Justin Benincasa - Chief Financial Officer Michael Prior - President and Chief Executive Officer

Richard Prentiss - Raymond James Hamed Khorsand - BWS Financial Gaurav Jaitly - UBS Billie McIntire - Stifel Nicolaus Adam France - Keane Capital

Thanks operator. Good morning everyone.

Thank you forjoining us on our quarterly call as we review the third quarter 2007 results.As usual, with me here is Michael Prior, ATN’s President and Chief ExecutiveOfficer. During the call, I’ll be covering the relevant financial informationfor the quarter and Michael will be providing operational update.

Let me start off first with the cautionary languageconcerning forward-looking statements. This call may contain forward-lookingstatements concerning our goals, beliefs, expectations, strategies, objectives,plans, future operating results, and underlying assumptions, and any otherstatements that are not of historical facts.

Actual results may differmaterially from those indicated by these forward-looking statements as a resultof various important factors including the factors referenced in the earningspress release issued yesterday and those described in Item 1A, risk factors ofour Form 10-K for the year ended December 31, 2006 and our other SEC filings.We undertake no obligation to update the information contained in this call toreflect subsequently occurring events or circumstances. With that out of the way, let me talk a little bit about thefinancial performance for the quarter.

The third quarter was another goodquarter for us with revenue delivering strong year-on-year growth particularlyin our wireless category. During this quarter, we generated total revenue of$47 million, up $5.7 million or 14% from the same quarter in 2006.

Wireless revenue was $21.5 million for the quarter, up $4.4million or approximately 26% compared to the third quarter of ’06. LocalTelephone and Data Revenue totaled $11.8 million; up approximately 300,000 from2006 and international long distance revenue was up 7% to $12.6 million from$11.8 million last year.

Overall revenue for the third quarter was up sequentiallyjust over 6% from the second quarter, helped in part by seasonally highertraffic in our U.S. rural wireless business.

We did however felt a drop off inour wireless revenue in Guyana this quarter from last quarter; largely due tolower handset sale proceed and one-time credit given to certain customers inthe third quarter. Operating income for the quarter totaled to $17.6 million,up $2.7 million or 18% from the same quarter of 2006.

Non-cash expenses fairlyconsistent with past quarters’ increased with depreciation and amortizationexpense of $6.8 million and $213,000 of non-cash stock-based compensation. Net income for the quarter was up 24% from $7.6 million inthe third quarter of ’06 to $9.4 million this quarter, giving us earning pershare of $0.61 compared to $0.63 in 2006.

Capital expenditures for the quarter totaled approximately$12.9 million; again, consistent with previous quarters. The majority of themoney was spent on the continued expansion of our GSM and CDMA network atCommnet and our GSM network in Guyana.

Guyana spent a little less than half of the $12.9 millionwith the majority of these expenditures increasing capacity and coverage on ourGSM network, along with cost associated with the replacement opportunities ofour fixed wireless. The bulk of the remaining capital expenditures was spent onadditional GSM and CDMA base stations and cell sites to Commnet.

During thequarter, we added 23 new GSM and CDMA base stations in 11 new sites, ending thequarter with a total of 333 base stations and 225 cell sites. Just looking at the balance sheet, they’re fairly consistentwith past quarters.

As of September, we had cash balances of approximately $61million. Our outstanding debt still remains at $50 million, leaving us with anet cash position of little over $11 million.

The assets and liabilities held for sale of approximately$13 million and $1.3 million respectively are related to the pending Commnetsale that we mentioned in the press release, and Mike is going to speak alittle bit more about that in a minute. And lastly, I want to provide some supplemental segmentinformation in advance of the 10-Q filing.

Keep in mind that the followingnumbers are before taxes and minority interest, and segment revenue andoperating results for the quarter have been adjusted for intercompanyeliminations of depreciation and management fees. The rural wireless segment had revenues of $16 million andoperating income of $7.9 million, which included $1.9 million of depreciationand amortization.

International integrated telephony generated revenue of $25.1million and produced operating income of $11.5 million, which included $3.9 ofdepreciation and amortization. The domestic telephony segment had revenue of $3.7 million,operating income of $580,000 and depreciation and amortization expense of$431,000.

Wireless television and data revenue was $2.2 million and hadoperating loss of $404,000, which included depreciation expense of $522,000. Now, I’d like to turn the call over to Michael to give youan update on our operations.

Thanks Justin. Hello everybody.

Once again pleased with theresults this quarter, and as usual, I’m going to give you a little color andsome additional operating specifics. First of all, on the rural wireless business, we handled 107million minutes of use for the quarter compared to 73 million in the thirdquarter of 2006, so that’s up about 47%.

The growth in minute volumes is stillbeing driven by a combination of network expansion and same site minutes growth. On a consecutive quarter basis, the growth also came fromour typical increase in Summer time traffic.

The big news in this sector, ofcourse, is our decision to exit two of our markets in Midwest with the pendingsale of those network assets to a major carrier and our agreement to build atleast 70 sites in another area. While this is entirely consistent with our model and thereturn on our exited markets are both good and within our targets.

We recognizethat investors who want to understand what it means going forward. And shortlyafter that we reduce that – we expect it to reduce the growth rate of our ruralwireless business in the near-term.

We do still expect solid year ending growthin that business in 2008, but in the short-term we think the market’s beingbuilt were not on its own, and that’s one way to be itself. Moving to Guyana.

In Guyana, we continue to add coverage andcapacity to our network. Justin gave you the CapEx numbers earlier.

Both, ouroverall and GSM subscriber base grew. GT&T ended the quarter there with330,000 wireless subscribers, 307,000 of which are GSM subscribers, and thatcompare to the 261 total or 169,000 GSM a year early – in the year earlier.

And it compares to 305,000 total and 274,000 GSM in theprevious quarter. Our national competitor, which is requesting a or evenanticipating change marketing heads twice this year, they’ve changed the VMonce.

And if you read the press down there, they are chasing almost daily shopsthat are up. I guess, you can say, we are mostly flattered by theirconcern but you know we’re trying to avoid that kind of approach to the marketand we’re still trying to keep our team with the heads down focusing oncustomers and focusing on delivering results.

And we also continue our work on expanding and upgrading thewireless networks, as I mentioned earlier. Although, you know we do expect thatthe activities to start to flow somewhat in 2008.

While, we are on Guyana,let’s also cover local and international, they’re the two main revenue strengtheningthere. On local side, we’ve continued volume growth 147,000 accesslines versus the 117,000 a year ago.

In the fourth quarter, we’re also watchingour new cellular wireless Local Loop Service to replace the fixed wirelesstechnology. There are the main vendors and the longer supportive.

Weexpect to have around 8,000 customers using this technology by the end of 2008.The vast majority of those of course are existing customers that we’retransferring over to this system. The upgrading also allow us to seamlessly and smoothlyexpand the data services available to those local customers, so in the longerterm it will represent a nice upgrade for our customers those are the serviceswe can provide.

Data continues to growth for recent quarter down there stillnot the type of numbers you would see in more developed markets but itcontinues to grow. And we’re hopeful that economic growth will reset over thelonger-term.

And on that note, some investors have been (inaudible). In Guyana there’s quite a hub out the result of the UNArbitration between Guyana and Sovernet they’ve been intending for years and itwas over a disputed offshore areas between the countries.

And these wereoffshore that are thought to be very good prospects for oil. And in fact Guyanahad been exploring oil there when Sonam made a claim on it and then hostedexploration activities some years back.

So they factor oil exploration and everybody and Guyana ishopeful that that will present future revenue and economic growth. On theinternational side, our international revenue maintained healthy levels as justbeen noted.

We have and will encourage to increase expense on expanding andimproving our satellite connection because of the problem (inaudible)international and you see fiber line but overall it’s holding up well. For our local and data business in New England similar storyas previous quarter, we are very pleased with the growth and sales of smallbusinesses continued very low churn amongst business customers.

It’s an indicationthat we are doing a good job of casting the customers and providing services tothem. But we’re still battling the dial-up decline on ayear-on-year comparison.

And just some quick stats, we did about 314,00business lines representing about 6% increase on a consecutive quarter basisand a 32% increase year-on-year. Residential lines and dial up were flat on a consecutivequarter basis and of course dial up is well dialed on the year-over-year.Sovernet along with other New England CLECs this is another major servicepeople have been following agreed to the settlement terms of Fairpoint, whichis buying the Verizon lines and reversed force trust transaction.

And that settlement is leading the mark TFD probably servicefor approval. I think approved which we would generally expected to be approvedat this point.

Settlement to give up minimum three years of certainty on thecosts and availability of network element. And there is still the regulatorycontrol on available or even pricing after that.

In Bermuda, subscribers ended the quarter about 20,150that’s down from 23,000 subscribers from year earlier and 20,700 at the end ofthe June. As in the first couple of quarters the main drivers are both on theyear-on-year comparison involves in our smaller prepaid subscriber base.

Data subscribers and revenue growth have been a bright spotand operating profits were actually flat year-on-year. And we also as mentionedin the press release had the news that we finally got the data roaming soft andits clarification there is data roaming is up on the EVVO Rev A portion.

And ittakes a little further technical times, but we has had no data longerwhatsoever and that was the first half. In the Virgin Islands, data sales continue to drive bothresidential wireless, high speed and high capacity links.

That’s a governmentalbusiness; we had about 3,900 broadband data set at the end of this quartercompared to 2,400 a year earlier. So it’s a very nice growth rate.

Televisionsets are pretty flat. And I think operator that’s concludes my portion.

And we’lltake questions.

Good morning, guys

Good morning

Let me off with the one, for instance star one. I will wantmore color if I could Michael on the carnet.

As we look out there, the $17million price. Can you give us any kind of indication and kind of what sort ofrevenue we should take away on a run rate basis and its hard I know because itsannual, its got cyclicality to it.

But just kind of what numbers are we looking at and then ifwe look at it could be up to maybe 20% of your base station and I guess somedifferent base station because I was going to check a final answer. But we seenit to a more kind of help in understanding, what we should be taking away as weget right to add these new markets into it.

Sure. That’s fine.

Let me do that. The answer to your firstquestion I think in order.

I think that we expect a net effect of the sale. Andthe new markets bill, in that excludes the other bill but the (inaudible) partof an agreement and same carrier.

We expect that to produce as $1 million to $2million less revenue in the quarter, in the first couple of quarters to nextyear. And that’s based only on the minimum billed not – not us endingup building more in the area, which is not a typical at all in our pastpractice and history.

But just to be conservative, we use minimum bill in that.

And is there any Illinova (ph) contributed on its own toexcluding it new markets on its own contributed a little less than 10 millionof our year-to-date revenue in a row while the segment. But let me just so that kind of gives you an indicationwhere we are going as I said, you still expect overall solid growth next year inthe segment.

But it’s important to understand that this is not what we wouldview as a cyclical sale or monetization of an asset. This is really part of the strategic motto with the keycustomer and so we don’t look at this.

When we’re evaluated doing it. We do notlet the case like typical sale of a business or an exhibit of a business.

We really looked at what is the assessment to customer, whatthese assets were long-term slated to do versus other asset we could build. Andthat is to see the understanding what we’re doing here.

So when people haveasked us in the past, what is your overbuild rate and how we look at that? And we’ve already said that, the new areas were buildinggenerally has pretty low overbuild risk and that’s why we target them.

And wehave a couple remaining that have some and included in the general NOI wherereally the biggest way, I think, overbuild because we have very, very… Atypically, we had to two fairly dense towns in there with alot of traffic who calls those town that had a lot traffic. And we made adecision in the matter of time when it makes to, and it was really largely onearea we are serving and would make sense then to you, so that carryover tobuild that.

And so we’ve been talked to them about a very -- I think smartstrategic way for us to make that move and worked very well for both them andus.

And so, when you talk about the $10 million year-to-datethat gets us back kind of that $1-$2 million per quarter delta and then in theearly course.

No, no. Sorry, that there is no -- because the $10 millionyear-to-date is more than the net, like it.

Because when I gave you the $1million to $2 million last revenue quarter and including the effect of the buildthat we agreed to do simultaneously.

Right. So the $10 million is kind of the growth down?

Exactly. Yes, that’s correct, for nine months.

Got you. And then, that’s kind of a little heavierseasonality to it maybe because of summer trial and back-to-school time.

So ifwe think of a annualize it, do not think about what fourth quarter might mean?

I don’t thing the annualize will be far-off because thethird quarter there can be a little lower but September at the collage time ishuge. So that makes up a little for dry August being lower and there were sometourist areas.

Because we attacked these altogether, we did not want to be leftin sort of the slower things, property. The seasonality is not substantial.

I think you can use thatnine months of revenue to get to your rough annualized.

Okay. And as we look into ‘09 your thought are that thesenew market that you’ll be spending on for spectrum purchase and lease thenCapEx to build the sale-side.

Do you think that will take that revenue perquarter in ‘09, back up to being at least flat to being positive answer,working on a net basis?

Yeah. I mean, it’s hard to, we’re planning to tell you aboutthe new areas we go into Rick, because we don’t know entirely, but we certainlydon’t think this going to stop its overall growth.

And how much the new marketcontributed to and we can’t be really sure 18 month out. But we have a decentguess on it that we’ll provide you over the next six months or actually nextthree quarter.

So, I think that, its bit hard to go beyond that. But yeah,and typically we find more opportunity everywhere we go.

And part of this isdoing something that makes a lot of sense for customers, and we’re also hopingthat they help us in general.

Okay. And then as we look at potential for more of thesetype things, any other that you think it’ll be selling or is there morepossibility to get bigger areas where they want you to step up and build morecustomers?

Yeah. I mean, I thought and opt to say, first of all, thisis we don’t have perfect view of the future anymore and anyone else got it,particularly when you talk about very big carriers and what they might do.

But right now sitting here today I would say we do notexpect this side beyond to be anywhere in the near term. We think this wasunusual because we don’t really have much of any areas left that had decline incharacteristics with this to an extent.

And, as to the second part, yes, we do think there are areasof additional possibility well beyond this new market that we were agreed tobuild. And some of that is the continuing need to fill some light base in itconcentration the big carriers are on technology upgrade and fighting about intheir areas where they really battling for subscribers.

And some of the results there’s been a lot of consolidationand movement and that content open up some opportunities in areas that theymake sense for us to step in strategically. But nevertheless we move-up, wejust think we like our chances for finding additional areas in ’08, ’09.

Now we guess as AT&T buys Adaptor, as Verizon buys ROLand TMobile buy SunCom, people that are worth buyers might be just a littleconcern of what the roaming access is going to be in those areas, being boughtby private equity?

You’re right. That’s fair.

Okay. Next question for you, you guys have increased theteam.

You got a all competitor from Bellsouth now down there, talk just littleabout what’s going on the M&A environment, what you guys are looking at,what you are seeing, are prices higher, prices low, your balance sheet sittingthere waiting to go?

Yeah. I mean, I think at this part, what we view is ouropportunity and again to drive returns is certainly in the M&A area.

It hasthen historically and obviously when we hire to provide service, that was agrowth in that direction. The first, I guess, you can’t, if you going to bediscipline buyer.

You can predict exactly when or if anything will happen. Iwould say to answer to our question of the market though, I definitely think,its improved for the buyers.

They experience, there is clearly less capitalchasing things around, people are nervous, the telecom sector is less or highin some quarters, and we level that. We’re going to be here for a long time andthat’s our plan.

And so, we love it when they start coming down there and westill think with our balance sheet, as our track records that we have a goodlow cost capital, to wait in there and make the move. But its all; we thought it always comes down to price pointis up strategic phase.

We're going to be ready in Kenya to be (Inaudible) onthat.

Okay. But, still put it on, an over buying spreads; and goodluck guys.

Yeah, thanks.

Good morning.

Great quarter guys.

Thank you.

I just had a question regarding the sales sides disagreementthat you have. Is there, this transition period with the FDI regulatory approval?Will the transaction be complete, will there be revenue continue to begenerated from that assets?

Yes, yes. I mean, they will, until this deal closes, revenuecontinue to be generated for normal.

And that’s why we focused on the first twoquarters of the next year. Assuming that it's unlikely for there to be anysignificant effect in the fourth quarter?

And we've hit the ground running ourearlier trends of constructive sites, so we are under construction for thenumber of sites already?

Now, given the current transition period but when will thebuild happen. Are you guys doing the build wall (ph) in transition, or will youwait until the deal is complete?

And that’s since you build out of the newmarket?

Yeah. That's what I was just saying as we are already buildout, we have already build that sites.

And so we are up and running.

Okay. All right.

Thank you.

You’re Welcome.

Thank you. Good morning guys.

Good morning, Gaurav.

Just a question on the margin this quarter; you guys sawsome pretty good operating leverage here. It looks, specially the number thatJustin gave out.

In the slide mentioned, it looks like Comet pretty much had100% incremental margins sequentially. I mean, I know its not the right way to look at thisprobably, but just going forward.

Should we think about this, it makes sensethat is very high operating leverage of the business. But just in terms ofmargins of the business, it will just be helpful if you can help us thinkabout, just expenses and how much scale you're having system that you canaccommodate growth without the increasing expenses that much.

I mean Gaurav I think how I would look at those margins ofthat business is. Yeah, we did September was a great quarter in terms ofmargins.

I would tend to say that from looking forward that those margins willprobably come down after that. And should be moving into these markets.

So, andwe bring up thoughts that will have all the costs and the revenues will becoming as we go. So, I would tend to say that, this quarter was higher than weprobably had until '08.

Okay. And then just on Guyana, if you could just, I actuallyjumped on the call a little bit late.

So, I apologize if you addressed this.But just in terms of the competitive actively from Digicel. Have you seen more,have been getting more aggressive, it looks like that you had a risk organizedinto that quarter?

On the Wireless side, just wondering what are the dynamicson the Wireless side over there.

Yes, they are always aggressive. They are like a big bully.They like to throw their way around, like to be aggressive.

I don’t feel thatchanging in the short-term certainly hasn't at all during the year. So, that’sthe nature of the market right now.

At some point the market, it will tend toreach somewhat of an equilibrium, I would say. But I don’t think that it's there yet.

Even now, it's justtoo soon to tell, but we continue to be very competitive in terms of promotionsand handset subsidies. We think we have the better value proposition but theyare very good which they would extend the promotions and they are very visiblemarkers and win so lot of money asset.

But, we're right there with them.

Fine. Great.

Good luck. Thanks, guys.

Thank you.

Hi, guys. Good morning.

Good morning, Dolly. We can tell everybody it's --

Sorry? Yes.

I don't know if in was going to make a change. Ithink you guys have said in -- for a while now that your tax rate shouldaverage out to around to 50%?

Oh, no. And sort of asking the same question, Ijust wanted to know -- it looks like it's gone a little bit lower this quarter?

Yes. That should be -- that isn't -- because it's going tobe lower.

I have been more of guiding into the mid 40s and it sounds this isaround a little between lower 40s and mid 40s. But the -- I think it's -- Ithink around up of 44% to 45% range is probably where we'll end up.

Okay. So --

So, 50s is all to bring a factor.

Okay, okay. So, going forward, the mid 40s.

Right.

Should we go to -- okay. And the other, the only thing Ijust wanted t see if you guys could talk about -- have you had any moreconversations with the government in Guyana regarding your life (indiscernible)and if there's been any movement at all since last time when you talked.

We previously had a discussions but there has been a lot ofclamor for it in the press. Recently in fact, I picked a day in the press, the-- somebody from the government announced that they wanted to reconvene(indiscernible) discussions with us shortly.

And I think he had said Luxembourg(ph) gets again clearing and move into early next year to down. So, that's theword from the government and as we have always said, we're ready to bounce onthem and willing to talk.

So, if that works and we really should be sittingdown early -- the early next year. But it doesn't always follow upstraight-forward line, knowing from the past.

All right. Okay.

Hey. Good morning, guys.

Thanks for taking my call. Can youall speak to where the ’07 CapEx should end up now and why did the your rollduring any stab at ’08 this time?

You know we're going out for staff in that way. So I don'twant to guess on that.

Yes, we're working through in all those numbers. But Ithink the '07 is probably going to come in the mid 40s.

I think I have beenstanding with them probably 43% to 47%. I said thank we'll be riding themoutrange properly.

Great. Thank you guys.

Okay.

Great thanks operator. Thank you everybody.