Good morning ladies and gentleman thank you for standingby. Welcome to the Titan Machinery, Inc.third quarter 2007 financial results conference call. During today’s presentation all parties willbe in a listen only mode. Following thepresentation the conference will be opened for questions. (Operator Instructions) This conference is being recorded today,January 11, 2008. I would now like toturn the conference over to Mr. John Mills. Please go ahead sir.

Good morning ladies and gentlemen and welcome to theTitan Machinery third quarter conference call. On the calltoday from the companyare Mr. David Meyer, Chairman& Chief Executive Officer and Mr. Peter Christianson, President & ChiefFinancial Officer. By now everyoneshould have access to thethird quarter earnings release for theperiod ending October 31, 2007 which went out this morning atapproximately 6:00 ameastern time. If you have not received therelease it isavailable on theinvestor relations portion of Titan’s website atwww.TitanMachinery.com. This call is being webcast and areplay will beavailable on thecompany’s website as well. Before we begin we would like to remind everyone that theprepared remarks contain forward-looking statements and management may makeadditional forward-looking and management may make additional forward lookingstatements in response to your questions. These statements do not guarantee future performance and therefore unduereliance should not be placed on them. These statements are based on current expectations of management andinvolve inherent risks and uncertainties including those identified in the riskfactor section of Titan’s registration statement on Form S1 filed with the SECin connection with its initial public offering. These risk factors contain a more detailed discussion of the factorsthat could cause actual results to differ materially from those projected inany forward looking statements. Titanassumes no obligation to update any forward-looking projections that may bemade in today’s release or call. With that, I’d like to turn the call over to the company’schairman and CEO Mr. David Meyer. Goahead David.

Good morning everyone and thank you for joining ustoday. This has been a very excitingtime for us with our recent IPO and we’re pleased to be sharing our strongresults with you today. I had thepleasure of discussing our story with many of you during our road show inNovember and December and before we get too far into our results I wanted tothank you for your interest and investment in Titan. On today’s call I will provide some highlights of our thirdquarter results and a brief overview of our company. Then, Peter will review the financial resultsof the quarter in more detail and provide fourth quarter guidance as well as apreliminary look for our next fiscal year. I will then provide some closing remarks and we will open up the callsto take your questions. Because this is our first earnings conference call as apublicly traded company I am particularly pleased to report to our newstockholders that Titan achieved strong results in the fiscal third quarterending October 31, 2007. Revenue for thethird quarter increased 67% to $132 million due to our organic growth and acquisitions. Our operating income increased over 100% to$6 million with operating margins improving 25% compared to the same periodlast year. We are pleased with theresults and based on our compelling business model, long term agriculturalforecast, advantageous store locations and significant organic growth andacquisition opportunities we believe we will continue to achieve stronggrowth and long term shareholdervalue. Titan Machinery has a successful 27 year operating historyand with 38 dealerships and two outlet stores we owner operate what we believeis one of the largest networks of full service agricultural and constructionequipment stores in North America. Positioned in the upper mid west we offer ourcustomers the leading brands of agricultural and construction equipmentincluding CaselH agricultural equipment, New Holland agricultural, Caseconstruction and…

I’m going to review our three and nine month results in moredetail and then I’ll discuss our fourth quarter outlook and our preliminaryoutlook for the full year ending January 31, 2009. Our overall revenue for the third quarterending October 31, 2007 increased 67% to $132 million from revenue of $79million from the third quarter of the prior year. Revenue from equipment sales increased 78% to$103 million from $58 million in the third quarter last year. Our parts sales increased 42% to $18 millionin the quarter compared to $13 million in the same period a year ago. Revenue generated from our services businessincreased to $7.9 million versus $5.9 million last year. This gives us a sales mix of 78% forequipment and 20% for the after sales product support parts and service part ofour business. Same store sales had an increase of $18.9 million over thethird quarter of the prior year representing a growth of 24%. Now, when we look at same store sales we knowthat’s important but we’re very sensitive to remember that our sales mix has aneffect on our margin so that as we see same store sales we have to keep in mindthe sales mix can affect our operating margins. With that said, our gross profit margin for the third quarter was 15.4%of sales compared to 16.7 of sales for the third quarter last year. This expected slight decrease is a result ofa higher percentage of our revenue coming from our equipment sales which is thelowest margin portion of our business. During a strong agricultural environment as we’re seeing nowfarmers tend to buy more equipment and although our gross margins are lower arerevenue is higher resulting in a higher gross profit contribution and a better bottomline. If the agriculture economy is notas strong we’ll sell less equipment but we’ll…

We are pleased with our results for the third quarter. We are confident that we can execute ourgrowth opportunities for the many reason I outlined earlier. As we prepare to enter fiscal year 2009 wewill continue to grow our business by broadening our customer base andleveraging our business skills to support new and existing customers. Before we take your questions I would liketo conclude by thanking our employees for our achievements to date and thankingour valued customers for there continued support. We appreciate the support of CNH. We are excited about our future and lookforward to delivering long term value to our stock holders. Operator we are now ready for questions andanswer portion of the call.

We will now begin the question and answer session. (OperatorInstructions) Our first question comesfrom Bob Evans from Craig-Hallum Capital. Please go ahead sir. Robert J. Evans –Craig-Hallum Capital : My question is your same store sales acceleratedsignificantly in Q3 versus the first half of the year? Can you give us a little bit more color interms of why that was and a little bit more color on the business environment?

We are experiencing a strong market within our agriculturalindustry right now and as we see that usually where that will show itself is onequipment sales and because of the transaction sizes they will accentuate oursame store sales growth versus the after market sales of part and service. Robert J. Evans –Craig-Hallum Capital : I assume your Q4 guidance is assuming that to continue interms of where you same store sales might be?

We did factor that in when we put together our outlook forour fourth quarter, yes. Robert J. Evans –Craig-Hallum Capital : Do you happen to have with you what were the same storesales a year ago in Q3? I don’t thinkyou had mentioned that and for that matter if you happen to have it handy Q4 aswell?

I don’t have that right here but I can try and get that andget back to you on that. Robert J. Evans –Craig-Hallum Capital : No that would be fine. A couple of also detail items in your guidance from fiscal 2009 how muchstock interest expense are you assuming in that ballpark?

I am not exactly sure that I understand the question. What exactly do you mean by stock interest? Robert J. Evans –Craig-Hallum Capital : I am sorry. Stockcompensation expense. Your stock optionsexpense.

Part of the calculation to get to our weighted averageshares is that we do have a very small amount that is calculated in there thatwe recognize for the options that are with the employee plans that we have, veryinsignificant. Robert J. Evans –Craig-Hallum Capital : Also cap ex can you give us a ballpark idea for cap ex forfiscal 2009?

Like I say the best preliminary outlook that I wanted totalk about was our revenue and earnings but for models I guess the cap ex is avery small metric as we see our business, as we measure our business. We are looking at cap ex of $3 to $3.5million for 2009. And, like I say thisis a preliminary outlook but we felt like we really need to do this for all ofyou to have that, because otherwise it would be too late to weight. Robert J. Evans –Craig-Hallum Capital : Can you give us a little bit of color as it relates to theacquisition pipeline in terms of opportunities since you have now gone publichave you seen that accelerate? If youcan give us a little bit more color in terms of how your pipeline looks?

Well right now there is a full pipeline out there and reallythis goes back probably the last several years here if you look at the aginggroup that dealer principals out there you know you look at the lack ofsuccession in this industry that we have a full pipeline and we are managingthat and working very closely with CNH and so that growth strategy, we’reworking hand-in-hand here in doing some pretty detailed analysis of the timingof the acquisitions, the right number of acquisitions that fit into ourmodel. It’s a full pipeline. We are looking out for several years. We think we are on the front end of a bigwave of consolidation in this industry and we are excited about theopportunities.

I would like to just interject something here. When I was talking about our preliminaryoutput ending for the fiscal year January 31st, 2009 and told youabout the fully diluted shares outstanding as of January 31st 2009,I said 3.8 million shares for the share the share count it is 13.8 millionshares and I just want to clarify that for everybody on the call.

Our next question comes from Robert McCarthy with Robert W.Baird. Please go ahead.

I have got a couple of things that I want to ask youabout. First off in your results for thequarter you benefited on the top line, by I think it was $16 million dollarsfrom a lease program I presume run by CNH. Could you talk about that? Talk about the prospects that that wouldaffect results going forward.

Well, from time to time we have seen programs like thiswhere we can get together with our main vendor which is CaseIH and we puttogether a lease program on a series of tractors. This has been something that has happened inthe past and could happen going forward. We have to assess where the market is at and what the program is that isavailable.

Has there been a comparable program run during the currentfourth quarter?

Are you talking about prior years?

No I am talking about, this was an impact in your Octoberquarter, right?

When I give the results for the fourth quarter we had putsome of that into our calculation as part of those results, you are right.

In the same store, yes, I reinforce what we just heard Bobcomment on the very impressive same store sales number even without thatprogram. Agricultural versusconstruction I assume the number was stronger yet in the farm equipmentdealers?

Yes, the farm equipment has been stronger, very, verystrong; a lot of strength in the farm equipment business. You look at the commodity prices. [Inaudible] We are fortunate in the constructionin our market is effected by, you take western North Dakota, you take bothagriculture but then you also have these oil, the coal mining, wind part goinginto it. If you really look, I saw somespecifics the other day if you look at the housing market compared to thenegative trend throughout the United States. You look at Bismarck, Fargo,Sioux Falls, Rapid Citywhere we have construction stores where actually increases in not only resalesbut in new housing starts in those markets. So, we are fortunate in that the Midwest have somewhat of a differentmechanism in the construction source, so we’re seeing a steady business and weare not seeing the downturn you see in the other parts of the United States inthe construction business.

So can you tell us what kind of same store sales growth youhad in the construction side?

We do not look at our business that way we are looking atour entire machinery business.

Okay but it was positive? Is that what I here you saying.

Like I said, we’ve got stores where the two of them are allthe same stores so it is not possible. We are not playing that out.

I see. Okay, wellthank you for that. In your outlook forFY09 have you included any acquisitions that you have not yet made?

Yes, we do have that as part of our. This is a very similar trend, our historicalresults at Titan is that our company, we have been building this company onboth organic growth and growth through acquisitions and that same exact formulais what we use when looking forward into 2009 to come up with our preliminaryoutlook for you.

Can you share with us roughly what kind of same stores sellsgrowth you are assuming in your forecast for FY09.

Right now what we want to do for this preliminary outlook,we just wanted to give you some type of feel for what range we look at for ourrevenue side of business and our earnings side. Really right now I would feel morecomfortable looking at that after our fourth quarter results are out.

Fair enough. Lastly Ithought you made a very interesting; I think David actually made the commentthat you - no actually maybe it was you Peter, talking about inventory. Inventory is up in part because you aretrying to position yourself for a healthy market and I think you made thecomment along the lines, “We have ongoing good access to inventory.” It is fairly well understood, I think in amarket demand for combines, large tractors is very strong as prompted one ofthe other manufactures to make comments about how far out their own productionsschedules are sold out. Do you have anyissues in securing supply of products so that you can meet customer needs?

Well, right now we have been looking at forecasting thisgoing back the last six or nine months and we have put orders in the order bankso that we would have inventory to sell. And, at the same time we were very successful in the fourth quarter withpre-selling where we have actually sold equipment that will be delivered in thefirst and second quarters of this year out there. What we need to be is very aggressive outthere with our sales force. We think wehave an excellent group of sales people and the customers are very aware ofthis. There is going to be a lot ofactivity out there to get the deals made and get the deals locked in. We will continue to work with CNH to makesure that we have the orders on hand to supply our needs.

I wonder Peter do you have a number for what acquisitionsthat you have completed in the last 12 months have contributed to revenue inthe quarter?

In the quarter - I have to look at that Bob.

While you are looking that up let me also ask about the twomost recent well, really the last acquisition that you all announced the AvocaGreenfield dealers that brought $34 million of revenue. Is there anything unusual there in terms ofrecent sales results or perspective sales results? What I am getting at is the $34 millionreally a pretty clean number? There was nothing wildly unusual that inflated itas we look back and then going forward is this – you’ve had situations in thepast where you’ve bought businesses that were severally over inventoried andyou get a short tem pop from liquidating that inventory. Again, I think most people understand that iswhy your same store sales statistics focuses on businesses that you have ownedfor at least two years. Is there aprospect for something like that happening in this relatively larger acquisition?

I think that what is important to look at here is that youknow we see that acquisition as mirroring what we are doing with our otherstores at Titan. That falls into a verystandard market that we are used to marketing in. We have other stores that same marketenvironment and what we have just talked about with our fourth quarter resultsand what we are looking at, I think it is fair to say that that store should bein a similar trend to what we have been doing.

While you are looking for that acquisition number, let mefollow up on a separate comment that I don’t know if I heard it made on thecall but it does appear in the queue - reference to growing market share. Could you talk a little bit about that? Where you are seeing that happen and howsustainable you think it is?

First Robert I just want to get with you - I don’t have theacquisition revenue on the quarter but I do have it for the nine months and theacquisition contributed $39.7 million or 44.5% of the increase. So does that help you there?

Yes it does, thank you Peter. Then the question about marketshare.

To comment on thatquestion, you know we have always been very aggressive at our dealerships andwanting to grow our share. We like themargins we see from the parts and service business and we know to get thatfuture revenue stream we need to be successful getting market shares. [Inaudible] we were very successful and amagnum lease program; we did that. Wethought we had a situation here where we had a lot of customers were going tohave some tax issues this year and we put that together so that they could takeadvantage of that and because of lease payments are deductible. So, the things we are doing in our storesfrom the way we manage our sales people, our demonstrations, and our fielddays. We are very happy with our productline we have from CashIH from now, New Holland and the construction side bothCase construction and Hollandconstruction. We have got a lot of things in place here and we are veryfocused on market share and we know that to be successful this long term weneed to be continually growing the shares. I think throughout our whole company we are passionate on that. We have a lot of things in place and we havegot a lot of incentives within our folks to grow shares. We feel very confident that we can continueto do that.

Last question I was surprised to see the news about theTitan truck center. Could you talk aboutyour decision process there and whether you have any plans to expand on thatinitiative? Or is this kind of a oneshot deal?

The Titan truck center is located in Moorhead and what wehave is a large percentage of our customer base all of our farm customers andour construction contractors use these large trucks and they use the sameengine and drive line very similar to what we have on the big equipment that weservice. So, essentially we are justbolting that on to one of our dealer locations. We have already been operating the serviceside of this business, we have already been operating that historically out ofa store that we have down in South Dakota and Watertownand we have it in a store that we did through acquisition in Crookston. Really we have been doing this and it issomething where we can provide more full coverage on service for our customerbase and at the same time get operating leverage from what we are doing alreadyin our parts and service side of our business. We felt that because of this being in a bigger metro area in the Moorheadlocation then we just essentially branded it where we called it truck centerbut essentially it is just an extension of the dealership that is alreadyexisting there

We may see you do more of this as you leverage the existingassets that you have in place?

We have been doing it in these stores and but we are not,the truck center is not selling new trucks right now.

I understand. Outsideof maybe signage and promotion is there any other significant incremental costrequired to add this to a dealers capabilities?

No there really isn’t. With all of our dealerships we need to keep track of how many squarefeet we have per technician. One lastthing on the branding of that, in that particular instance with this store inMoorhead it is right along the freeway or interstate and in order for us we dohave some drive by traffic that we can just get at for incremental business andthere is just a lot of these people that need DOT inspections as well as ourcustomers. So to give them just a littlemore identity we have that capability there instead of just calling it Titan Machinery,we also called our truck service bay we call that the truck center. Do we have one more question?

Our next question comes from Cliff Walsh from Julius Bear.Please go ahead sir. Cliff Walsh – JuliusBear: I just have one quick question on guidance for fiscal 2009did you include potential acquisitions in that number or is that just existingbranches at this point.

That number did include potential acquisitions mirroring ourhistorical trend of what we have been doing.

We have no additional questions at this time. I will go ahead and turn it back to you.

Thank you for your participation today and we are lookingforward to sharing the progress with you next quarter. As a reminder we will be attending the ICRconsumer conference next week and we hope to see many of you there. With that that will be the end of our calltoday. Thank you.

Ladies and gentlemen this concludes theTitan Machinery INC. third quarter 2007 financial results financial call. If you would like to listen to areplay of today’s conference please dial 1-800-406-7325. Thank you for using ATT and you may nowdisconnect.