Good morning. My name is Shanda and I will be yourconference operator today. At this time, I would like to welcome everyone tothe Bank of the Ozarks third quarter earnings release conference call.(Operator Instructions) Thank you. Ms. Blair, you may begin your conference.

Good morning. I am Susan Blair, Executive Vice President incharge of Investor Relations for Bank of the Ozarks. The purpose of this callis to discuss the company’s results for the third quarter of 2007 and ouroutlook for upcoming quarters. Our goal is to make this call as useful aspossible in understanding our recent operating results and future plans, goals,expectations, and outlook. To that end, we will make certain forward-looking statementsabout our plans, goals, expectations and outlook for the future, including statementsabout economic, competitive, and interest rate conditions, revenue growth,including our goal of accelerating our rate of revenue growth in 2007 as comparedto 2006, net income, net interest margin, including the effects of therelatively flat yield curve and intense competition and our goal of maintainingand possibly improving net interest margin from the level achieved in the thirdquarter of 2007, net interest income, non-interest income, including servicecharge, mortgage lending and trust income, non-interest expense and our goalsfor decelerating our rate of increase in non-interest expense in 2007 ascompared to 2006, and achieving positive operating leverage in the future,asset quality, including the effects of the current economic and housing marketconditions, changes in residential mortgage market conditions, future growthand expansion, including plans for opening new offices, loans, lease and depositgrowth, and changes in our securities portfolio. You should understand that our actual results may differmaterially from those projected in any forward-looking statements due to anumber of risks and uncertainties, some of which we will point out during thecourse of this call. For a list of certain risks associated with our business, youshould also refer to the forward-looking information caption of themanagement’s discussion and analysis section of our periodic public report, theforward-looking statements caption of our most recent earnings release, and thedescription of certain risk factors contained in our most recent annual reporton Form 10-K, all as filed with the SEC. Forward-looking statements made by the company and itsmanagement are based on estimates, projections, beliefs, and assumptions ofmanagement at the time of such statements and are not guarantees of futureperformance. The company disclaims any obligation to update or revise anyforward-looking statement based on the occurrence of future events, the receiptof new information or otherwise. Now, let me turn the call over to our Chairman and ChiefExecutive Officer, George Gleason.

Good morning and thank you forjoining today’s call. We are pleased to be reporting record net income for thequarter just ended. While this record was only a slight improvement over ourprevious quarterly record net income, we feel good about this accomplishment,considering the current operating environment. We are also pleased that ourthird quarter results generally reflect continued progress in achieving our keygoals for 2007. Earlier this year, we hadstated four key goals for 2007, which are: one, accelerating our rate ofrevenue growth; two, decelerating our rate of increase in non-interest expense;three, maintaining or improving net interest margin; and four, maintaining goodasset quality. We also stated that we wantedto get back on a record earnings pace by year-end 2007, after pursuing oursignificant deposit, branching, and corporate growth initiatives in 2006. Let me give you some specificson our recent results. First, let me discuss our goalof accelerating our rate of revenue growth in 2007. Net interest income, whichtypically accounts for about three-fourths of our revenue, increased 3.1% forthe year 2006 compared to 2005. In the first, second and third quarters of this year,2007, net interest income has increased 4.7%, 7.3%, and 10.7% respectivelycompared to the comparable quarters in 2006. That is exactly the sort ofperformance we had in mind when we articulated our goal of accelerating ourrate of revenue growth in 2007. As a result, we have achievedrecord net income in each quarter this year. The acceleration in our rate ofgrowth in net interest income to date this year results from a combination of:one, growth in earning assets, and that’s primarily loans and leases; and two,quarter-to-quarter improvement in our net interest margin during the first twoquarters of this year. Our net interest margin actually declined one basispoint in the quarter just ended. I will discuss our expectationsfor future loan and lease growth and…

(Operator Instructions) Yourfirst question comes from the line of Barry McCarver.

Good morning, George, and greatquarter. George, just on your last comments there about you said in yourcomments, modest EPS growth for the next couple of quarters. I’m assuming youmean late quarter and how they would move up from compared to the $0.50 you hadin the third quarter. Is that what you mean?

Yes, thank you for clarifying.That is.

Second question, just goingback -- and again, you touched on the difficult environment for gatheringdeposits but in terms of the margins, seeing deposits come down 6% in quarterand running that loan-to-deposit ratio up to 89%, I would have suspected themargin would have been just a little bit stronger than it was. Could you giveus some more specific details on the deposit line? It certainly indicates thatwas a much more competitive environment than what I thought was out there.

We had hoped to see moremoderation in deposit pricing in most of our markets than we have seen. Thathas been very slow to come about and I think still has hopefully a ways to go.We were also surprised when Fed did make their 50 basis points cut. Some of ourcompetitors did not adjust deposits as quickly or appropriately as we thoughtthey should, so that’s part of my comment about being cautious about being ableto improve that margin and also reflected in my comment regarding continued challengingcompetitive conditions out there.

So was there anythingspecifically large in the way of deposits that were running off in the thirdquarter that you just let mature and go, or there was just a little ofeverything?

It was significantly brokerdeposits and other higher cost CDs, were the principal sources of that and yousaw that in the change in the mix of our deposits. For example, last quarterour average CDs were 67.2% of our total deposits and this quarter, on anaverage basis, they were 66.4%, so a decline in CDs in the mix of deposits andthat was the principal source of run-off.

Okay, so the bottom line is itsounds like a flat margin is what we can expect for the next couple ofquarters, all thing being equal, hopefully?

Again, our guidance was we hopeto maintain it at the third quarter level and improve it slightly but generallyflat is our expectation, plus or minus a tad.

And then just secondly, on theexpenses, it continues to be very impressive the way you are holding expensesdown. I am surprised that so much of it is coming out of salaries and bonus. Iknow part of that must be related to commission basis on the mortgage businessand probably some of it relates to some of the hiring you did in 2006. Can youbreak that down just a little bit further so we’ve got an idea of what to lookfor next quarter? And then, in addition to that, I’m assuming you are going tohave some bonus accrual and potentially some catch-up in the fourth quarter aswell.

That’s going to depend purelyon our earnings whether or not we have bonus accruals and catch-up. We have hadfairly nominal bonus accruals in the second and third quarter. I think it was$100,000 we accrued for targeted bonuses in the second quarter, and I think itwas $45,000 in the third quarter. We want to get back on aprogram of either paying our general cash bonuses or, if we can’t pay thegeneral cash bonuses, we want to get back on a program of paying targetedbonuses to employees who are performing at a particularly high level or makinga particularly significant, noteworthy contribution to the company and wedescribe in our proxy material those two categories of bonuses, if you want torefer to that for more clarification on that. So I am hopeful that we willhave bonus accruals in the fourth quarter and in future quarters subsequent tothat. But as you know, we have minimum earnings targets that we want to hit inorder to accrue bonuses and obviously we slightly exceeded those earningstargets in Q2 and Q3, allowing us to accrue the $100,000 and the $45,000 inthose quarters, so we have targets for Q4 and Q1 and the other quarters of nextyear, and we’ve got to exceed those earnings targets. Now, I will tell you if weexceed those earnings targets, I am generally inclined to put a large part, ifnot all of that excess, into bonus accrual because I do want to get back onthat bonus accrual and that’s in part of our mindset in being reasonablycautious in our guidance for EPS growth. We certainly feel like ourearnings trajectory has been very good in the first, second and third quartersof this year and we are on the path of accomplishing what we want toaccomplish. I think it is prudent to realize that we are in a tough operatingenvironment and not get carried away in ratcheting up future earningsprojections too aggressively.

And then just lastly, samequestion I ask every quarter, George, but nothing in the loan book in terms ofasset quality that has popped up that has you worried anymore than what’s beenthere recently?

And I’ll give you the answer Ialways give you, Barry, is I’m a credit guy by history and I always worry abouteverything but no, I think that the asset quality ratios for the third quarterare very reflective of the condition and quality of our portfolio. We workedvery hard on asset quality. To give you a little color onthat, I would tell you those ratios are, depending on which ratio you look at,slightly better or slightly worse than the comparable ratios a year ago. Iwould tell you that we are spending more time on asset quality this year thanwe did last year and that’s just a reflection of the fact of what I commentedon in the prepared remarks, but the higher interest rates, higher energyprices, generally slower economic conditions are causing some borrowers on themargin to struggle significantly. And we sold quite a bit of OREOin the third quarter, including -- we had a number of accounts -- I think wesold five houses from our OREO portfolio in northwest Arkansas and liquidated asmall church and a small retail facility that we moved out of OREO in the quarter,so it’s requiring a lot of work. Our guys are doing a good job. I thinkmanaging problem assets is a strong skill set that we have, as well asmaintaining a strong credit culture and doing a good job of underwriting. So all those skill sets are provingto be pretty valuable in the current economic environment.

Very good. Thank you, sir.

Your next question comes from the line of Charlie [Ernest].

Good morning. George, my firstquestion is on your loan growth outlook. The numbers are coming in a little bitlighter, as you pointed out, and I guess there is more concern about theeconomy, yet you still stick with the higher targets. Can you share any colorwith us as to why you still feel comfortable with those higher targets?

I’ll be happy to share thatwith you. I think an important consideration there is that we did enter overthe last year to two years, we’re really entered or ratcheted up our presencein four new markets significantly. Northwest Arkansas is one of those markets.It is not contributing much growth at this time because of the slowdown ineconomic conditions there. Garland County, Arkansas, the Texarkana, Arkansas and Texarkana, Texas area and in the metro Dallas area. And the metro Dallas market,both our real estate specialties group that’s headquartered in Dallas and ourmore metro Dallas retail offices, of which we opened the second of theiroffices this last month, is providing a significant chunk of growth for us.That was very evident in the third quarter when our percentage of our loans inDallas increased from 11.6% at June 30 of this year to 14.6% at September 30,so I that quarter, Dallas increased or Texas, including our Texarkana officesas well there, increased their contribution to our loan portfolio by 300 basispoints. As a result, Arkansas loans inour portfolio went from 83.1% to 80.4%, a 2.6% decline, 260 basis pointsroughly decline there in Arkansas. So the Texas economy is very good, the metroDallas economy particularly is very good. We have a large presence there. It isa fairly new presence. Our guys seem to be gaining traction there and I suspectthat we will also see some growth from our Charlotte office and from our metroLittle Rock area offices. So we feel like there is stillsome really good growth opportunities available to us. Our growth so far thisyear in each quarter has been offset to some extent, reduced to some extent bya considerable number of pay-offs that we’ve experienced. We have an ongoingprogram of pruning the portfolio. We try to move credits out of the portfoliowhen we see signs…

Can you just comment what theconstruction number was during the quarter at period end?

Yes, I can if I can put myfingers on that. The construction and land development loans at September 30were $597 million. That was 32.9% of the portfolio, up from 32.0% of theportfolio at June 30. And again, as would be evident from the percentages thatI gave you on the state-to-state mix of the portfolio, most of that growthoccurred in our metro Dallas or Dallas real estate specialties group offices. And what we really like aboutthe product that we originate in those offices is in almost every case, we’vegot lots of equity in those projects. There’s a lot of equity money, a lot ofwealth in Texas and our Texas loan portfolio typically has much higher equitycontributions from the borrowers than we see in Arkansas, so we like that sortof business and I think it’s one reason you’ll continue to see our appetite andour portfolio of Texas loans grow significantly.

How much of that 597 is land?

I could not -- I don’t havethat number.

Okay, and then just oneclarification; you mentioned your operating leverage goal of positive operatingleverage. Was that on an annual basis for the full year or was that sort of ablank quarter goal?

I think that’s an annual goaland you’ll see that number bounce around from quarter to quarter, for variousreasons. You’ve asked questions about bonuses in the past and Barry asked aquestion about bonuses. If we had a particularly robust Q4, for example, wemight make a particularly robust bonus accrual, or if we had some extraordinaryincome from some source, unusual income in Q4 we might use that to buttressbonus accruals and that would actually -- might lead to negative operatingleverage as far as the efficiency ratio goes, but over time our goal is toachieve positive operating leverage. We still have a longer termgoal of getting to a 40% efficiency ratio and certainly the interest marginenvironment we’ve been in the last couple of years has caused us to not talkmuch about that and not view that as a near-term achievement, but over a periodof several years, we still want to get to a 40% efficiency ratio.

And then my last question is doyou have any -- I know that you said most of your mortgage business is in theconforming space, but do you have any guesses as to about what percentage thatis? It is 90% or 95%, somewhere around there?

It is well north of 90%. Iwould say it is in the 95% plus range. I don’t have third quarter data but lastyear, we originated I think about $10 million of sub-prime or Alt-A mortgages,which we sell immediately, non-recourse. We’ve got them sold when we commit tothem so we are not taking any portfolio risk and that was about 5% of our total$174 million or so mortgage originations last year, so --

Great. Thanks a lot, you guys.

Your next question comes from the line of Andy [Stapp]. Andy Stapp - B. Riley & Company, Inc.: Good morning. Last year youopened a record number of offices. I’m just wondering if you could give us anupdate on how they are performing.

I would say, as in any casewhere you open 11 offices like we did last year, they are performing with mixedresults. Again, I would tell you our Texarkana, Arkansas and Texas offices, ourFrisco offices are performing well -- let me clarify that. I would say Texarkana, Texasand Arkansas offices we opened are doing very well. That’s turned out to be avery competitive environment, but the guys are generating good growth and goodadditions in number of accounts and doing well there. Our Frisco office that weopened last year, we’ve really been sort of slow-balling that and the reasonwas is the office that we opened just a couple of months ago -- a month ago, Iguess, will be our headquarters for that office and right after we opened theFrisco office, they started doing a whole bunch of roadwork right in front ofour facility and access was very difficult. So we decided to not aggressivelypush that office, to just sort of slow play that office until the roadwork gotdone, which I think is all done now, and until we opened this office, theheadquarters office down there in September. So we will begin really in earnestto push that office, so that office has been very slow to develop. Our Hot Springs offices aredoing very well, particularly on the deposit side, and our northwest Arkansasoffices are, as you would expect from the economic conditions up there, rampingup at a slower rate than what we would have expected because things have sloweddown up there considerably. The good news, and I think themore important news is that I think all these offices are well-situated inmarkets that have strong, long-term growth potential, so whether or not they’veoutperformed our expectations, as a few have, or under-performed ourexpectations, as a few have, I think the long-term prospects for all of themare very good. Andy Stapp - B. Riley & Company, Inc.: When do you plan to open yournew corporate headquarters?

That will probably be completedin November or December of next year, so that really has no significant bearingon our ’08 operating results until the last month or two of the fourth quarter.And I would -- but I don’t think while that is a big new facility and it willbring some higher overhead costs, it will also bring some efficiencies and somereductions in cost. I’ve got folks in two rentedspaces in town now and other office buildings where we’ve just run out of spacein our existing headquarters and we’ve pushed people out to other leased spacein other buildings, and of course that lease cost will go away and offset tosome degree the cost of a new facility. And our existing facility thatwe are in now, we are not quite sure what we are going to do with that yet. Wewould very much like to keep the retail banking office downstairs. We thinkwe’ll need this facility again in the future and potentially will lease it fora period of time until space is needed in it again, or we think we own it at avery favorable cost basis and if a really good offer to buy it came along, wewould sell it. So I think through the --either leasing this space or eliminating the cost of the headquarters we’re innow by selling it and eliminating the cost that we are expending for leasespace for other office buildings where we’ve got folks stuck now and achievingsome productivity efficiencies by having all of our people back together andhaving room to do some things that we can’t do right now in our headquartersfacility I think will mitigate a large part of the monthly operating costs ofthat new building with some savings. Andy Stapp - B. Riley & Company, Inc.: Okay, great. That’s all for me,thanks.

Your next question comes from the line of David Bishop.

Good morning, George. Firstquestion, in terms of loan pricing out there; obviously with the disruption inthe secondary markets we saw with the liquidity issues in the early to mid partof August there, I had talked to some of our management team and some of themhad been hopeful to see an improvement in terms of some of the risk-adjustedpricing out there, maybe some of the conduits, some of the insurance companieshad stopped picking up the phones there. Have you seen any sort of evidencethere as of yet in terms of on the loan pricing side? Obviously loan yields aredown here. I would assume not. I guess I’m somewhat surprised at this stage ofthe credit cycle and to your overall commentary, we haven’t seen that translatethrough yet to loan pricing.

We are beginning to see some ofthat, both in volume opportunities and in pricing, and let me try to explainall that so I can help you understand the nature of the comments that I made. First, we are seeing someopportunities to do some loan business with folks that would typically not usebank financing. They would typically be Wall Street money that would be provingtheir financing at very low rates and as you said, a lot of those money sourceshave dried up because perhaps they were overly aggressive in the past andthey’ve got some problems and issues that they have to deal with, so they areturning off the spigots. And customers who might nothave accepted our equity requirements or loan covenant terms or pricing in thepast, we’re getting some shots at some pieces of business from really primo,high-end, high net worth borrowers that we would not have had a shot at eventalking to them about doing their business in years past. So that is one reason to sortof follow-up on Charlie’s question, I guess, that we are somewhat optimisticabout the high teens to low 20s loan growth rate going forward. I think we aregoing to have some business opportunities that we would not have had a year ortwo ago. In regard to pricing, we areseeing in some categories of larger commercial credits that are really, reallyhigh quality credit, libor-based pricing and we are seeing that pricing up 20,30 basis points or so where those loans would have been priced a few years ago,or a few quarters ago, actually. And that is -- I think thataugers well for the growth prospects of our Dallas area offices and ourCharlotte area offices and also the margin prospects of those offices. That is being somewhat offsetin Arkansas, where we still have 80% of our loan portfolio, where thesignificant slowdown in loan opportunities in northwest Arkansas and the factthat Arkansas is a heavily banked state, seems to be creating even moreaggressive competition, unfortunately, from the top tier players in Arkansaswho were getting loan volume from northwest Arkansas and a lot of that volumehas dried up, so they are becoming more aggressive in trying to steal businessaway in other markets. So that’s providing somechallenges on particularly good credits in some of these other markets. So it’s a -- that’s why I saidwe’ve not seen really a broad-based change in competitive pricing conditions.In some instances, it’s gotten better and we are seeing opportunities to get 20or 30 or 40 basis points better yields than we might have gotten a few monthsago, a few quarters ago, and in some instances, we’re seeing unusuallyaggressive competition because the pie of available high quality, particularlylarger loans in Arkansas has shrunk for some lenders and they are trying tomake up for that with aggressive pricing in other markets. So it’s achallenging environment out there.

Great color. One follow-up, Iguess; Texas versus Arkansas, you are still seeing good ability there to priceand loan fees in terms of the construction credits and other commercial creditsrelative to Arkansas, where I guess there’s been a little bit more of a legacytype resistance to that type of pricing.

Yes.

Okay, great. That’s it for me.Thanks.

Your next question comes from the line of [Leo Hamid].

Good morning. Can you talk alittle bit about whether or not loan growth in the quarter was allowed to acceleratebecause of the FED toward the end of the quarter? You talked a little bit on theprevious question about seeing opportunities of 20 to 40 basis points higher inprofitability. Did that give you an opportunity to add more loans toward theend of the quarter.

The FED action had no effect onour loan growth whatsoever. Our guys are charged with this general instruction.We are a lending oriented company and I would say lending is our best skill andour guys operate under this protocol, and that’s to make every good quality,good yielding loan you can make consistent with safe, sound, and prudentbanking practices. The guys have a constant greenlight to make loans that meet our underwriting standards and our pricingstandards and are otherwise documented, serviced and managed in a safe, soundand prudent manner. In our company, there has never been a restraint or alimitation on that. The guys have a constant green light to go do that, so FEDaction had no change in our policies there at all.

And then you talked a littlebit about deposit prices and still being relatively competitive, even after thecut. Historically, how long has that taken to bleed through competitively andwhat are you seeing differently this time?

Leo, I don’t know that I canintelligently answer either one of those questions. We are in different marketsto a great extent than we have been in the past. We’ve entered four new marketslast year, so I don’t know that we can give you an apples-to-apples comparisonof what’s happened in the past and what’s happened this time. I would tell you and justreiterate the comments that I made earlier and that is that I would haveexpected, in response to a 50 basis point FED cut, I would have expected to seea little more moderation in deposit pricing from a number of our competitorsbeyond what I saw. We’ve still got competitors in some markets that are pricingCDs, Susan, in the 550 range?

560.

550 and 560 APY range and Imean, I just don’t see any need for that. It’s surprising me that we’ve stillgot competitors doing that. Now, there has been a generalreduction in rates since the FED move. It’s just not been as much or as fast asI would have thought was prudently appropriate by people that are interested intheir bottom line.

Fair enough. Thanks.

Your next question comes from the line of Brian Martin. Brian Martin - Howe Barnes Hoefer & Arnett Inc.: Good morning, George. Just aquick question, just on the growth over the last two quarters on the loan side,specifically within the Texas market. I guess, given some of what your commentarytalked about, the northwest Arkansas and Arkansas in general, can you talk --maybe you’ve done this and I’m just not aware of it -- but maybe what yourshort and long-term goals are, as far as kind of your Texas presence? It isspecifically targeted at Dallas? Do you go elsewhere given the growth you areseeing down there? I guess maybe what color you can provide there?

We basically have threestrategies in place that we are pursuing for Texas and one of them is what wecall our real estate specialties group and we have a lending team that islocated in metro Dallas in the Preston Center area there, and these guys havesubstantial experience and contacts and knowledge about larger commercialcredits and we’ve been doing this now for several years there and this officeis the principal contributor of our loan growth in Texas. And I’ve talked at lengthabout this office at various times and this is a very important part of thefuture growth picture of our company. So those guys are focused onlarger, commercial real estate transactions, including construction anddevelopment lending transactions with very high-end developers and borrowers witha pretty significant customer profile for their customers. That office we wouldhope someday would have 100 to 125 customers that it serves -- very high-endcustomers, including folks that you would find in the top 10 nationally indevelopment categories of different kinds. And that office has been the largestcontributor of our loan growth this year. The second strategy is what wecall the metro Dallas strategy and it is really a more traditional retail bankingoperation. We have two offices, now both in Frisco, Texas that will fulfill thestrategy and it is a strategy to do in the metro Dallas area, in that nine, 10,11 county area, essentially what we’ve done in Arkansas in the past, and that’sto have a really active lending and deposit retail bank that has a significantcommercial book-of-business associated with it and generates trust prospectsand cash management customers and all of that. And then the third strategy forTexas is more of a mid-market strategy. We’re in Texarkana, Texas and Texarkanalook a lot like Harrison, Arkansas or Fort Smith, Arkansas as far as itseconomic profile. We’ve got a great guy…

Yes, at the end of the quarter,48.99%, so we’ll just round that off to 49% of our loans were variable rateloans. That is up several percentage points, I think about four or fivepercentage points from the prior quarter and that again is a function of the factthat most of our growth in the third quarter came from Texas because we find itmuch easier to get variable rate loans in Texas. In Arkansas, there’s just astrong customer desire to have fixed rate loans. The growth in Texas is alsotending to accelerate the growth in the variable rate parts of our portfolio. Brian Martin - Howe Barnes Hoefer & Arnett Inc.: Could you comment about thepercentage of loans that are tied directly to prime, especially given the fedrate cut here?

I don’t have that number handy.We’ll try to put that in the Q or something and give you that number, but themajority of our loans historically have been tied to prime rate as an index,which of course is unfortunate that they weren’t all tied to libor, given whathas happened to the spread between libor and prime recently. But in our Texas portfolio, forexample, a lot of our loans there, and I would say a growing percentage of ourArkansas loans are becoming libor-based credits but right now, thepreponderance of those loans that are variable are tied to prime rate, so as aresult, we incurred a 50 basis point reduction in the yield on those loans andthat, since our CDs are fixed rate, we’ll have to well over CDs some period ofweeks to offset that reduction in that prime rate. It will take a little whileto catch up with that. Brian Martin - Howe Barnes Hoefer & Arnett Inc.: Okay, and just the last thing,the CNI balance at quarter end, do you have that?

Yes, I do. The CNI portfolio atquarter end was 9.5% of the loan portfolio, down from 9.8% as of June 30. Nowthat was essentially unchanged in dollars. We were down $400,000 from $172million to $171.6 million in the CNI book in the quarter, but because of thegrowth in the real estate side of the portfolio that the CNI piece went downpercentage terms by three-tenths of a percent. Total real estate loans atquarter end were 81.5% of our portfolio, compared to 81.0% at June 30 and 81.6%at the end of last year. Brian Martin - Howe Barnes Hoefer & Arnett Inc.: And maybe one last thing, ifyou have it; you talked about the broker CDs in the quarter. Could you justgive what level you are at there? And then you talked about I guess maintainingsome type of reasonable level there. Can you define or just give a little coloron what you view as reasonable? And I’ll hang up and I appreciate your help.

All right, very good. Let mesee if I can get you that information: total brokerage CDs at September 30 were$253 million and to give you a comparison, at June 30, that number was $356million. So a $103 million reduction in brokered CDs during the quarter. And as far as what constitutesreasonable, certainly we were not uncomfortable at all at the $356 millionlevel and I actually wouldn’t be uncomfortable at a level higher than $356million, so I don’t think that’s a significant constraint on us. And really, when I said withinreasonable limits, what I was really referring to principally was borrowing andwe have a policy that we will use our federal home loan borrowing capabilitiesup to a high level. We wouldn’t mind $300-and-something million or so borrowedfrom the federal home loan bank, but we have a policy of always keeping a $75million cushion on those borrowings. We always want to have at least $75million more federal home loan borrowing capacity than we have utilized at anytime, plus we always want to have our full, federal reserve discount, primarycredit borrowing capability intact and we maintain a number of fed funds linesof credit that we also want to have intact. So the limitations are there iswe have a number of internal guidelines on secondary sources of liquidity thatwe want to maintain at all times for emergency purposes and subject to thoselimitations, we would continue to increase borrowings and brokered deposits. Brian Martin - Howe Barnes Hoefer & Arnett Inc.: Okay, thanks very much, George.

Your next question comes from the line of Andy Stapp. Andy Stapp - B. Riley& Company, Inc.: Yeah, I just have one otherquestion, if you could just provide the duration of your securities portfolioat September 30?

Modified duration of thesecurities portfolio at September 30 as estimated by our accounting providerfor that FTN Financial was 5.31 years. Andy Stapp - B. Riley& Company, Inc.: Okay, great. That’s all I have.Thank you.

Your next question comes from the line of David Bishop.

Well, talent is not cheap therebut I wouldn’t characterize the cost of it as prohibitive. In fact, we addedanother really high quality lender, a very experienced high level guy that wepicked up from another bank on Monday of this week, so -- and we are veryexcited about that and he is already having some significant conversations withsome very desirable new lending prospects, so we are very optimistic aboutthat. Certainly, as I’ve said anumber of times, the key to our company’s future success is being able tocontinue to add the talent of the nature and volume that we’ve been able to addtalent in the past, and it is always a challenge in every market to find theright guys and then to hire those guys, and we’ve had a good track record ofdoing that. We are encouraged with the three teams that we have in place in thevarious Texas markets now. We are encouraged by the leadership of those teamsand the growth and potential, and capabilities of those guys. We are feeling pretty goodabout it. Certainly we are always looking for talent and we just have tocontinue to always look for talent and add good talent wherever we can find it,whenever we can find it.

Great. Thank you.

At this time, sir, there are nofurther questions.

All right. There being nofurther questions, let me thank all of you for joining the call today and tellyou we look forward to talking with you in about 90 days and we’ll see youthen. Thanks very much. Have a good day.

That concludes today’sconference call. You may now disconnect.