very much.

Thanks, Mark.

The next question we have is from Alex Rygiel of FBR CapitalMarkets. Please go ahead. Alex Rygiel - FBRCapital Markets: Thank you. Good morning, Steve.

Good morning. Alex Rygiel - FBRCapital Markets: A couple of questions. First, when you look at the totalbacklog that you reported, on an apples-to-apples basis if you were to excludea large telecom customer, it would appear that your total backlog is up about15% year-over-year. Is that correct?

We haven't done a calculation, Alex, but I think as wetalked about I think a year ago, backlog is among certain indictor of futureopportunity. We look to the market and see what we are seeing for opportunitieseveryday. And so we have done the calculation, but it would be consistent withthe way we are viewing the market right now. Alex Rygiel - FBRCapital Markets: And as it relates to your 12-month backlog, last year atthis time, you actually included forward projection for Verizon, but currentlyyou are not doing that. Can you talk a little bit about your visibility insideVerizon looking out into 2008?

Yes, we are currently working with Verizon, and we thinkit's going as expected to finalize the outlook for '08 and '09, and we thinkthat will done before we report the next quarter. Alex Rygiel - FBRCapital Markets: But what is different today versus a year ago that puts youin a position that is not willing to include Verizon in your 12-month forecast.

Well, as we've talked about before, the contract withVerizon periodically allows both parties to have a pricing discussion. And thatwas not occurring last year, but is occurring currently. We are obviously notgoing to comment it other than to say we think that it's moving along as weexpect. Alex Rygiel - FBRCapital Markets: And you also provided us guidance for the January quarter.Does that January quarter, specifically for the month of January, includerevenue in the guidance associated with Verizon?

We took our best shot at working at the entirety of thequarter, and we anticipate having revenue from Verizon in January, althoughit's not in the backlog. Alex Rygiel - FBRCapital Markets: Great. Thank you very much.

And the next question we have is from John Rogers of D.A.Davidson. Please go ahead. John Rogers - D.A.Davidson: Hi. Good morning.

Good morning, John.

Good morning, John. John Rogers - D.A.Davidson: And I apologize. The total backlog number at the end of thequarter was and total employees were what?

John, the backlog was $1.19 billion and the employees were11,159. John Rogers - D.A.Davidson: Okay. You talked a little bit about some regionaldevelopments, but are you seeing any impact particularly in California,Florida fromreduced housing construction, and then secondly, less storm restoration workthis year?

We will tackle storm restoration first. John Rogers - D.A.Davidson: Okay.

As we've discussed before, when there are hurricanes orother very significant weather events, we may have some storm restoration, andso in calendar '04 and calendar '05 and into the first quarter of '06, wecertainly had worked out Wilma and Katrina and the other hurricanes that hit Florida in that timeperiod. But that is not typical. So, we didn't experience much inthe way of any storm restoration work in this quarter, nor do we anticipategoing forward into the second quarter. And that's far more typical of ourbusiness than the activity that we saw in the southeast a couple of years ago. With respect to housing starts, if you think about ourbusiness in terms of the customers we work for -- generally for cableoperators, we're doing the technical upgrades and installation services and wehave not seen that business impacted in any meaningful way by housing starts. There has been some impact with our master servicesconstruction agreements with telephone companies, but it's been more thanoffset by the upturn in their spending on these new bandwidth enhancing capitalinitiatives. John Rogers - D.A.Davidson: Okay. But in terms wage rates, I mean, it sounds like youare holding or at least it looks, appears from the numbers, those are hold ormoving in line with revenue inflation?

Yeah, no, we don't see any particularly cost pressure in anykind of systemic way, that doesn't mean that in some part of the country thatthere may be a shortage of some particular skill set. But as we've talked aboutit before that just part of being in this business and it's not anything thatwe have not worked our way through before successfully. John Rogers - D.A.Davidson: Okay, great, thank you. Congratulations.

Thank you.

Next question comes from Simon Leopold of Morgan, Keegan.Please go ahead. Paul Bonenfant -Morgan Keegan & Co.: Hi, good morning. This is Paul Bonenfant for Simon Leopold.I wanted to start with a couple of housekeeping questions if I may. If youcould round out the top ten customer list with the next time and provide thesegment revenue including the breakout between Telco and Cable?

Okay, Paul, I can handle that for you. The number sixcustomer would have been -- was Charter at 5.29%, then Questar Gas at 2.56%,Qwest at 2.35%, Windstream at 1.74% and Cablevision stand at 1.61%. Moving allthat to the customer category, we had about 43.5% to Telcos, about 31% to cableTV companies, utility locating services were about 17.7% and electrical andother 7.8%. Paul Bonenfant -Morgan Keegan & Co.: Hey, thank you. That's helpful. In terms of the revenueforecast for next quarter, we're now looking at forecast for about 6% to 12%sequential decline. On the last call, you had suggested more of 10% to 15%range. Are you coming high on the revenue in terms of your original forecastthis quarter, and I'm wondering what changed if its visibility across allbusinesses or across anyone segment in particular?

Well, we had talked about in the last call Paul that 10% to15% was a good historic rule of thumb. We were providing guidance for thesecond quarter with respect to revenue but just helping people to think aboutit for modeling purposes. This quarter, we had a strong quarter at the high end of ourexpectations in this quarter and we see that momentum carrying. Of course, thisis the quarter where there is more uncertainty because of the weather and otherfactors that you just hard to see until you get there. But based on currentlevels of activity and our best estimate of the next two or three months, wefeel pretty good about this revenue forecast. Paul Bonenfant -Morgan Keegan & Co.: Okay, fair enough. And just a follow-up quickly on theforecast. The earnings is a bit light of consensus where the street is today,and I'm wondering if we gotten ahead of ourselves and this is just typicalseasonality if there maybe other items who work here like maybe fuel providinga bit of a drag?

Well, there is certainly a little bit of the drag to fuelall those. We've talked about that before that is not a huge cost for us, butcertainly it's higher now than it was in the first quarter on average. I think the other thing Paul that we would ask people tolook at is make sure that they understand that we adding assets, so that meansdepreciation is going to improve. And then a number that moves around fromquarter-to-quarter really based on our activity levels and what we have forreplaced and idle assets is the other income, and I know that number has been alittle bit hard for folks to forecast which is why we have tried to give alittle bit more specific guidance on this quarter. Paul Bonenfant -Morgan Keegan & Co.: Hey, that's helpful. Thanks for taking my questions.

The next question is from Jack Kasprzak of BB&T CapitalMarkets. Please go ahead. Jack Kasprzak -BB&T Capital Markets: Thanks. Good morning.

Good morning. Jack Kasprzak -BB&T Capital Markets: You just touched on one of my questions. But I guess I willgo ahead and ask it anyway with regards to the revenue guidance for thequarter, and you said 10 or so percent, 10%-plus organic growth for the nextquarter. And given that it was 15 or so percent in Q1 and you described thespending trends by customers in terms of network build out as irreversible. Should we have a greater degree of confidence here as thepast three months have gone by that this is the business that could sustain at10% or so organic growth rate even beyond the next quarter? Is that kind ofwhat you see as the run rate for your business now?

Well I mean, Jack, we don’t provide guidance beyond thequarter out, and so we won't talk to any specifics about future run rates. Butwhat we will say is that in an environment where our primary customers, thecable and telephone companies are both aggressively deploying capital toimprove network spend, that creates opportunities for us to grow the business.And that clearly is the environment that we see ourselves in. At this point, I think with respect to the second quarter,this is always the quarter that is very difficult to forecast with both revenueand earnings just because as we get deeper into the quarter, the weatherbecomes more difficult. And while the business that we have always needs to get donein a customer's budget cycle and that we have a week or 10 days of bad weatherat the end of January, we'll certainly capture the revenue that we don’taccomplish during that time period, but it won't be in this quarter. And so wejust always have to have a certain degree of conservativism built into thisoutlook for this quarter. And that's historically always been the case. Jack Kasprzak -BB&T Capital Markets: Okay. All right, fair enough. That's helpful. Also, will thesecond quarter of '07 revenue be restated versus what was reported last year?

Well, we will back out in the discontinued ops line both therevenue and the EPS impact. I think if you look in the second quarter of lastyear, Jack, we had discontinued that operation during the quarter, because ifyou go back and look at the Q, the number will be right there for you. Jack Kasprzak -BB&T Capital Markets: Okay, great. And also, you said fuel costs are relativelylow, but can you quantify how much of your costs are related to fuel right nowapproximately?

It's in the 3-something percent. Jack Kasprzak -BB&T Capital Markets: Okay.

So if it moves up 10%, we are talking 30 basis points. Jack Kasprzak -BB&T Capital Markets: Yes, okay.

So it's not a material expense item, although we watch themall, because that's what you have to do in our business. Jack Kasprzak -BB&T Capital Markets: That’s great. Thanks a lot. Good quarter.

Thanks, Jack.

(Operator Instructions) And we now have a question from [Alan Mitrani of Sylvan LakeAsset Management]. Please go ahead. Alan Mitrani - SylvanLake Asset Management: Hi, thank you. Could you just us remind us -- I'm sorry.What was CapEx before disposals and how much were disposals?

Okay. Good actually. We've got numbers here. We spent 21.2on the CapEx.

And net, it was 19 and change, Alan. I think it was about$1.8 million in disposals. Alan Mitrani - SylvanLake Asset Management: Okay. And what's your expectation for the year? Has thatchanged at all?

Yes, we had told you in the last call, Alan, that we thoughtit would be $65 million to $70 million on a net basis. As we've talked about inmy comments, we did pick up a new master contract with AT&T in North Carolina. Duringthe first quarter, we spent about 2.5 million or thereabout, gearing thatcontract up. And subsequent to the October quarter, we’ve actually addeda master contract with another customer in the Southeast. So we think we needto take that number up about $5 million. So we'd expect kind of $70 million to$75 million at this point just for the addition of those two master contracts. Alan Mitrani - SylvanLake Asset Management: Okay. And so then the depreciation and amortization combinedwas 16 and change this quarter. So we should trail that up going through therest of the year?

Yes, I think there are a couple of things going on, Alan. Imean we are adding assets, but if you think and look back at what our CapExspending was five years ago, it was far lower than what it is now. Of course,the business was much smaller and that was not growing. And so, you have assetsthat are rolling off the depreciation schedule that have less value, lessoriginal value than what's coming on and so that's part of the impact also. Alan Mitrani - SylvanLake Asset Management: Okay. And then you were talking about potential you see -- Iknow you put in the potential for price increases for Verizon. Is this anannual discussion that happens or is this you're setting prices for the nextcouple of years?

This is for a couple of years, which is exactly whathappened a couple of years ago. Alan Mitrani - SylvanLake Asset Management: Okay. Can you give us a sense of what kind of priceincreases you're looking for?

We don't negotiate with our customers on conference calls,Alan. We worked through it, but we are confident that we'll be satisfied withthe outcome. Alan Mitrani - SylvanLake Asset Management: Okay. And if -- and when does that kick supposed to go intoeffect?

Well, it’s a calendar year process. Sometimes, it may take alittle bit longer or may get done a little sooner, but we're in that processnow. Alan Mitrani - SylvanLake Asset Management: Okay. And then you did buyback stock this quarter. Can youjust remind us what price you paid or how many shares you bought or where areyou on the authorization?

We've bought 94,000 shares, Alan, at about $2.750 millionroughly. So, the average price was [$0.29 some]. Alan Mitrani - SylvanLake Asset Management: Okay. And then, could you just tell us when does yourblack-out period start? So, for example, you just reported when can you be backin the market buying stock back?

Generally two days after earnings Alan, so I guess that willbe Friday, of course that a short day on the street, and then it closes twoweeks prior to the end of the quarter. Alan Mitrani - SylvanLake Asset Management: Okay, thank you.

(Operator Instructions)

Jane, if we have no further questions, I want to thankeverybody for their time and attention. And we look forward to speaking to youthe last week of February on our next earnings call. Thank you very much.

That does conclude our conference for today. Thank you foryour participation and for using AT&T Executive Teleconference Service. Youmay now disconnect.