Good day, everyone, and welcome to the Clean Harbors' ThirdQuarter 2007 Conference Call. Today's call is being recorded. There will be anopportunity for questions after the prepared remarks. (Operator Instructions). At this time for opening remarks and introductions, I wouldlike to turn the call to Mr. Bill Geary, Executive Vice President and GeneralCounsel of Clean Harbors. Please go ahead, sir.

Thank you, operator, and good morning everyone. Thank youfor joining us today. On the call with me today are Chairman and ChiefExecutive Officer, Alan S. McKim and Executive Vice President and ChiefFinancial Officer, Jim Rutledge. Before we get started, I would like to remind everyone thatmatters we are discussing this morning and the information contained in thepress release issued by the company today, announcing our third quarter 2007financial results that are not historical facts are considered forward-lookingstatements within the meaning of the Private Securities Litigation Reform Actof 1995. Forward-looking statements, including predictions,estimates, expectations, and other forward-looking statements generallyidentifiable by the use of the words believes, hopes, expects, anticipates,plans to, estimates, projects, or similar expressions are subject to risks anduncertainties that could cause actual results to differ materially. Accordingly, participants in today's call are cautioned notto place undue reliance on these forward-looking statements, which reflectmanagement's opinions only as of this date, November 7, 2007. Information on the potential factors and detailed risks thatcould affect the company's actual results of operations is included in thecompany's filings with the SEC, including, but not limited to, our Form 10-Kfor the year ended December 31, 2006, which was filed with the SEC on March 16and our subsequent 10-Qs. The company undertakes no obligation to revise or publiclyrelease the results of any revision to the forward-looking statements made inour third quarter press release or this morning's conference call other thanthrough the filings that will be made with the SEC concerning this reportingperiod. In addition, I would like to remind you that today'sdiscussion will include references to the acronym EBITDA, which is earningsbefore interest, taxes, depreciation and amortization. EBITDA is a non-GAAPfinancial measure and is intended to serve as a complement to results providedin accordance with accounting principles generally accepted in the United States. Clean Harbors believes that such information provides anadditional measurement and consistent historical comparison of the company'sperformance. A reconciliation of the non-GAAP financial measure to themost directly comparable GAAP measure is available in Clean Harbors' thirdquarter news release. A copy of this release can be found on our website, www.cleanharbors.com.A copy has also been furnished as an 8-K with the Securities and ExchangeCommission. And now, I would like to turn the call over to Mr. AlanMcKim for our quarterly review. Alan?

Thanks, Bill, and good morning, everyone. Because I knowthat many of our employees listen to our quarterly conference call, I wouldlike to start our call today by congratulating the entire company for anoutstanding third quarter. Our team's combination of hard work, industry expertise andexceptional customer service translated into another quarter of record growthfor Clean Harbors. Quarterly revenues came in at an all-time high of $245.5million, which is up 15% over Q3 of last year. Our revenue for the thirdquarter of the year demonstrates the strength of our business model and thediversity of our business. We generated solid results across our operations with strongcontributions, primarily from our Technical Services business segment thisquarter. Now let's discuss some of the growth drivers for Q3. Tech Service delivered strong year-over-year growth in Q3 asthe overall demand environment for our disposal facilities remain healthy. Overall utilization in our incinerators came in atapproximately 87% for the third quarter, despite scheduled maintenance that wasperformed at a number of our facilities. U.S. incinerators ran at a highcapacity, achieving 95% utilization, and as most of you know running at suchhigh levels is optimal for both revenue and profits as that enables us to improvethe mix in materials we're incinerating in our margins. Strong incineration levels at our U.S.facilities were somewhat offset by a decline in Canada. Similar to our secondquarter, utilization in Canadacontinued to be negatively affected by lower incineration rates at one of ourfacilities, which continues to experience lower throughput, while processingabove-average quantities of highly corrosive materials that result in a muchslower feed rate. As a result of these two factors, utilization in our Canadianincinerators was 70% for the quarter. Landfill volumes increased steadily in the quarter, up by16% over last year, and on a sequential basis, landfill volumes were up 15%over Q2. We continue to see a…

Thank you, Alan and good morning everyone. As you likely sawin this morning's press release Clean Harbors has achieved another recordquarter in Q3 generating revenue of $245.5 million. This is an increase of 15%from the $213.9 million we recorded in the year-ago quarter. As Alan outlined in his comments, we benefited during thequarter from solid operating excellence in both our Tech and Site Servicebusinesses, as well as some incremental revenue from our Romic acquisition. Gross profit for the quarter grew to $76.5 million,translating in to a gross margin of 31.1%. This is even more impressive whencompared with the 29.1% in the same quarter last year, during which webenefited from approximately $8 million in higher margin emergency responseproject work, in contrast to this quarter our emergency response contributionwas about $2 million in small scale projects. Selling, general and administrative expenses were $38.1million or 15.5% of revenues in Q3 2007. This compares with $26.9 million or12.6% of revenue in Q3 2006, which includes an $8.4 million benefit related tothe environmental change in estimates. Excluding this environmental credit or benefit, SG&Alast year would have been $35.1 million or 16.4% of revenues in Q3 2006.Accretion of environmental liabilities was $2.7 million in the quarter comparedto $2.6 million in Q3 of 2006. Depreciation and amortization expense was $9.8 million in Q32007 compared with last year's figure of $11.1 million. In Q3 of 2006,depreciation expense included $2.5 million related to the write-down of thecompany's Plaquemine, Louisiana facility. Q3 '07 operating income was $25.9 million, up 19% from $21.8million in the third quarter of 2006. As Alan mentioned, we exceeded our EBITDAguidance during the quarter with Q3 '07 EBITDA coming in at $38.4 million or15.6% of revenue, which exceeded last year's third quarter EBITDA of $35.4million. But this year-over-year improvement is actually greater thanit appears if you…

Yes, thank you. (Operator Instructions). Our first questionwill come from Rich Wesolowski with Sidoti. Rich Wesolowski - Sidoti& Co.: Hey. Good morning, how are you guys?

Good morning, Rich. Rich Wesolowski - Sidoti& Co.: Jim could you just clarify the guidance, I guess I am havinga tough time. If you look at 12% EBITDA growth from 2006 of $120 million, youget towards $134 million plus, and there's about $2 million to $3 million gapbetween, what that implies and what's implied by the $38 million to $39 million?

No, I think Rich if you take it, it was a $119.9 million. Rich Wesolowski - Sidoti& Co.: Right.

Last year in 2006, so that's a little lower than what youhave said. And then if you take our actual results for nine months and add thequarter guidance on the EBITDA, the low end and the high end, you come up with11.6% rounded to 12%, and then you come up with almost 12.5%. So, we are rightin that range of 12% to 13%. So, that's pretty much how it is calculated, is thatwhat you come up with? Rich Wesolowski - Sidoti& Co.: You know what, there is $2.2 million in the environmentalliability in the first half is that included?

I am sorry the $2.2 million environmental liability, yes,but also the $119.9 that you have for last year. Rich Wesolowski - Sidoti& Co.: Includes those gains as well.

Yes, it includes $9.6 million of the environmental creditso. Rich Wesolowski - Sidoti& Co.: Okay.

So, clearly we built on top of that. Rich Wesolowski - Sidoti& Co.: Perfect, the incremental EBITDA margin in the 4Q guidance isabout 60% versus what is a pretty strong run rate that I consider is about 30%that you posted in third quarter. Why would there be such a big jump there?

Yeah, I think we were looking actually even in the thirdquarter, if you take the environmental out, I think it came out to about 35%incremental. And just looking at the strength of the business, what's comingthrough in the mix, we see a good potential for EBITDA on that revenue base.So, that's kind of where we see it coming out. Rich Wesolowski - Sidoti& Co.: Can you discuss the 50,000 tones that you mentioned is 10%?What are the assumptions? I mean how of that is an estimate, it’s pretty sureyou are going to come out with the assumptions that go into it, and maybe alittle bit on which side specifically are you investing in?

Well, we won't get in to the specifics on which sites. Butbasically, our engineering group and our compliance folks working withoperations have been analyzing our facilities, because of the level of theutilization, and the demands that we are having in incineration. Particularly,here in the States and we have identified without expanding our overall permitsof those sites, to improve production at those facilities to take moreadvantage of the current permits that we have. Some of those are already in place as far as the permittingprocess, and we should expect by the end of this year to increase 7,000 tonesat one of our plants, because we've recently got the permit and now we areinvesting the capital. But these capital investments include upfront processingcapabilities to further drive the mix and our feed systems to improve our feedsand in some cases include backend plant adjustments to improve our throughput,from our air pollution control systems. And so we really look at thoseinvestments as real true growth projects for us, and we think that demand isthere for us to make those kind of growth investments now. Rich Wesolowski - Sidoti& Co.: Did you mention the domestic incineration capacityutilization?

Yes, we did. It was 95%. Rich Wesolowski - Sidoti& Co.: Okay. And finally, which of your businesses, segments, endmarkets would you say are the most economically sensitive and how have you seenyour activity in those during the last one or two quarters?

We really haven't seen any impact. I think when you look atour key end markets, our refinery business is very strong, our chemicalbusiness and petrochemical business is very strong, our utility business isstrong, pharmaceutical biotech is doing very well for us. Manufacturing has been relatively flat over the last four orfive years, so we are not seeing anything different there, from theiroutsourcing initiatives to just overall flatness in that as a percentage ofrevenue. But I would say, that the industries that we are targetingand the growth areas that we are going after are for industries that are hereto stay and don't seem to be as impacted by economic slowdowns. Rich Wesolowski - Sidoti& Co.: Great, thanks a lot.

Okay, thank you.

Our next question will come from Mark Grzymski with RBCCapital Markets.

Good morning.

Good morning.

Good morning.

Congratulations.

Thank you

If you could just talk about pricing, I mean you had greatgross margins and volumes were very strong, so that obviously helps. But Alan,pricing is helping to offset the higher costs that you are mentioning, correct?

I would like to think so. Yeah.

Yeah.

We are seeing higher healthcare costs and other inflationarycosts as all businesses do and absolutely.

Do you think that some of the pricing initiatives that youhave undertaken earlier in the year, should we continue to see benefit in theforward quarters given the mix of business, etcetera?

Well, I'd like to think so. We are really concerned aboutthe price of energy, the price of crude oil is certainly impacting all of ourcustomers and certainly impacting us, and we are working hard to keep up withthat ever changing cost. But, there is no question that we continue to focus on thepricing of our services and making sure that we are basically trying to doeverything to maximize our profitability here for the risks and the investmentsthat we are making in our business.

I think it is paying off there. Alan, last year in thefourth quarter, you guys ran really hot in the incineration, and then in Q1 ofthis year obviously with the shutdown, you kind of got hurt. And I know you hadplans to shutdowns in the third quarter, you didn't expect to have that sameissue come up with the strength of business right now. Do you expect continuedmaintenance shutdowns in the fourth quarter, even with demand being strong?

Yeah, we just have to take our plants down. It's not reallya one of our choice, but whether it's refractory work that has to get done orannual air pollution control testing that needs to take place, we have to, andwe will be taking down some plants in this quarter as well and certainly wewill in the first quarter. We hope that it won't be to the extent that we had in thefirst quarter of last year. We are hoping that we will have a couple of plants pushedout to April if we can get those completed with a turnaround this quarter.

Okay.

Our demand is so high, that it's tough to take a plant downbecause there is not a lot of room there.

Understood. Just two quickies, and here first, I assume thatthe EBITDA guidance of 12% to 13% growth, Jim, really now just doesn't assumeany event business. So, any event business in the Q4 would probably be upsideof that number, correct?

That's correct.

Okay. And lastly, Jim, on the tax rate, should we continueto assume about a 39% effective tax rate?

Yeah, it's in that 37% to 39%, but if you add the FIN 48effect, that's what brings you up to that 43% to 44%.

Okay.

So, really if you wanted to look at what's going to comethrough on our financial statements, it would be more in line with that 43% to44%, but the more the number that comes closer to our cash number because theFIN 48 is non-cash would be the 37% to 39%.

Okay. 37% to 39%. Great, thanks guys, great quarter.

Thank you.

We'll go next to Ted Kundtz with Needham & Company. Ted Kundtz - Needham & Company: Yes, hello guys.

Hi. Ted Kundtz - Needham & Company: A couple of questions for you, could you go back to thesolar energy issue, the price of oil and the effect on the captives, theirincineration expenses got to be skyrocketing. And I am wondering if you cankind of give us a little bit of sense of where you see that that businessgoing, you often talked about the captives coming off market and turning someof that incineration needs over to you guys?

Alright. Ted Kundtz - Needham & Company: Could you kind of address the economics of their businessnow as the price of oil just keeps skyrocketing here?

Well, I think each one of them has probably their own costmodel, but overall I would say that we've seen in a last few years, thecaptives shrinked to 78 now from where it was, just two or three years ago. So, we have 78 captive plants. We think, there are at leastfive more plants, and I used five in the past. But a number of them haveclosed, and that's why we are down to 78. An additional number of plants shouldreally be looking at outsourcing. When you look at their cost of energy, andtheir cost of operations on a per pound basis versus their outsource cost. It'sconsiderably cheaper for them to use commercial facilities. And we've seencompanies making that choice. And we think that's good for our business andit's good for our customers, quite frankly. A lot of these captives were built in the late 80's andearly 90's, when pricing was substantially higher than it is today. And so, wecontinue to see them make that decision. And the other point is that we cansome how offset higher energy costs, if we can use other people's waste to runour plants. And we have got a team that's really focused on that. Most of ourcustomers who have captives, can't bring another peoples waste, to offset theirenergy cost. And so, they are really held to whatever the cost of natural gasor diesel is to run their plants. Ted Kundtz - Needham& Company: Alright. So, your advantage is accelerating here. So, do youget the sense that, more of these captives are going to be making thatdecision? You mentioned five. Do you expect five to come off market in the nextyear? Is that the number you threw out there?

We don't necessarily control sort of to speak what they aredoing. But we are assuming, that that's what going to be coming off line, basedupon the increase that we are seeing, and some of the request for proposalsthat we see out there. Ted Kundtz - Needham& Company: How much volume would that represent? Do you know thetonnage associated with that?

Some of the material, that they are currently incineratingis probably material that does not have to go to a commercial incinerator. Andso, it is safe to say, based on the five that we’ve identified, there is about50,000 tons of material that could go to a commercial incinerator. And that’snot to say that we’re going to win it all either. But I think just overall,that’s above the volume. Ted Kundtz - Needham& Company: Okay. And I would say, there would be upside to that number,I mean I just got to believe it, with these energy prices.

Well, that’s the whole issue with the volatility in energyprices that we are all facing, whether its motor fuels to run our trucks or,the price of diesel is just sky rocketing. Ted Kundtz - Needham& Company: Okay. Another question I had for you guys, do you have CapExplans for next year in total? You mentioned the incremental ones.

Ted, we are working through the budgets now, and we havegone through that. But I expect just a round, round figure, to probably be atthe level we are at this year of being at about $40 million next year. Ted Kundtz - Needham& Company: Okay.

So, we're kind of going through that budget cycle right now.And clearly the affect of some of the CapEx that Alan talked about with respectto the additional capacity and the solvent recovery plan will have an affect onthat. It could drive it higher. But I don’t have an exact figure on how much itwill effect next year. Ted Kundtz - Needham& Company: And the incremental revenue from that, well you are reallytalking about the completing these projects towards the end of next year. So,is that correct or some of them could be completed sooner?

Yes, some will be sooner, that they will be throughout theyear quite frankly. But maybe some of the capital spending in some of thebigger projects, because so much equipment has to be ordered. It won't comeuntil the end of the year or the beginning of the following year. Ted Kundtz - Needham& Company: Okay. So, we shouldn’t just add on that, we should add moreof the access capacity coming on towards the end of the year?

I would say, yes. We expect to get about 7,000 tons by theend of this year. Ted Kundtz - Needham& Company: Right.

Which, we already have. Ted Kundtz - Needham& Company: You mentioned that.

Yes. And then it will kind of come in through the end ofnext year and the beginning of the following year as is our plan. Ted Kundtz - Needham& Company: Okay.

We really want to accelerate that quite frankly, some ofthose projects had been on design phase for a couple of years, and just hadnever been brought up to get the capital investment that they needed. So, thatwe are going to accelerate some of these projects that we've alreadyidentified. Ted Kundtz - Needham& Company: Okay. One last question, just on the landfill side. Couldyou give us, what is percentage of revenues that represents now and where doyou see that growing? It’s a very nice quarter I guess in landfill thisquarter..

Yeah, it’s somewhere around $75 million to $80 million, thatwe are talking about in total landfill revenues on an annual basis?

On an annual basis, that is that of course. Ted Kundtz - Needham& Company: And how do you see that growing next year?

We still have opportunities for growth there. We receivedour new permit in Texasat our Altair landfill. And that was about a year after our plan if would, wejust received that last month, and putting forth the plan now to grow thatbusiness. We still see growth opportunities in Canada, particularly up in the OilSands. We've got a brand new landfill being constructed at ourexisting site in Alberta.So, we would like to think that we can grow because of the Oil Sands growthgoing on in that market. So, I think overall if we could get our landfillrevenues close to a $100 million on an annual basis that’s a good number tothink about. Ted Kundtz - Needham& Company: Sure for next year?

Yeah. Ted Kundtz - Needham& Company: Great, terrific, thanks very much.

I would say that’s our goal to get to that $100 million, andI am not sure whether we are going to get there next year. I hate to write thatdown, but. Ted Kundtz - Needham& Company: Right, maybe on a run rate type of basis you are talkingmore about?

Yeah. Ted Kundtz - Needham& Company: But by the end of next year?

We would like to get there. Ted Kundtz - Needham& Company: Okay.

We are going through those very budgets right now Ted. Ted Kundtz - Needham& Company: Okay. Terrific, thanks a lot, very nice job.

Thanks.

Al Kaschalk with Wedbush Morgan has our next question.

Good morning, Alan. Good morning, Jim.

Good morning.

Good morning.

I wanted to just follow up on the capital investments thatyou are making and maybe just get a little bit clarification and maybe a littlebit more granular. Alan, is it contracts or projects that you are seeing outthere coming up for proposal or bid opportunities that you want to make theinvestments over the next 12 months, or is it is work that you sort of won andgot in the pipeline and need to at a timely basis get this capacity headed on?

I think it's the visibility that we are seeing with thevolumes of our business from our repetitive waste generators, and I also thinkthat it is being result of the anticipated increase demands with the captivescontinuously looking for outsourcing and for them to wind down those plans. Itmakes no sense for those plants in some cases to continue to run at 40% or 50%with the cost of energy these days. So, I think it's twofold, Al.

But there isn't a schedule for the five that you sort of toa circle around. There isn't a set timeframe which they are planning toshutdown. There's just expectations from your side or has there beencommunication in the marketplace that's you have seen that these five are veryprobable. What I am trying to get out is the -- as you roll out into '08 andyou have plant shutdowns, is that the time you are planning to do this capitalinvestments or you'll be going along at some point and you see something isgoing to shutdown in the short order that you need to accelerate CapEx?

No, I think all of this would be planned and requiredpermits and major components being constructed. We typically make modificationsto our plants during our normal shutdown and it may add a week shutdown too, atwo-week turnaround that we might be doing at a particular plant to get thisincrease capacity. And I would further say that we are looking at not onlyincreasing the capacity, but lowering out cost, lowering our handling cost atsome of these plants by automating more of our upfront processing of some ofthe waste that we are handling. So, we can be a lot more efficient in processmore material, more efficiently. So, I guess, I would say this is sort of like the next stepin improving the operations of our nine incinerators and some of them will seea benefit of this new capital investment project and some of them won't. But,we are constantly looking at taking those plants up a notch, and that's whatthis capital investment is really all about.

In terms of the -- previously you have communicated costinternalization efforts or sort of size of a effort to reduce cost over a cyclecouple of years. I know the hiring of Jane, that's going to be one of her levelof focus. But, do you have a rough idea of what dollar value still sits outthere, where you think could be contributing to margin expansion over time?

Yeah, I would just mention out that we typically go throughas part of our budget cycle, enumerating all of the cost savings projects inall of our businesses and generally what we have been targeting is roughlyabout $20 million and we have been coming in $15 million to $20 million range ayear. And, clearly we need to do that to offset increased costs that we have,all the things that Alan mentioned, healthcare, the cost of chemicals andconsumables that are affected by fuel price etcetera. But some of that clearly goes to margin improvement, if Ihad to put an estimate on how much, I would say, half probably helps our marginvery roughly. But clearly, we need to keep doing this and the procurement areathat you mentioned was bringing Jane on is clearly an area of focus for us,where we have got so many locations that have their own purchasing programs andso forth and we want to consolidate that and make use of national vendors andrelationships with suppliers. So, we see some good opportunity there.

Is that something that we should expect inside the 12 monthson the procurement side specifically?

I definitely think in the next 12 months, we'll see somegreat improvement there. Obviously, we are going after some of the low hangingfruit, but I think it goes beyond that. And what we can do in the various areasranging from transportation to materials and supplies right through our supplychain.

Okay. And then finally, sort of a two parted, but on theG&A side and the P&L, it looks like it was up a little bit more than Ihad expected anyhow. And with the weaker dollar, is that where we are seeingthat recorded as relates to the environmental liability. Well, how does thatimpact if the dollar continues to sort of weaken or sort of all time low heretoday, obviously that going forward, if it's strengthened, do we get a benefitfrom that?

Yeah, absolutely. We are kind of hoping it's the end of howmuch the comparison of the Canadian dollar to the U.S. dollar have. TheCanadian dollar has strengthened. But clearly that has had an affect on us. Andwe've had, although it's less than $1 million, probably somewhere around 700 to1,000 in that area, we saw an affect in the quarter, where we were negativelyimpacted by the Canadian dollar strengthening during the quarter. But again notmaterial, but nonetheless it was a factor in there.

Thank you. And strong execution.

Thank you.

Our next question will come from Arnie Ursaner with CJSSecurities.

Hi. Good morning. First question I have and I did jump onyour call late. Did you comment or can you speak to how the regulatory changein Ontariohas impacted your Canadian business so far?

At this point it hasn’t. We invested a little over $3million to put in the pre-treatment technologies, to handle the pre-treatmentof inorganic materials going into our Sarnialandfill. And so, that is operating efficiently and is supporting the needs ofthat plant. By 2010, we will be in a position to handle the organicmaterials, which is another regulatory change that will be taking place at thatsite, and don’t anticipate any significant change. Pricing certainly will bechanging for both of those types of waste streams, as we add more costs topre-treat those materials. Very much like what happened in the States back inthe mid 80's when the LVIs were put in effect here.

The second question I have and again I apologize if you havecovered this. But I gather your guidance does not include any contribution forevent activity. And we had minimal activity in Q3. I don't think you quantifyit or mentioned any impact in Q3. Given we almost never had a quarter withoutany, why are you being quite disconservative at this stage?

Typically, when we give out guidance for the quarter, if wehad an event going, and had an estimate of what we thought that was going tobe, we would include that. And at this point today we don't have any major eventsgoing, and emergency response business in the third quarter plus and a coupleof million dollars I think Jim.

That's right.

So, there has just been a real slowness for us and themarket. There has been few events out there that we haven't participated in,but nothing anything of size until this point. Arnie, we are not anticipatingin the fourth quarter in our guidance any event revenue.

That's right.

And the good part of that, too, is that with the reductionin event work our Site Service business has been replacing that with nice coreof base business, so that's the trend we are seeing and continue to see.

So, you are not quite prepared to give out '08 guidance atthis point, but can you give us a feel for what sort of price increases you aretargeting or hoping to achieve in '08? And remind us again of how sales forcecomp is driven by the ability to get cost relief or price relief?

Well, we are in a budgeting stage tight now, and ourbudgeting process is really very detailed bottoms up budget by comp, by a lineof business. And so that is an on going process that we will have done probablyby the first week in December. And we'll have guidance for the Street when wedo our year end call. Regarding pricing, we see opportunities particularly in theincineration side of our business. But in other parts of some of thegeographies we are into, improved on our pricing, particularly on thosedifficult treat streams, where we continuously are getting more costs, thingslike caustic [and lime] and some other chemical reagents, particularly in ourlandfills have been increasing quite a bit, and so we have been working hard topass along those increasing cost to our customers to a form of price increase. So, that is something that we are going to continue. Wedon't have a firm percentage to share with you today. But, clearly that's aninitiative that will be ongoing next year.

Final question for me if I can. You use a fair amount of oilin running your business, obviously you have trucks that are out there. Withoil approaching a $100 a barrel, can you quantify the negative impact you havebuilt in or expect in Q4 from the higher oil price?

Yes, our fuel purchase is about $20 million on an annualbasis, right now. And as you can imagine, a big percentage of that has beendiesel, and even as gas trended down in the summer time here. Our diesel priceshave continuously sky rocketed, and it really were at an all time high thismorning. Crude will continually have a big impact, obviously on that, and nowon gasoline as well. We run a large fleet of trucks, gas trucks and things. So, we think just overall fuel is going continuously to bean impact on our business. We have been pushing our fuel surcharges to try tooffset that. And customers have been very receptive and understanding aboutthat, many of them in turn charge fuel surcharges. We still have a very largeoutsourced transportation fleet. And we have got a number of key partners inthe transportation side of our business that are passing on fuel surcharges tous in that area. That's one of the reasons why I think our cost reductionsand transportation haven't been as successful, because their fuel surchargeshave been going up consistently over the last couple years. So, it's somethingthat we really managing very closely and we got a good handle on them.

Thank you very much.

Okay.

Our next question will come from Vito Menza with SandlerCapital.

Hey Alan, hey Jim, really great quarter, I mean the numbersspeak for themselves, especially that incremental margin you showed. Justbookkeeping question, Jim, what was cash flow from operations this quarter?

Yeah, the cash flow from operations, I want to say roughly,let me just get the right number for you here. So, from operations that youwill see on the -- for the quarter that you'll see as part of our cash flowstatement in the Q is $34.5 million. We're finishing that up right. So, it wasa nice quarter from cash flow from operations.

Great, [strong all around] guys congratulations. Great,great quarter.

Thank you.

Thank you.

We have a follow-up question from Rich Wesolowski withSidoti. Rich Wesolowski -Sidoti & Co.: Hi, thanks a lot. Can you discuss what factored into thedecision of maybe review, you mentioned earlier on the call, I didn't catch it.Decision on El Dorado,why you are investing in the recycling capabilities, I was under the impressionthat that was one of the lower value added services that bring in theincineration portfolio?

Really, between infrastructure they have, what's alsoexciting about that site is, we have a waste to energy boiler at that facilitywhere we offer our customer recycling credits for handling the solvent streamsand generate steam. So, we have a tremendous amount of surplus steam, we have amajor wastewater treatment facility, we have rail at that site and we have atremendous organization down there. And I think now after acquiring that after a year, we wantto continually make investments in that location. We've hundreds of acres ofsite there that we can expand and it's in a great location. Rich Wesolowski -Sidoti & Co.: How much of the Site Service growth that you have, say thisquarter, last quarter, so far in '07 is based on units that have been openedduring the last 18 months versus stay like a same store sales from yourHeritage northeast operations?

It will be a guess, and I think, Rich, at this point on thecall here at least I know we have that data, I know Dave Parry and Gene Cooksontrack that. As you would expect when you have the number of branches we have,you have some of the same stores that are doing quite well and others thatmight have a slow period, if you would. But the nice thing about it is with the number of branchesthat we now have, we can shift resources from one location to another. So, wecan continuously keep that utilization up high and support any real bubbles ofgrowth that might be out there. But the new offices are doing well for us andwe are optimistic that we can keep opening up additional branches. Rich Wesolowski -Sidoti & Co.: Okay. Finally, could you just confirm your intention topayoff the $90 million and 11% plus debt in '08?

That is the intention, Rich, absolutely. Rich Wesolowski -Sidoti & Co.: Great, thanks a lot.

Thanks.

Thank you.

Our final question will come from Mark Grzymski with RBCCapital Markets.

Hi again.

Hi

Alan, the $50 million, excuse me the $50,000 in additionalcapacity, there is no correlation between that and the fact that you said thefive incinerators that potentially are coming off-line, the captives that equatesabout 50K?

No, actually the capacity increases that I mentioned werereally bottoms up detailed approach to maximize the throughput of ourfacilities. And so, the 50,000 tons that I mentioned that could come out of thecaptive market is somewhat of an estimate for the call here, but I think it'spretty good one.

Okay. And then just lastly acquisitions. You've got a greatbalance sheet. You are paying down the $90 million, it’s even going to getstronger. And there are plenty of areas to grow, what are you targeting rightnow from an acquisition standpoint?

We continuously look at opportunities to help us eitherexpand geographically or to add more disposal capabilities, to expand our Site Servicesbusiness in a larger or more meaningful way than opening up some of the newoffices that we are doing sort of on a one off basis. And I think that we aretrying to be selective, we've looked at a lot of opportunities out there andpassed quite a few of them frankly. And we want to be prudent. We are excited about paying offthat high yield debt, getting that behind us. And maybe, relevering the balancesheet to take advantage of some growth opportunities through acquisition nextyear. So, I think we're good, and as you said, we are well positioned for that.

Okay. But would you expect something in the next 12 monthsfrom an acquisition standpoint. Do you think there's enough out there or something may pop up?

I don't say expect would probably be the right word, but wewill continuously pursue that. I think we are good at it. If we can find somepartners out there, where we could gain some management and leverage ourinfrastructure here, our systems, our plants, it would be wonderful. Romic is anice little deal for us and there are other opportunities like that out there.But I wouldn't set any high expectation. We are going to continuously look atit prudently.

Great. Thanks, guys.

Okay.

At this time, we have reached the end of the questions andanswers. I will now turn the conference back over to Mr. Alan McKim for anyadditional or closing remarks.

Okay. Well, thanks very much for joining us today and foryour questions. We look forward to talking with you at the end of our fourthquarter. And share with you not only full-year, but also talk about ourguidance for 2008. Thanks, again.

That does conclude our call. We would like to thank everyonefor their participation. Have a great day.