Greetings, ladies and gentlemen. And welcome to the Brink'sCompany Third Quarter Results 2007 Conference Call. At this time, allparticipants are in a listen-only mode. A brief question-and-answer sessionwill follow the formal presentation. (Operator Instructions) As a reminder, this conference is being recorded. It is nowmy pleasure to introduce your host, Mr. Ed Cunningham, Director of InvestorRelations and Corporate Communications. Thank you, Mr. Cunningham you maybegin.

Thanks, Diego. This is Ed Cunningham. Good morning andthanks for joining today's call, which will proceed as follows, CEO, MichaelDan will review quarterly results and discuss corporate strategy and BobRitter, our CFO will make some follow-up comments before we open it up forquestions. Press release on third quarter earnings was issued thismorning and is available on our website at brinkscompany.com. If you wish tohave the release fax to you, please call 877-275-7488. And now our Safe-Harbor statement, this call including thequestion-and-answer session may contain forward-looking statements within themeaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from projectedresults. Additional information regarding factors that could cause suchdifferences is available in today's press release and in our SEC filings, whichinclude our most recent Form 10-Q and 10-K documents. Information discussed on this call is representative as oftoday only. The Brink’s Company assumes no obligation to update anyforward-looking statements made during the call. This call is a copyrightedwork of the Brink's Company and may not be used by a third party withoutwritten permission from the company. I'll now turn the call over to Michael Dan.

Thank you, Ed. Good morning, everyone, and thank you forjoining today's call. The Brink's Company reported earnings from continuingoperations of $0.64 per share up from $0.54 in last year's third quarter. Both of our security businesses contributed to the improvement.While we continue to face challenges in both businesses we remain on track toachieve most of our goals for 2007. We're confident the strategy we have in place calls forcontinued investment in the growth of our two core security businesses as wepursue opportunities to leverage the Brink’s brand into security relatedmarkets will generate additional growth in revenue, profits, cash flow andvalue creation in 2008 and beyond. Total revenue in the quarter rose 15% to $817 million. Netincome from continuing operations was $30 million or $0.64 per share, up from$25.7 million or $0.54 in last year's third quarter. Figures for both periods exclude results from our UK-basedground operations, which were divested in August and are now reported asdiscontinued operations. This quarter's $0.64 in per share earnings includes anaftertax gain of $0.01 from Katrina related insurance proceeds. This gain was more than offset by an after-tax loss of $0.03related to a legal settlement in our Home Security business and another $0.04related to an asset write-down one of our European operations. In addition, you may have already noted that the tax ratefor the quarter of approximately 45% is well above the rate recorded during thefirst half of this year in the full year expected rate of 39% to 41%. BobRitter will comment further on this in a few moments. Last year's third quarter earnings of $0.54 per shareincluded an after-tax charge of $0.03 related to restructuring in Australia.From an operating perspective the improved earnings this year were driven byhigher profits in each of our two industry leading security businesses andlower costs related to former…

Thank you, Michael. Good morning. And welcome to everyonelistening in on this call. As Michael noted, the third quarter was a solid onefrom an operating perspective. And we remain on-track to achieve almost all ofour previously stated financial goals for the year. But before I get started on the businesses, I would like toremind you that the revenues, expenses and operating performance for our UKground operations have been reclassified to discontinued operations, bothprospectively and for all historical information presented. To help you with your models, we have provided historicalquarter-by-quarter, full-year 2006 and first half 2007 data, as it would havebeen presented with the performance of UK ground operations reported withindiscontinued operations at pages 13 to 18 of today's release. Looking at the third quarter for Brink's, we reported thirdquarter margins of 7.7%, a good performance, although not as high as the 8.5%earned in the very strong quarter last year. With the solid performance of the quarter and thereclassification of the UK margins for Brink's year-to-date stand at 7.4%.Through the fourth quarter we should be able to move forward from this basetowards a target for 2008 in excess of 7.5%. As for Brink's Home Security, growth as measured by newinstallations continued to be lower than we would like to see. But we're stillgenerating solid growth in revenues and operating profits. Year-to-date, we areup 9.9% for revenues and 18.5% for operating profits. Once again, we're pleased with the disciplined use ofresources, which has helped Brink's Home Security hold down costs and continueto perform so well. The one thing, which marred the quarter, was the need torecord $2.5 millions in legal settlement costs and expenses. We believe theunderlying issues have been addressed so we don't expect there to be an ongoingproblem here. Now a brief comment on corporate expenses, we reported totalcorporate expenses…

(Operator Instructions) Our first question comes fromJeffrey Kessler with Lehman Brothers. Please state your question.

Thank you. And thank you very much and I first want to sayBob, it has been all, I do not know how many years, but it has been a long timeand great working with you. You've been a straight shooter and I think you'vebeen a great CFO. With that said, I have some questions about, number one,your attrition rate in the third quarter and normal seasonally it does go up inthe third quarter. We would have expected that, but you did have a speak froman audit in the second quarter. Wondering if that the just 20 basis point declinein attrition is indicative of anything going on or should we have been seeingsomething a little bit more than that, given that there's less people moving?

Jeff, it is Bob. First of all, thank you for the very kindwords. It is probably been a little over nine years since you and I met for thefirst time. But to deal with the question you have about the attrition, wethink we were pretty much within the range of what we would expect to see inthe third quarter. There were still some moves, but one of the things you'llalso notice is that we've had -- there is a little bit more financial stressout in the community these days, so we're actually seeing a slight pickup inthe number of disconnects that we've had because of the financial stress that'sout there. And we believe it is well within the range of what we wouldanticipate and so we actually considered the third quarter to be a prettydecent one from the disconnect standpoint.

And these disconnects are generally -- are a range of items,of people not paying for a certain amount of time ranging to people completelywalking away from homes?

Very few I think of the latter. It has primarily been peoplewho are -- who will stop paying for a period of time. As you know, one of thethings we also mentioned about the second quarter is that we have become moreaggressive in the way that we are, following our policies for disconnections ifpeople are not living up to the terms of their contract. And so, we're continuing that very tight control over what'sgoing on out there and that's leading to a slightly higher disconnect rate.

Okay. Second question, Venezuela is changing over itscurrency, what are the opportunities? I know that you've called for amoderation in growth over there in the last -- in the next year. The questionis, does that moderation growth include the business prospects for what mightbe one or two quarter bump up in Venezuelan business?

Jeff, we have been appointed by the government to lead theprocess of the distribution of the new currency and some of that expense couldbe front loaded in the fourth quarter and some of that benefit could come inthe first quarter and obviously, we're trying to -- we're going to benefit fromit. How much that benefit is going to be is just unclear to usat the current time. But if there is a uptick in Venezuela, could be more thanoffset by some of the other he economic stresses that are you starting to feelfrom that country's policies.

Okay. And with regard to Brink's over in Europe, I realizeyou wrote a white paper years ago about Germany. You and maybe a couple of yourcompetitors out there kind of fought for value added service being paid for tomixed success. The question is what is it going to take for company, forcountries, specifically places like the UK and perhaps places like theNetherlands to pay for value or is Europe going to be a mixed bag for the next25 years?

Well, Jeff, I don't have a crystal ball that goes out thatfar, but we already made our decision on the UK. We've got the stresses netmarket and a very, very strong market player just made it untenable for us onthe domestic business and we're going on the domestic business. I will tell you that the reaction of the banking communityover there turned out to be a little shocking that we took those steps, andthey were more interested in when our non-compete expires more than anythingelse, which is interesting. Our mistake there was we tried to be a national player,which was an inappropriate strategic move. I can assure you that that mistakewon’t be made again and we'll grow off the base of our successful globalservices that are currently continuing to operate there. As far as Germany goes it is the largest market in Europe,as you said it has been a long story in Europe. The market is beginning torecognize those differences. We are beginning, finally, to get some reasonablerelief on rates. I see improvement coming in Germany, although slowly andwhen you are as deep in the hole as we are on the domestic side in Germany, I'mnot looking to have the problem solved next year, unless there's a more majordirection that takes place in that market, which I'm not counting on. It isstill going to be a difficult hoe. The rest of the European entities have their challenges, butthey are being addressed and we're seeing improvement year-over-year. But it isstill going to be the major focus as we go -- continue this year and go into2008.

Can you speak a little bit to Greece and to perhaps EasternEurope?

Eastern Europe has been difficult for us. Greece is doingfine for us. Let me remind you that Greece is more of a guarding company than acash and transit company. Let's not forget that. And we continue to grow there and I am satisfied that it hasbeen a good country to be in with a strong management team and our prospectsare good there.

Okay. One final question and that is on brink Brink's HomeSecurity you are moving into the commercial area. Some companies, and I'munfortunately not allowed to mention the name are moving into mid-to heavyinstitutional commercial areas, which they think are more profitable and areless prone to having turnover in those accounts. So are you taking the care and the steps if you move intothis light security, light commercial area to maintain vigilance on attrition,because that seems to be the biggest problem in dealing -- historically, indealing with those types of accounts?

Yeah. And as you know, Jeff, we have a lot of experiencewith those small, light accounts that you said, throughout our history and Iwill tell you that as we move into the mid-market I would call it commercialside we're seeing those attrition rates to be surprisingly similar to ourresidential rates to date. And once again it is a new line of business for us. Butagain, we get more cash up front and we tend to get higher monitoring rates,monthly recurring revenue and so we're really pouring the resources into thatbusiness. And you know, I think we're doubled, by the end of this yearwe will have doubled our sales resources on the commercial side by year-end togive us a good start for 2008 because it is a very attractive, economicbusiness for us to be in and a great growth opportunity for Brink's HomeSecurity.

Okay. And finally is there any EVA difference in this marketrelative to what you've seen in the residential market?

Not at all. In fact, to date the EVA is a little bit behindresidential but once again we're kind of front loaded on some of the expenseside and I would tell you that I think that it is going to be a better EVAequation than the residential side as we stabilize. But we won't see thatprobably in 2009, 2010 as we built more depth and breadth there.

Okay. Thank you very much.

Thank you.

Our next question comes from Brian Butler with Friedman,Billings, Ramsey. Please state your question.

Good morning.

Good morning.

Yes. First question just when you talked about the virtualvaulting?

Yes.

Kind of opportunity, do you have any numbers just kind ofwhat you think that total market actually might be?

It is -- it can be substantial. It can be substantial. Youknow we started with a smaller and regional banks, and have now grown with somevery good strategic relationships with some of the larger banks who are able toexpand their footprint through the use of our assets. We had trouble getting the attention of the major banks andwhat has been interesting is that the effect that the regional banks and thesmaller banks have had on the customer base of the larger banks has gottentheir attention. And they have now come to us and are trying to understandwhat are we doing and why on the sales and marketing side of the banks ratherthan the operating side and so we think there is a real paradigm shift going onhere to our advantage with the more sophisticated virtual vault offering thatwe have.

Is there any other real competitors in that space, I mean dothe other cash and transit kind of players offer that service?

It’s -- they are all trying to offer it. They are yearsbehind our efforts. And they don't have the whole sophisticated compulsiveproduct that we have which you know we've been marketing for years and thegrowth rate of that business is taking off as a result of this virtual vaultand so I will tell you that the two product offerings that are out there, oneis trying to be offered by one of the larger banks and the capital costs ofthat are five times the capital costs of our product. So I'm very bullish on how we're positioned and we havefirst a market and a time lead but more importantly we have a management groupthat understands it, gets it and is executing and siding up these strategicrelationships with customers and there is a lot more stickiness with these cashlogistics than risk with our normal IT business.

Okay. And the also just when talking about opportunities,when you look at the commercial alarm business, I know that you are looking foran acquisition, is there, at what point in time, I guess, do you reach where,the acquisition, opportunities just are not there and you decide to really kindof go in by yourself and make a major investment in expanding that business?

Well, we're actually doing that and, like I said, we've justdoubled, by the end of this year we'll have doubled our sales force. And sowe're actually pursuing that strategy at the current time. We're not waiting. If we get something that can add value orbenefit or resources or capabilities, we'll jump on it, I can assure you, butwe are not waiting and we are not going to grow faster than that we can manageto we make sure we keep the economics of the program and the high qualitystandards that the marketplace expects from Brink's Home Security.

Okay. That suggests potentially that you might havepotential to leverage the balance sheet a little bit more for…

No question.

For other opportunities, I mean is it still a sense that youare keeping that space for acquisitions or is there, are there any othermarkets that you guys are looking at beyond commercial alarm kind of space forthe security, leveraging the brand name?

Brian, this is Bob. I'll take this one. We're -- besides thecommercial side, we're also looking very aggressively within Brink's for waysto grow Brink's Inc. type of businesses as fast at we can which, as wementioned before, could lead us into different products and services andMichael talked about virtual vault there, as well as new geographies which willhelp expand our footprint and make us an even stronger global competitor. But as we mentioned before we are also very interested inlooking at other opportunities in the security -- in other security marketswhere the Brink's brand and the way we approach business can be a big plus. Having said that, we also have capacity, as we evidencedrecently when we announced that we have $100 million share repurchase programthat we can do other things besides just growing through acquisitions andgrowing organically to increase shareholder value.

Okay. And then just last question, kind of thinking aboutwhen you talked about the comps and not necessarily the best matching, I guessit would be a two part. One, while I understand kind of the disconnect there,when you think about it and you look at it, I guess on a return basis, I mean,Brink's has just done a tremendous job on a return on capital invested basis onhaving, you know, mid-teens kind of returns versus some of these competitorsthat I would argue are well below that. Some in-line with that, but others well below. And you stillhave, I guess, a valuation discrepancy despite having better or at least -- thevery least in-line kind of returns which I feel like evens out the differencesbetween, you know, the free cash flow investing for the long-term versus, youknow, seeing that money on a lowered capital base. I do not know if that wasreally a question more of a comment but…

Brian, it is Bob. I will give you a comment back to aquestion, comment, whatever you want to phrase it. Don't take our words assaying that we're giving up. We want to build value in this company, just likeanybody else who has an interest in the company wants to do so. We want to use our balance sheet. We want to use the growthprospects that we have to do that and what we are trying to point out today isthat the -- there is a risk, we're constantly scratching our heads trying tounderstand how we fit in the world of valuation and that is one of the thingsthat we see as a potential risk out there and we just wanted to clarify youwhat our feeling was.

All right. Well, thank you very much. I'll congratulate youon a good quarter.

All right. Thank you.

Our next question comes from Clint Fendley with Davenport.Please state your question.

Thank you. Good morning, guys. Michael you commented thatthe global services business was down slightly for the quarter. I wondered ifyou could give us some color as to why, and what your expectations are theregoing forward?

I think it totally has to do with the global economicconditions, first of all the price of gold, as you know, is at record levelsand when gold prices, commodity prices tend to speak movement tends to slowdown. People want to wait to see where it settles. That is oneissue. The second issue was there was an extensive amount of Jewish holidaysthat fell in the quarter this year more than normal, just by the timing of thecalendar there, which affected that business because diamonds and jewelry is agood portion of it. And then there was some cash flows where we moved currencyaround the world, which were very, very strong last year, particularlypertaining to the Middle East, which have slowed down year-over-year.

Okay. So as we look forward to '08, obviously you'veincreased your margin outlook from what you've had over '07. Is most of thatbeing, is most of that attributable to the cash logistics side of the businessthen? And could you talk a little bit about maybe the growth that you'reexpecting there?

And also global services business is especially in the UK istaking a very, very dominant position and expanding very, very rapidly. So Ithink, those are the factors that give us the confidence higher margin businessversus global business and cash logistics, and the growth rates and themomentum that we're seeing build as we go through this year. Remember, we front-loaded the cash logistics, sales andmarketing this year. We increased our marketing expenses by millions of dollarsin the United States and reorganized that group and we're starting to get thetraction from it but we'll see much more of it in '08 than we saw in '07.

On an overall basis what percentage of Brink's Inc. shouldwe expect global services and the cash logistics to comprise?

It is probably currently somewhere in the 40% range, 45%range off the top of my head.

Okay. And a question quickly on BHS, you mentioned with theprevious caller that you had doubled the sales force on the commercial sideabout how many people do you have in that area now?

I think, I don't hold me to this, but I think we'll beapproaching over 60 by the end of this year, that's our goal. Now, remember ournormal residential sales force is selling the small commercial we've been doingthat for years. I'm talking specifically about those people going after what Icall the mid-market range.

Okay. That's helpful. And then a final question Bob,obviously we had the share repurchase announcement during the quarter but notmuch activity. Were there any blackouts or reasons as to why? And talk aboutmaybe even the time line for how the purchases might play out here?

Well, Clint, as you know, the boards authorized the sharerepurchase program on September 14th, which is getting very close to the end ofour third quarter and going forward we're intending to consider repurchasesopportunistically in the best interests of all of our shareholders.

Okay. Thank you. Thanks, guys. Nice quarter.

Our next question comes from Steven Fisher with UBS. Pleasestate your question.

Hi. Good morning. Just a clarification here, your forecastfor Brink's revenues in 2008 is that on a constant currency basis?

Yes. Basically what we're trying to do for you is give you alook at the organic revenue growth that we expect, that well if you want tolayer on a different forecast of your own from a currency standpoint oracquisitions as they come on later, that would be additive or of course, thecurrencies go the other way it could be a negative to it.

Okay. So on an organic basis, probably similar to the thirdquarter that you just reported?

Right. Because yes, that is one of the things that we thinkis helpful for you the table that we put in which breaks out organic versusexchange related growth.

Okay. Great. And then on the cash logistics, now that youhave the attention of some of these larger banks, you know, just wondering ifyou could talk about what similar pushback is that you get from these potentialcustomers, are they struggling with services conceptually or is it more costs,the actual logistics of doing it or really no concerns at all?

Well, the smaller banks, the regional banks, it is a bigplus for them because they are able to offer their services to customers on anational basis where they are unable to do that before, so it is a real bigplus for them. And the larger players who already had a huge investment andfootprint, they didn’t see it as necessary because they had the footprint. Butwhat is happening is that they are getting a more competitive environment as aresult of the regional banks, and it kind of an interesting dynamic change andobviously, our larger banks are larger customers. So we're very pleased thatwe're able to open a discourse with a broader level of bank management anddifferent levels of the bank management than we had before.

And do you think you can convert some of these major banksin 2008?

Whether we can do it on the basis of some of the regionalswhere we take it over 100% of their vaulting, I would doubt it. We are alreadydoing some of this for the major, the top three banks in areas where theirfootprint isn’t as strong with their physical basis we are already doing workfor them, you know, can expand it faster, it will be the key question for 2008.I am not well pattern to forecast.

Okay. That's helpful. And then lastly on the corporateexpenses, I think, Bob, I mentioned last quarter that the comp expense piece ofit would be about $5 million for the third quarter. Was that about the casedoes that mean that you are running at about $9 million a quarter on the restof the corporate?

That is about accurate except we're always subject tosituations that we're in with our active shareholders where we're continuing toengage outside advisers to make sure we're doing the right thing and thosecould impact those expenses.

Got it. Great. Thanks a lot.

Thank you.

Our next question comes from James Clement with Sidoti andCompany. Please state your question.

All right. Good morning, gentlemen.

Good morning.

Good morning, James.

Michael, with respect to Brink's Inc. in Latin America howmuch visibility do you have down there and, you know, looking out to 2008, Idon't think anybody would be upset if the current rate of growth down there,you know, was not sustainable and moderated a little bit. But can you talk a little bit about where you see thatmarket long-term and just give a little bit more color on sort of a two tothree year outlook of, you know, the opportunities you still see down there togrow?

Well, first of all, every country is different. You know,Venezuela has its own risks, as we're all aware of. Columbia had a huge influxof economic activity starting last fall that really spiked up and came throughthe first half of this year. And we're seeing that tail off a little bit. Argentina, there's some concerns with inflation pressuresdown there which really, can be a positive for us in the long-term. There'supside opportunity for us in Chile and Brazil continues to steer a good coursewith a good turn around, creating strong opportunities for us. We've beenthrough a bad period in Brazil for a couple of years, we had to shrink thebusiness and that business is now growing and expanding again and we're pleasedwith that.

Okay. Thanks. Thanks very much for your time.

One other point I'd like to clarify, somebody had asked meand I told you not to hold me about our commercial sales force, it was 60 andit will -- we'll double it by the end of this year to 120 commercial salesprofessionals.

Okay. Next question.

Our next question comes from Jerome Lande with MillbrookCapital. Please state your question.

Good morning.

Hi, Jerome.

I was confused by what you said, Michael, in the discussionof the reasons not to split the company with regard to synergy of earnings andcash flow between the two businesses. You mentioned they’re decentralizedoperationally, I understand that both businesses are cash flow positive?

At the current time both businesses are cash flow positiveonly because of the slowdown, Jerome, at Brink's Home Security because of thecurrent housing market, which has made it cash flow positive because ourinstallation rate has slowed down and as you know by our business model, thefaster we grow, the more investment that we have. And but if we return to the normal growth rates on newsubscribers it would probably be neutral or negative. And with our growth andour push into the commercial area, it would definitely be negative, which wouldrequire, when we did our analysis for a capital injection to make sure it hadstability or that the growth prospects could be impacted as I discussedpreviously.

So then the 1% difference in growth in BHS has switched youfrom negative cash flow to positive cash flow?

Yes. It is actually that powerful, because if we manage itright, which is what we've done this year. Our people have done a very good jobin maintaining good controls over the up-front costs, both of selling andmarketing and then installation side. And if you do that right, as you slowdown growth, obviously you can generate some cash.

Okay. And the advisors from Morgan Stanley and Greenhill,were they retained by the company or the board?

The same. I do not see the distinction or the difference.

Well, I disagree. I think if you asked the bankers, theywould see a difference. What does the agreement there?

The company retained them the company is run by the board ofdirectors and the management. So I do not see the difference, Jerome, I'msorry.

Okay. Well a lot of times you'll see advisors retained bythe board to be independent of the company and management, but that is not fortoday. Thank you very much.

Thank you, sir.

Okay.

Our next question comes from Karin Budyeah with Fox HillCapital. Please state your question.

Hey, guys. Congratulations on the quarter. I have onequestion. Could you quantify a little bit the opportunity on the commercialside, both on the top line, as well as the investment required and also if youcan go further and could you elaborate where the company has any metrics withregard to return on invested capital, with regard to any knew opportunity thatthe company may actually focus on?

All right. On the commercial side, we see that as the greatopportunity to expand the Brink's brand name into a sector and that is -- hasthis -- the same economics or better economics than current residentialbusiness, hence our ability to do it. Now that market is as large a market or larger than theresidential market and continuing to grow and concern about security and accesscontrol and monitoring in today's world is -- shows a stronger growth rate thanwe see on the residential side, so it is an attractive market. What we're trying to do is to maintain our disciplinedapproach to make sure we grow as fast as we can or look for acquisitions inthat space to maximize shareholder value without losing the economic disciplinethat we're after. We believe, I strongly believe that the EVA the economicvalue added on the commercial business will be better than the residentialbusiness with our approach and the strength of the Brink's brand name.

Could you elaborate why the EVA should be better than theone on the residential?

Yes. Because there will be less upfront investment in acommercial account than there is in a residential account.

Okay. Could you quantify the opportunity though? Like, howbig? I know you guys don't provide any guidance with regard to the new venture,but can we assume that the three years that the revenue would be like split?

The revenues well, hopefully, it will be over 25% of ourrevenue in Brink's Home Security, but that’s without acquisition.

Just organic. Okay. Thank you very much.

Okay.

Our next question comes from Wayne Archambo with BlackRock.Please state your question.

My question has been answered. Thank you.

Thank you.

Our next question comes from Tassos Recashinas with PiraCapital. Please state your questions.

Good morning.

Good morning.

This question is for Michael. I guess, Michael, you spent aconsiderable amount of time on this call describing your analysis of the splitand Morgan Stanley, your advisor, presumably incorporated all of the risk thatyou described when they formulated their valuation of the post split company,their estimated post split valuation should therefore serve as an objective andquantitative measure of both the risks and benefits of a split. With that said,can you please disclose to us what Morgan Stanley estimated the post splitvalue of the company would be?

You know, I've already addressed the argued benefits of aspin and commented on some of the mitigating factors and risks. You know, thereare those who would argue that there would be a bump in value using differentassumed multiples and market valuations, there are those who argue that bettermanagement focus would discount and on and on and on as I've already said. And I want to repeat what I've already said and of course,I'm not going to comment on any confidential board process or disclose anyconfidential advice that was given through that process.

Okay. You know, I think that while your results weregenerally strong today, the reality is no matter how well the company doesoperationally Wall Street will always attribute a significant discount to yourstock given your conglomerate structure and given that you won’t disclose withMorgan Stanley value to split company at, other publicly available estimatessuggest that a split would unlock substantial value. Despite this you continue to oppose a split and since youfirst disclosed your opposition to a split last quarter your CFO unexpectedlyannounced his retirement and your second largest shareholder MMI announces itintends to nominate four directors at your upcoming annual meeting. So my question now is, if MMI is successful in electing it’sfour nominees to the board and effectively removes you as Director and Chairmanof the company, will you resign as CEO of the company?

First of all, the purpose of this call is to talk about ourearnings and not to provide a stage for a dissident shareholder to comment ordraw me into a discussion that is inappropriate for this call. If someone decides to nominate a slate of directors and wagea proxy fight, which one shareholder has already announced, we will deal withthat in due course and see how things unfold at that time.

Thank you.

Thank you. Our next question comes from John Reardon withCrowell Weedon. Please state your question.

That is Kraul Radon in Los Angeles, California.Congratulations on a solid quarter.

Thank you.

Getting back to your announcement on the $100 million stockrepurchase. From your comments I gather, because it came at the end of thequarter that there have been no purchases, repurchases made yet, is thatcorrect?

We disclosed today that there were no repurchases madethrough the end of the quarter.

Okay. And so this $1million, this is just something that youare going to use on an opportunistic basis going forward, is that correct?

Yes. It is.

Okay. Thanks a lot.

Thank you.

Our next question comes from Jason Fortson with CohesCapital. Please state your question.

Hi. You pointed out the analysis that Morgan Stanley andGreenhill did in evaluating the security alarm business, is one of the metricsthey used is steady state operating cash flow in evaluating it. I understand your point about being able to look at thiscomparing companies on an EBITDA basis, given the different businesses but thatseems to be the best metric in the security alarm space and I'm wondering ifthey gave thought to that?

They took everything into consideration. One of the things Iwould like you will to do, okay, is, you know, Jeff Kessler is kind of the Deanon coming up with that formula valuation and published a piece recently havingto do with the sum of the parts value of our company. One of the things that you might want to doodle with thereis to take Jeff's formula and apply it to the comps that he used in thatpublication. And come up with any term that you want to come up with but let'scall it an under-valuation ratio or something, because we've done that. And I respect Jeff's work. But those comps that are closestto Brink's Home Security will show that they are more, quote, undervalued thanwe are. As an example, Tyco, which was used in Jeff's report if you use hissame formula, exact formula, right, was 67% undervalued. That same formula that Jeff used put us at 50. Put securecost direct at 50. So it is a metric. It is a way to look at it. We believe itis a great metric. But from a valuation perspective, I think you will besurprised if you take that formula and extend it yourself to see a similardisconnect to a degree that as Mr. Ritter said before, sometimes we scratch ourhead about, but we think the markets are efficient and overtime will recognizethe value we're building for our shareholders.

Thank you.

Thank you very much.

Ladies and gentlemen, this concludes today's conference.Thank you all for your participation. All parties may disconnect now.