Good day, ladies and gentleman and thankyou all for joining us to discuss Equity Lifestyle Properties' Third QuarterEarnings Results. Our featured speakers today are Tom Heneghan, our Presidentand CEO; Michael Berman, our CFO; and Roger Maynard, our COO. In advance of today's callmanagement released earnings. Today's call will consist of opening remarks anda question-and-answer session with management relating to the company'searnings release. As a reminder, this call is being recorded. Certain matters discussed duringthis conference call may contain forward-looking statements in the meanings ofthe Federal Securities Laws. Our forward-looking statements are subject tocertain economic risk and uncertainty. The company assumes no obligation toupdate or supplement any statements that become untrue because of subsequentevents. At this time, I would like to turnthe call over to Tom Heneghan, our President and Chief Executive Officer.Please proceed, sir.

Thank you for joining us today. Goodmorning. I am Tom Heneghan, President and CEO of Equity Lifestyle Properties.Our results for the quarter reflect the stability of our core business. Wecontinue to show good growth in both revenues and net operating income.However, our sales operation is negatively impacted by disruptions in the stick-builthousing market. Before we open it up for yourquestions, I would like to take a moment to discuss current stick-built housingissues. This is a little bit of a departure from our normal discussion, but Ithink it is helpful in understanding our business today and our futureprospects. There is a spectrum of property types in our industry ranging fromaffordable housing through lifestyle oriented housing. My comments have aparticular focus on affordable housing. However, we believe there are spillovereffects in the housing in general. Although, we have some exposure toaffordable housing, our primary focus has been and continues to be onproperties that attract customers seeking an active adult lifestyle. We thinkthe current disruption in stick-built housing will be a net long-term positivefor our company. I think a little history will helpexplain why. From 1990 through about 1996 inflation adjusted stick-built homeprices were relatively flat in most markets. Some markets, including California, actuallyexperienced nominal price declines during the 1990 to 1996 period. Loan underwriting requirementsincluded significant down payments, good credit, income documentation and tighthousing expense ratios. All of this created a backdrop in which the home buyerwas at risk with respect to his investment and the lender at risk with respectto repayment. In addition, the underwriting standards acted as a barrier toentry for less qualified buyers. Compared to stick-built homes, theless than $40,000 cost of a factory-built home was a viable alternative tocustomers seeking affordable housing. As it turned out so attractive,manufacturers and vendors took it to excess. Securitization of manufactured homeloans,…

Thank you very much, sir. (Operator Instructions). And ourfirst question comes from the line David Bragg of Merrill Lynch. Pleaseproceed.

Thanks, good morning. Just looking for a breakout betweenthe MH segment and the RV segment for this quarter, but also as we get closerto '08, given that your guidance is still intact, if you could just providesome more color on both of those segments going forward? Thanks.

Hi, David. Overall our core was up 5.9% in the quarter,really three things going on there. One, on the core MH side we were up 4.4%,approximately 30 basis points came from occupancy. Most of our occupancy gainscame from Arizona.In our resort business, we were up a little over 5%, and there we have seen acontinuation of the trends we have had all year long with our annuals up over8%, roughly 6% from rate and about 2% from occupancy, in rough numbers. And theother thing that we have seen is our utility and other income programscontinuing to show results. They were up almost 20% in the quarter. With respect to the fourth quarter, we see similar trendsgoing on. Really not much different than what you would see in the thirdquarter. In 2008, we would expect some of the revenue numbers to moderate. Wementioned on the last call, we see CPI going down for us. In 2008, ourexpectation is we would have core revenues on the MH side growing approximately3.8%, that's kind of the midpoint of a range assuming zero increase inoccupancy, and about 65% of our notices have gone out at that rate. On the RV side, a little bit harder to predict in the futuregiven the seasonal and transient component that we have. But, assuming if it'sour expectations, we would expect order magnitude 4.5% to 5.5%, again driven byour annuals. And, again, on the utility and other income, we see that slowingfairly dramatically as we have no new plans right now to implement any of theseprograms in 2008, although that could always change sometime down the road. So,that gives you our revenue expectation, order magnitude 3.5% to 4% on revenues.

Great, thanks. And then, next on the rent control, do youhave an outlook there for costs expected in 2008? And could you provide us withany updates on this year, any progress that you have made? I understand thatyou have been at trial in recent months.

We've had no update on the decisions from Judge Walker,timing of that is whenever he wants to let us know what his thoughts are. Withrespect to 2008, given that we are waiting for Judge Walker, I would say thatwe have fairly modest expectations of cost now. However, if we get a positiveresult, which we hope to happen, then we might invest more in that activity.

Okay. Thank you.

Thank you very much, sir. Ladies and gentlemen, your nextquestion comes from the line of John Stewart of Credit Suisse. Please proceed.

Thank you. Tom, now that you have closed the Del Rey sale, can you give us an indication of how that price came, inrelative to where you had it under contract previously?

Well, we had it under contract a couple of times, but theone that fell out of that in which we had $1 million dollar escrow deposit thatwe kept, I think was $16.5 million.

$16.5 million?

Yeah.

Okay. Just to follow-up on your comments on the stick-builthousing market. Can you give us any color, are you seeing any impact on the RVbusiness?

No, I don't think so, but I'll let Roger comment on. I thinkat the margin, our product on the cottage side boasts well for that. But Roger,why don't you...

Right. I would say in our RV business, as Michael said, ourannuals are up about 8%, our seasonals are up about 8%, our transients areflat. And what we're seeing, we had a business plan on our RV side to take ourexisting customer base and extend the length of stay. I think the deal isexecuted on that magnificently. We've created more annuals, we've created moreseasonals, and we like the opportunities we have in the RV business and theyare performing well. John Stewart – CreditSuisse: Okay. And then, in terms of the acquisitions that you madeduring the third quarter, I mean it looked like several smaller deals. Can yougive us a sense for what type of properties those were?

They were three RV communities, we like what we did in thequarter. The one outside Bostonis a great property. They are in similar locations to where we have been,places that we like destination, resort locations. So, for us it was a prettygood quarter in terms of acquisition.

And what was sort of the weighted average cap rate onacquisitions for the quarter?

Well, we are seeing cap rates in the 6% to 7% range.

Okay. Mike, can you give us the breakdown specificallyrelated to your 2008 guidance? What does that contemplate in terms of volumeand pricing on new home sales?

It assumes overall our sales operation for 2008, right nowas we look out, we are assuming will be a breakeven operation in terms ofvolumes of home sales. We don't really see, unless something dramaticallychanges, an up tick in terms of our overall volume, which we would anticipate tobe 400 to 500 depending on where you are in 2008. I think 2007 is going to bein that range.

Okay. Sorry go ahead.

I was just going to say that, I don't really see a greatenvironment for pricing given what's going on reflecting in Tom comments.

Right. Okay. And then lastly, Tom, you touched on yourexpectation of an announcement by year-end for Privileged Access. Can you giveus an update in terms of what has gone on during the last 90 days?

Just trying to clear all of the impediments that would causeus to be in a position to announce something, it's potentially what we've beenworking on for the last 90 days that involves negotiation with Mr. McAdams. Italso involves legal council and accounting review. So, I think what we aregoing to announce is going to be a positive event for the company and we arelooking forward to announcing some by the end of the year.

Okay, thank you.

Thank you very much, sir. Ladies and gentleman, your nextquestion comes from the line of Jonathan Litt of Citi. Please proceed.

Hi, it's Craig Melcher here with Jon. Can you go through theconnection between the home sales piece, as really it's the occupancy levelsand with home sales coming down and how is that you expect that to translate inthe occupancy in your communities?

Well, at the pace we are at right now. We are up in thequarter about 80 plus sites about a 160 year-to-date based on our home salesthat we're projecting now that Michael just spoke about, 450 or so for theyear. If we stay at that pace, we are looking at occupancy really to be flat in'08, but that's the fourth quarter.

Okay. And then what's the nature of the buyer of the Del Reyassets?

Stick-built home builder.

Okay. And last question just on the '07 guidance. What wasthe cause for the downward revision, assuming it's the home sales, is that nowbreakeven business in '07 may be the remainder of the downward revision?

Well, we gave guidance at the beginning of the year at 295to 305, and our mission was to be within that. When you do the math on thefirst three quarters and what we expect to happen in the fourth quarter, it's295 to 297. From where we were on our last call our home sales operation isshowing a little bit less performance than we had anticipated. But, again, wefeel like given our target at the beginning of the year. We feel pretty goodabout where we are.

Thank you.

Thank you very much, sir. Ladies and gentleman, your nextquestion comes from the line of Paul Adornato of BMO Capital Markets. Pleaseproceed.

Hi, thanks. I was wondering if you could comment on thetransient business in the third quarter. I realized that a lot of thecommunities are out of season. But, are you thinking of ways to perhaps try toget some additional revenues out of these properties in the off season?

In our summer season our transient business was about flat.But, as I said, we are trying to migrate our customers to a longer-term stay.We are taking a lot of transient guys and trying to convert them into seasonaland annuals. We are trying to do some rallies and some other things in ourbusiness trying to create some off season business, but we still saw verystrong demand on the weekends and holidays during the season. And we've gotsome work to do on the shoulder and the off-season just to pick some transientrevenue there.

And now just to follow-up on your stick-built comments,which I appreciate. I realized that you are focused on the high end, but yourcomments might indicate that there could be some stabilization on the low-endas well. Do you share that view?

Like said it's question of timing and how does thestick-built housing issue get resolved. You've seen a lot of commentary withrespect to either monetary or fiscal policy being involved and how thestick-built housing issue does get resolved. So, it's a little difficult to sayhow it unwinds or how it does get resolved, but to the extent that capital thatwas once available to borrowers in the sub-prime lending environment is nolonger available. Certainly, the affordable housing factory-built communityowner should be net beneficiaries of that. A couple of cautions with respect tothat, location and population and job growth are everything to, one, resolvingthe stick-built housing issue and its oversupply. And two, the demand for anyfactory-built affordable housing community.

And finally on Del Rey, if you would look at it from a caprate perspective, what was the cap rate that you sold them?

We had essentially closed the community, so it was anegative cash flow community by the time we sold it. By way of kind of justsome historical perspective we looked at selling it as an existing manufacturedhome community of roughly 70% occupancy and we couldn't see pricing gettingnorth of, call it $8 million to $9 million at some fairly aggressive assumptionin cap rates. So, the execution that we did embark upon closing the communityand selling it to stick-built housing turned out to be a pretty good execution.

Okay. Thank you.

Thank you very much, sir. Ladies and gentlemen, your nextquestion comes from the line of Richard Haley of ABP Investments. Pleaseproceed.

Hey, guys. Thank you for the backdrop on the housing side.That was probably pretty much where I've been coming from that perspective. Tommaybe you can help me out with something, especially with respect to Florida. I here it's abloodbath down there on the stick-built side, and there's a lot of new productscoming on and not everything is age-restricted, but there is a lot ofage-restricted development going on down there on the sort of semi-attachedside. What's happening with pricing there and how compelling isthat becoming compared to the manufactured housing alternative with a similarnice club house, a swimming pool and all the activities and stuff that goes withit, and similarly you are probably not cutting your lawn or anything like that.And seem like there are lot of speculators that are kind of dying to rent theirplace with whatever they can, that's going to stem the bleeding from theirpersonal cash flow perspective. So, is renting a villa in an age-restrictedcommunity becoming more of a competitive option for them?

Well, I think anything out there in terms of oversupply thatbecomes available is going to be competitive supply. I would say a couple ofcomments. Location matters within Florida.We've seen and then focused our investments along the coast. Migration to Florida has consistentlybeen a positive statistic over the last 60 years. Given the demographics wedon't expect that to change. This oversupply maybe being provided to the market at lessthan replacement cost. We do think there is some disruption with respect tothat and that's affecting our sales. But at its core, we believe we provide avery attractive community-based lifestyle that once the oversupply getsresolved and the migration patterns in Florida continues apace, we think we'llbe well positioned to get our share in that marketplace.

Have you tracked where an all-in rent, the ground rent andmaybe an imputed price to purchase a house in your higher-end communitiescompares to competing product if they wanted to rent or buy something that'smaterially discounted in the, I guess, the stick-built category. What's goingto happening with the pricing dynamic?

Well, a price discovery is a little difficult to come bygiven that there has been some cessation in activity. We do expect some supplyto come on either in rental stock or in deeply discounted pricing and that Ithink is that the margin is going to be affecting us in 2008.

And how about, and then I don't want to dominate, but justalso sort of Phoenix and I guess California which are the other two areas thatyou guys have tended to have nice assets as well as, I guess, the competitionfrom housing now?

Again, we believe population growth is going to continueapace in Arizona.Arizona's issues were more of an overallhousing supply than some of the pricing issues that happened in certainlocations in Florida.So, the question is how does this oversupply issue get resolved with respect toadsorption and I think that's going to be an overhang not on just factorybuilt, but also on the apartments and any other housing choice that exists inthose marketplaces.

Indeed. Thank you.

Thank you very much, sir. (Operator Instructions). Our nextquestion comes from the line of Steve Rodriguez of Lehman Brothers. Pleaseproceed.

Hi guys. I was wondering if you can talk about, yourthoughts on the impact of higher gas prices, specifically on your '08assumptions within your RV Parks?

Well. Right now, we haven't really seen any impact on theprice of gas. You know for a winter season a lot of seasonal customers theycome down to Floridaand stay one to three to four months and really just haven't seen that impactyet from the fuel prices.

True. But, I mean, with gas hovering around $86, would youagree it's fair to say that should increase going forward?

Well, what I would say the margin, especially given thefocus on the demographic and retiree lifestyle that we show in our Sun Beltoriented properties, there the choice is stay home and hit the house, which isgoing up at double-digit rate. Or come down to Florida,or go to Arizona,enjoy the sun, reconnect with friends, enjoy good lifestyle, forget aboutshoveling, etcetera, etcetera. So, at the margin there can be some impact ofthe price of gas. We think net, net, net the cost to get down to Florida or Arizonafor our lifestyle oriented customers is not a significant factor in theirdetermination.

Okay. That’s fair. And on your '08 assumption for expenses,are you able to provide some type of expense growth number, a range?

I would say for the expenses, again, order of magnitudepoints recorded is the 5.25. We've seen a little bit of moderation this quarterin utilities and real estate taxes. We are keeping our fingers crossed thatthat continues in '08.

Great. Thanks.

Thank you very much, sir. And your next question, ladies andgentlemen, comes from the line of Andy McCulloch from Green Street Advisors.Please proceed.

Hey, guys. Just one quick question for you. On historicalbasis what percent of your MH buyers are all cash buyers?

Approximately 50%.

Okay. Great, thanks.

Thank you very much, sir (Operator Instruction). This timegentlemen, we have no further questions in queue.

All right, thank you everyone for joining us on our calltoday. As always, Michael Berman, our CFO, is available for anybody who hasfollow-up questions after the call. Look forward to updating you in our nextquarter. Take care.

Thank you very much, sir. And thank you ladies and gentlemenfor your participation in today's conference call. This concludes yourpresentation for today. You may now disconnect. Have a good day.