Good morning, ladies and gentlemen and welcome to Dominion'sThird Quarter Earnings Conference Call. We now from Tom Farrell, Dominion'sChief Executive Officer and Mr. Tom Chewning, Dominion's Chief FinancialOfficer in conference. Please be aware that each of your lines in a listen-onlymode. After conclusion of Mr. Chewning's prepared remarks we will open thefloor for questions. At that time instructions will be given as the procedureto follow should you want to ask a question. I would like to turn the call over to Laura Kottkamp, Director of Investor Relations.Laura, please go ahead.

Thanks, Lindsay. Good morning and welcome to Dominion'sthird-quarter earnings conference call. During this call we will refer tocertain schedules included in this morning's earnings release or to pages fromour third quarter 2007 earnings release kit. These schedules are intended to answer the more detaileddiscreet questions pertaining to operating statistics and accounting. InvestorRelations will be available after the call for any clarification of theseschedules. While we encourage to you call with questions in the timepermitted after our prepared remarks, we ask that you use the time addressquestions of a strategic nature. If you have not done so, I encourage you tovisit our web site, register for E-Mail alerts and view our third-quarter 2007earnings documents. Our web site address is www.dom.com/investors. Now for theusual cautionary language. The earnings release and other matters that will bediscussed on the call today may contain forward-looking statements andestimates that are subject to various risks and uncertainties. Please refer to our SEC filing, including our most recentAnnual Report on Form 10-K and quarterly report on Form 10-Q for discussion offactors that may cause results to differ from management's projections,forecast, estimates and expectations. Also on this call, we will discuss some measures about ourcompany's performance that differ from those recognized by GAAP. You can findthe reconciliation of these non-GAAP measures to GAAP on our Investor Relationsweb site under GAAP reconciliation. I will now turn the call over to our CEO, Tom Farrell. Tom.

Thank you, Laura and good morning. This morning I am goingto discuss our newly aligned business units, provide an update on our growthprojects and regulatory status, highlight operational achievements andtransactions for the quarter, and comment on the Board's decision to increaseour dividend and approve a two-for-one stock split. Tom Chewning will then review our third-quarter earningsresults, explain significant items included in GAAP earnings but excluded fromoperating earnings, touch briefly on our progress to repurchase common shareswith net divestiture proceeds, and discuss financing plans for our growthprojects, particularly in Virginia. This quarter, we closed on the last of the E&P propertysales with the sale of the Mid-Continent reserves to Lynne energy for $2billion bringing total gross from the sale of our non-AppalachianE&P assets to nearly $14 billion. The separate aspect of the strategic realignment was ourreorganization effective October 1st into three operating units. DominionVirginia Power, which includes the regulated electric distribution and electricoperations in Virginia and North Carolina, as well as the nonregulated retailenergy marketing and customer service operations. Dominion Generation, which includes the regulated andunregulated power generation business, and Dominion Energy, which includes thenatural gas distribution, transmission, gathering and storage operationsincluding Cove Point, as well as our Apalachicola-based E&P operation andservices. This alignment positions us to best execute our growthprojects and construction programs beginning in 2008. In actuality, we’ve begunto take the necessary steps to realize many of these future plans for projectsregulated by the state of Virginia, those under FERC jurisdiction, and those inour unregulated portfolio. We have more than $6 billion in growth CapEx outlined forthe next three years for our regulated and unregulated businesses. We have anumber of project applications, as well as actual construction runningconcurrently that position us to begin decade of new construction. As most ofyou are aware, the legislation enacted in April of this…

Thanks, Tom. Before, I review the third-quarter results, Iwant to discuss the newly aligned business units in terms of how they affectour financial reporting. We realigned our business units on October 1st, as TomFarrell previously outlined and we will report by these new business segmentseffective with year-end 2007 results, however, our third-quarter andyear-to-date numbers continue to be reported under the organizational structureincluding our E&P segment. Dominion produced operating earnings of $1.72 per share inthe third-quarter 2007 compared to $1.88 per share in last year's thirdquarter. The decrease is primarily attributable to lower natural gas and oilproduction, due to the sale of our non-Appalachian properties, the absence of abenefit from business interruption insurance recorded in the third quarter of2006. Lower contributions from the company’s producer services andgas transition businesses. And non-recurrence of gains from sales of excessemission allowances. These negatives were partially offset by the recovery ofVirginia fuel expenses, which is returned as a pass through to customers onJuly 1, higher contributions from the merchant generation businesses, lowerinterest expenses and lower average common shares outstanding. Complete details of third-quarter 2007 operating earningscompared with third-quarter 2006 can be found on schedules 4 and 5 of ourearnings release. Most significantly, in the wake of our sale of E&P, wesaw better-than-forecasted earnings in our delivery, energy and generationareas. With the realignment of operating units, we anticipate thatyou will see greater transparency in our earnings drivers within each businessunit, beginning with guidance in the first quarter and full 2008 year, whichwill provided in our January 2008 call. On a GAAP basis $7.24 in the third quarter of 2007, comparedto earnings of $1.85 per share in the third quarter of 2006. Factors that ledto most of the third quarter gain included in reported earnings, but excludedfrom operating earnings right to the E&P divestiture. Net against the…

(Operator Instructions) Our first question comes from DanEggers with Credit Suisse. Sir, please go ahead.

Good morning.

Good morning, Dan.

The first question I guess can you talking about Virginiacity a little bit given and our position we have seen elsewhere in the countryit new called. What is the appetite in the state and is there any risk weshould be thinking about as far as getting all the approvals there.

Good morning, Dan. The couple of things to keep in mindabout Virginia city. It is being built in the coal-producing region ofVirginia. The plant was initially thought of or encouraged by an act of ourGeneral Assembly, which established the construction of the coal plant in thatregion of the state. It’s is not only meeting helping to meet Virginia's energyneeds but also specifically as an economic development project for that portionof our state which is relatively higher unemployment. The plant has alreadybeen found to be in the public interest by the State Corporation Commission inan initial preceding that was filed last year. So we are very confidence that the plant will be approved.There are obviously people concerned about coal as there are -- every otherpart of the country. But we think we had, there is an unique situation here. Wedo believe the plant will be completed. I will also, point out that this is a fluidized bedtechnology which has very low NOX, SOX, mercury emissions, and we are workingwith Virginia tech University on carbon sequestration projects in the region,the plant is carbon capture compatible in its construction and design. So wethink, we will be able to demonstrate to everyone that it is perfectlyappropriate to proceed with that plan.

Great, thank you. On the State Line decision to unwind thatcontract. I know that was planned at one point in time that you consideredselling. Can you just talk about the thought process of deciding a core assetyou guys want to hang on to and how it fits into your portfolio from yourperspective?

We, as part of the marketing of our three peaking units thatwere sitting there in the Ohio valley, basically we included State Line. We sawmore value in State Line than any of the bidders did so made the determinationthat, to keep it. And I am thrilled that we did particularly now that we havebeen able to buy out the contract with Exelon in a transaction we said is thatwe could use these funds from the E&P transaction and buy back stock or canwe find a transaction that is more accretive than using the funds to buybackstock. So we talked to Exelon about it, they are willing to discussit, the negotiations went on for an extended period of time as you might expectand but fortunately we were able to consummate that. It is an excellent plant.It sits in a perfect spot to help serve the needs. It right outside the city ofChicago. And we are very pleased to be able to get, capture themarket value of that plant now rather than having to wait another four years.As you know, we have similar contracts at Kincaid which is twice the size ofthis plant same ten year on it we have a similar contract on our Elwood peakingfacilities and we have a contract on a Kiwanis facility that expires a yearafter this fossil plants. Part of our job here is to safely converting some of thatlocked-up value forward. Prior to the State Line plant, we had about $250million in pretax margins that we were missing out on because of thoselong-term contracts we got when we bought those facilities. So, we are working away on that. But at the end, thosecontracts will expire and we will benefit from that happening.

I guess just one last question. When do you expect thepieces of Cove Point to come? I think there was same year kind of a phasedstart-in from those. Should we assume its all end of '08 or where it endsearlier in '08?

Hi, Dan, this is Paul Patterson. You should expect that tocome into service like third quarter early fourth quarter '08.

Thank you for your question, sir. Next question comes fromDaniele Seitz with Dahlman Rose. Madam please go ahead.

Thank you and I was just wondering what is the totalcapacity of the peak you intent to build and what should be -- what do youanticipate to be the total cost?

Daniele, this is Mark McGettrick. The two peakers that we’veapplied for at Ladysmith and gotten approved in aggregate that’s 300 megawattsand they are going to cost about $135 million. They will come on line summer ofnext year. The third peaking unit that Tom referenced was an additionalunit at Ladysmith, which will be 150 megawatts and will cost about $79 million,and it will come on in the late summer of '09.

Okay and in the best-case scenario, when do you anticipateto see the beginning of earnings on that core plant. I know it could be far inthe future, but in the best-case scenario.

On the coal plant.

On the coal plant, that regulatory proceeding is scheduledfor January of next year. We are already accruing AFUDC on that plant, but wewill see some book earnings next year. Once the plant is approved, it will getwider treatments so we will begin to get cash earnings beginning 01/01/09 onthat.

Great, thank you.

Thank you.

Thank you for your questions. Our next question comes fromPaul Patterson with Glenrock Associates. Please go ahead, sir.

Good morning, guys.

Good morning, Paul.

Just a few quick questions, the first one is on the morefrequent equity issues in 2009. I think you indicated it the accretive. Can you give us a little bit a little more sense of kind ofthe total amount you might be thinking about there. And then Dominion Capital,what caused the impairment and should we -- is that finally done? Are we sortof over with Dominion Capital or there a potential for other things tohappening is there any credit situation?

I am going to, let Scott to answer the second question andthen I will answer the first.

Well, at Dominion Capital, we have about $200 million offinancial assets left. $125 million will in the of CDOs and mortgage residuals,which are left over and we are currently talking about a buyer in each case,and those the impairment for the third quarter certainly reflects currentmarket conditions for that. The remaining -- the remainder of that $200 million about$75 million is associated with Vidalia Hydro Assessment, which is strategic andwe will plan on keeping that going forward. We also have $167 million, $168million of tax assets roughly 40 of it are simply prepaid taxes and in thebalance about a $125 million are deferred taxes, some of which are expected tobe released, when we actually sell the financial assets I just mentioned, the$125 million. So, we are making progress, we sold another operatingcompany in the third about $30 million. We are making progress, this currentmarket disruption has slowed us down just a little bit, but we expect to makemore progress either between now and the end of the year, certainly into '08.

And for the write-offs for the most part look like they areout of the way?

That's correct.

Okay, great.

Paul, the first question, when we take a look at our cashflow after maintenance CapEx and dividends we do have positive cash flow, butnot sufficient to fund a 50/50 ratio of equity to debt on our new growthprojects. So its we have a situation in which you will have well under$1 billion dollars of new weak equity each year in 9 and 10 that we wouldexpect to be breaking up in the form of our dividend reinvestment program thatwill account for $200 million or more and then obviously relatively smallequity offerings. We are being intended particularly in Virginia, to we have a50/50 debt cap structure there and we are getting projected quick and beginningin 2009. So, it makes a lot of sense to go ahead and issue that equity ratherthan let it hang over the market as we are actually collecting rates from ourcustomers that will pay us a return on equity, as well as the interest expenseon the debt

Okay great thanks a lot guys.

Thank you for your question sir our next question comes fromPaul Fremont with Jefferies. Sir, please go ahead.

Just a quick question on the 2008 guidance. There is goingto be a remaining stream of earnings that I think are associated with VPPtransactions that you took back in house. Are those should we look at theearnings from those as being included in the of 610, 625, or are they going tobe held off as nonrecurring.

Well they are included in the 610 and 625; however, when welook forward to 2009 and beyond, when they are not going to be there our plansstill grow 6% or greater over the EPS of 2008 and 2009. So, yes, they areincluded. They will drop off, but we more than make up for it in other ways.

Thank you very much.

Thank you Paul.

Thank you, for your question sir. The next question comesfrom Paul Ridzon with Deutsche Bank. Sir, please go ahead.

It’s Paul Ridzon With KeyBanc. Can you hear me?

Yes Paul Good morning. Everybody is named Paul. But…

I think Paul Debose is next. Just a detail. The $300 millionthat you still have sitting, is there kind of a placeholder for that in yourguidance or could that investment opportunity be incremental?

Well it really won't change the range for this point. Is thesale will beyond the year January 31 and update our range for the year. Isanything, it can certainly raise the low end above where we have given it tothis point. But and help us get to the top end. We have certain options.And so some are more accretive than others and so we won't be able until year-end to know what happened with that money. And we will give you more guidance.So we wouldn't change necessarily our range right now as we haven't accountedfor it yet, but it will definitely help.

Okay, thank you very much.

Thank you for your question, sir. The next question comesfrom Jonathan Arnold with Merrill Lynch. Sir, please go ahead.

Good morning.

Hey, Jonathan.

Hi, Jonathan.

Just reading the press release on your statements on thedividend and how people we should expect similar sized dividend increases in'09 and '10 to reach the payout ratio and firstly I am guessing you are talkingpercentages. And secondly, does that mean that the increase we just hadeffectively you see that as a 2008 increase and the next one would be we’velook at late '08 for payment in '09.

We can't speak for our directors. They took the decision togo to $0.79 for this quarter. I think we can obviously assume that if thatunless they get together again was they can any time and decide to want tochange it, but I would assume that we would get back short of that to havingthat as an annual rate. And then the increases we would have in '09 would be guided,say, to around a 53% payout ratio and then take earnings for '08, add 6% times53 if you want to play a modeling game and then add 6% to those earnings andthen go up to 55%. And but I would think the calendar year '08, just a modelfor modeling purposes right now would be at this rate of $0.79 a quarter.

Okay, thank you. One other thing I apologize. I might havemissed this. I believe there was a date in the merger agreement with equitableon the LDC sales where you of November 1. I think, that is today to either toextend the agreement or not. Can you just have that been extended until theyhave new final days or anything like that?

Jonathan, actually I think, the original merger agreementhad a June 1st date or some like that. We have extended that twice. And thepresent state of it is that at the end of November 1st, either party has theright to give notice that they don't want to proceed. So there's no additional extension drafted up or written up.We are now in a position sort of if anybody wants to walk, they can walk. Ithink that we do not expect that to occur. We have no indication that that willoccur. We talked to equitable on a daily basis about proceedingwith the transaction. And as we said in the beginning Jonathan, you may havemissed this part, we expect a decision from the Third Circuit during the monthof November on the Peoples part of it. As far as Hope goes in West Virginia, the commission Ithink, the opening briefs are actually due today and the final briefs are dueon the 16th, simultaneous file briefs on the 16th, and they could rule any timethereafter. All the evidence is done and all that. It is just now, thelawyers putting the briefing. So we are confident that we will prevail on bothof those and that we will close by the end of the year.

But you anticipate some further extension, sort of anopen-ended agreement that the point?

Yes.

Okay. And one quick other one if I may. On Dominion capital,I think I heard this right. You said you will $200 million of financial assetsleft, which 125 were, CDO’s and mortgage residuals. And if your writedown inthe quarter was 55, if we grossed that out for tax it would be around 85. And If that was all related to the financial asset book, itlooks like you might have written that down to say 40% of what is happening onthe books for us. Am I doing that math correctly? And when you make thestatement around that's more or less reflecting the current market. Is thatwhat you are getting at?

I think you might have written it down about 40%.

Yeah.

But not written down to 40%.

Written down by 40%. That is what I meant.

Yes. I think, that is about right.

Okay. Thank you.

Thank you for your question, sir. The next question comesfrom Carrie Saint Louis of Fidelity.

Hi. I have a couple of quick questions. Going forward. I wasjust wondering, if you could comment how much CP you are expecting to haveoutstanding or you are going to be using that program as largely as you usedhistorically?

We currently have zero outstanding right now as a result ofthe proceeds from the divestitures. As we fund the tax Bill in the fourthquarter for December 15, we expect to use that market and we would expect tohave balances somewhere around $1 billion and a half or so. And so, we feelvery good about that. Actually, we also have some potential to issue some otherdebt, either Virginia Power or Dominion to reduce some of that exposure. Wewill certainly keep an eye on the market. As you know during the meltdown, theliquidity meltdown, we were okay and still acceptable in the market but spreadshave widened out. We want to maintain our flexibility and if we think, thatthe markets are running into some sort of train wreck near your end, we willtake a capital markets issue once to avoid that.

Okay. And then turning towards the discussion recording freecash flow and so forth, I have a couple of questions here. So looking at yournew CapEx forecast, do you have quite a considerable amount in the growthcategory? And I am just trying to understand. So you said, you would be freecash flow positive, just assuming the maintenance CapEx?

Maintenance CapEx and dividends, we have not released to themarket but we have done a three-year forward projection. We have positive cashflow in each of those years after CapEx and payment of dividend. We do not havesufficient...

Right.

…excess cash flows to fund 50% of those projects. So we willgo to the market and to a dividend reinvestment program to try to keep uppretty much contempt ruinously with the expenditures.

Right, but your growth CapEx is $2 billion. I don't assumethe free cash flow deficit is that large but I think, you mentioned earlier andif I heard this right it’s about billion of free cash flow deficit?

No I said that the equity that we will need to raise is lessthan $1 billion dollars a year.

Okay.

50/50.

Okay.

Financing of growth Cap Ex.

Okay. And can you just remind us regarding your new credittargets going forward? I appreciate the commitment to the strong triple B, butwhat metrics are you specifically targeting and since you are issuing or notplanning or issuing equity in '08, I am assuming that you are still beachieving your credit targets in '08 minus the equity issuance.

Carrie, before I turn it to Scott, we will have equityissued in '08 we’ll not have a public market estimate a public issuance. Wewill raise about $200,000 from our dividend reinvestment program and from someconvertible securities that we expect to convert. So it’s just that we are not going to have public CapitalMarkets equity issuance. We don't anticipate it in '08, but I will turn overthe question of metric targets to Scott.

And Carrie, the targets that we are using those that areappropriate for what we consider to be a risk profile file company for thetriple B plus rating and that’s what we are striving for and we see that as FFOto interest of 3.6 times or greater. FFO to debt low 20% range and debt-to-cap,low 50% range.

Okay. And these targets, when are you targeting achievingthem even though you are not at that FFO to debt currently.

That at end of the third year, we would expect to be there.About 2010.

By 2010. Okay. All right.

Carrie, along the way we will be exceeding some of thosetargets.

Okay. Because I thought you were high teens for FFO to debtcurrently.

That's correct.

Okay. But that high teens not expected to drop is what I amsaying.

No, it is not.

Okay. Thank you.

Thank you for your questions. Our next question comes fromHugh Wynne with Sanford Bernstein. Sir, please go ahead.

Hi. I have two questions. One just tracking the growth ofO&M expense at the Company. I see there was a 46% increase in O&Mexpense and the consolidated results of the third quarter and broadly speaking,a 30% increase in O & M expense over the first 9 months of the year. My first question was, what was driving that and seems to beprimarily in the generation business. And then the second question is in orderto track the progress of the Virginia City Plant and make sure that it makesthe various hurdles that could feed from entering rate base, could you detailthe various permits that lie ahead and the deadlines for obtaining them,construction, air, regulatory approval and so far.

You go.

I will take on the O&M increase and you are right, itwas really driven at generation and really three big drivers of thatyear-over-year change. One is the way that emission sales are accounted forthat’s actually a credit to O&M expense. And emissions sales are down thisyear versus last. So that's one of the drivers. Another is just hedging effects as we have seen this inother parts of the business in the past. Oftentimes, when you hedge the impactof the hedging goes through O&M and in this case it actually resulted in anincrease in O&M, but there is offset in revenue. So there is no bottom-line impact because you realize, therealized revenues that were contemplated by the hedging but what it does it hasthe effect of distorting the O&M. And then finally, it is also financial transmission rightsin a way that is a credit to expense as well. And a big impact that happenedthis year was we actually, we went back on to fuel clause, those creditsstarted willing to the fuel and therefore again. So really these impacts thatyou see end up getting washed out for the most part to the bottom line, but itdistorts the O&M line.

And I guess the -- to give another bottom line. Our marginsdid not suffer in the third quarter actually. Our margins were improved acrossthe board.

What, operating income to revenues you mean?

In terms of our, the way we keep score internally. Not GAAPand not according calendar but when we take a look, for instance, at merchantgeneration or Virginia generation or whatever, expenses have not cut intomargins. Margins have actually improved.

Operating income as a percentage of revenue has declined Ibelieve, right? It is either here nor there. I just want an explanation of theO&M? It’s all right.

I think our explanation is being pretty solid up here andthat is that sometimes like sales of emissions really -- we didn’t have anyomission sales which we pointed out so that changes O&M. But thank you for your question, but I will say this thatone of my jobs as CFO is to take a look at expenses and expense controls in thecompany and our records is way ahead on expense control this year and atlooking at margins in the third quarter and margins for the year, there arepositive what we projected them to be.

Okay. Thanks. And then on the Virginia City side?

Hugh, Mark McGettrick again. Two key milestones in terms ofapprovals in permitting. We touched on one. We filed for this facility in Julyof last year. Regulators have a schedule where they will hear the case in earlyJanuary or are required by statute to have an order within a nine-month periodso that reported right at the end of March, first part of April so that will bea certificate process. The only other major permit that you have to get in terms ofcan your plan approved is a air permit. We expect to draft an air permit to beout for public comment within the next couple of weeks and that time frame interms of approval coincides really with the approval by the regulators on thecertificate. So, we would expect that late March.

Okay. That is very simple. You basically have two approvals,the SEC certificate in March, early April draft, and then the air permitexpected to be out at the same time. And that's the end of the story as far aspending approvals?

Any approvals of significance. That's true.

Okay. Thank you very much.

Thank you, Hugh.

Thank you for your question sir. The next question comesfrom Rudy Tolintino with Morgan Stanley. Please go ahead.

Hi. As far as State Line goes, will there be anyenvironmental upgrades needed to comply with any state laws?

Right now, we don't anticipate any significant upgrades forState Line over the next three or four years. We may look at putting a SNCR onone or both of those units next decade but nothing in the next three or fouryears.

Okay. And then back to Hugh's question on the O&M. Itake it the Epsilon transaction and impairment that slide through O&M atgeneration?

Rudy, it would not be on any operating earnings measures.

Okay. So still on page 20, the 401, that was…

Yeah, that has nothing to do with that transaction.

Okay. Thank you.

Thank you for your question, sir. Our next question comesfrom Steve Fleishman with Catapult Partners. Sir, please go ahead.

Yes. Hi, thank you. Couple of questions. First, on theproceeds from the E&P sales. Just to check the numbers you said you’ve done$5.8 billion of share repurchase and then its $240 million for the contractbuyout?

Well, actually you are using about $139 million for thecontract buyout after tax.

Okay. So if we took, that would then been $5.94. Sobasically that would imply that you were expecting another 300 on top of thatas available to use. So, okay. Got you. And secondly, in the certificate case onthe coal plant, are they still reviewing whether you need this power and ifthis is the best way to get this power or are they just reviewing theregulatory treatment of the plant?

The plant has already been deemed in the public need. Now,they will look and there has been testimony filed in terms of the economicviability of the coal plant versus other options. So they will look at that butmain proceeding will be around prudency of cost as dictated by the legislation. This plant has to be built in very specific areas. It has tobe coal. It has to buy coal from Virginia local mines. And so the vast majorityof the review will be, did we pick the right technology at the right place forthe region that we have been mandated to build in.

Okay. One last question. And you probably won't answer it,but just on the hedging data that you gave for Millstone and New England goingout one more year, is there any to give sense of at least within the '08guidance were Millstone and the coal plant or this milestone what you give ishedged?

The percent hedge is on the schedule, Steve.

We won't answer price.

Okay. And you will give that, just important terms inlooking off of '08 for future prices to know where that is hedged.

Right.

Okay.

As we roll through and we get more under our belt, we willrelease that. That has been our custom is to not release it until we we’repretty much out of the market.

Steve, now with the realignment of the Company, you canexpect us to give you kind of more clarity on how to look at the business lineswithin the Company, and, you know, certainly the area of merchant generation isan area we are looking at very hard.

Okay, great, Thank you.

Thank you, Steve.

Thank you, for your questions, Mr. Fleishman. Ladies andgentlemen, we have reached the end of our allotted time. Mr. Chewning, do youhave any closing remarks?

Yes, Lindsay, thank you. Just a reminder that our Form 10-Qwill be filed with the SEC later on today and our fourth quarter earningsrelease will schedule for January 31, 2008. We would like to thank everyone forjoining us this morning and wish you a pleasant fall. We will see many of younext week at the DI conference in Florida. Good day.

Thank you. That does conclude today's teleconference. Youmay disconnect your lines at this time and please have a wonderful day.