Thank you Shawn. Good morning, everyone.

Thank you forjoining our call today. Earlier we released our financial results for our thirdquarter ended September 29, 2007.

You can access a copy of our press release onour Web site, www.entegris.com. Before we begin, I would like to remind listeners that ourcomments today will include some forward-looking statements.

These statementsinvolve a number of risks and uncertainties, and our actual results may differmaterially. These risks and uncertainties are outlined in detail in thismorning's press release and in our most recent 10-K report, as well as in ourother reports and filings with the SEC.

We encourage you to read carefullythose reports and filings. On this call we will also refer to non-GAAP financialmeasures as defined by the SEC and Regulation G.

You can find a reconciliationof non-GAAP financial measures to the comparable reported results of operationsunder GAAP in today's press release, as well as on our Web site. I should point out also that all numbers discussed on thiscall, unless otherwise noted, are based on results from continuing operations.

On the call today are Gideon Argov, President and CEO,Jean-Marc Pandraud, Chief Operating Officer, Greg Graves, Chief FinancialOfficer, and Peter Walcott, General Counsel. Greg Graves will now begin the call with the financialhighlights of the quarter.

Thank you, Steve. Good morning, everyone.

We are pleasedwith the results of the quarter, which were above the guidance we provided inAugust. Sales for the quarter were $151.8 million.

Net income was $8.4 million,or $0.07 per diluted share. On a non-GAAP basis, net income from continuing operationswas $11.4 million, or $0.10 per diluted share.

Reconciliation informationbetween our GAAP and non-GAAP results may be found in today's press release,which can be accessed on our Web site. Adjustments to our non-GAAP results include $4.8 million inmerger-related and other restructuring charges.

I’ll reference these as Idiscuss the income statement in detail and talk about non-GAAP results. Gross margin for the third quarter on a modified basisimproved 100 basis points from Q2 to 43.7%.

The Q3 gross margin was impacted byapproximately 700,000 of costs related to the transfer of the manufacturing ofseveral product lines from the U.S. to our facility in Kulim, Malaysia.

I was in Malaysia last week and can say I am quite pleasedwith our progress in ramping that facility. As we discussed last quarter, weestimate the cost from these manufacturing transitions could reach $4 millionin aggregate over the next several quarters.

To date, we have incurredapproximately $1.8 million related to these moves. Operating expenses on a modified basis were $49.4 million,or 32.5% of sales, which was right in line with our expectations.

We spent $9.4million on new product development projects related to contamination controlproducts for advanced semiconductor and microelectronics manufacturingprocesses, such as photolithography, wet etch and clean and CMP. SG&A on a modified basis was 26.3% of sales.

Our GAAPoperating expenses included $3.7 million of merger-related amortization. Totalstock-based compensation in Q3 amounted to $2.9 million, or $0.02 per dilutedshare.

This included about 400,000 related specifically torestricted stock grants made in connection with the 2005 merger. You shouldexpect these merger stock grants expenses to be negligible by the first quarterof 2008 as they continue to amortize.

Adjusted for merger-related and other restructuring, ournon-GAAP operating income was $16.9 million, or 11.1% of sales, a 5%improvement over Q2. We reported income tax expense on a GAAP basis of $3.2million in the quarter, or a 26% rate.

The rate was favorably impacted by thefinal reconciliation of our 2006 tax return and our book tax accounts. Shares outstanding on a fully diluted basis at the end ofthe second quarter were $116 million.

Cash flow remains strong, as we generated$25 million in cash from operations in the quarter. Through the first ninemonths of 2007, we have generated almost $100 million in cash from operations.

A good portion of that has resulted from working capitalimprovements, particularly from reductions in inventories, which went from $93million at the start of the year to $81 million in the current quarter. Inventory turns were about 4.2 times.

Accounts receivable indollars were roughly flat compared to the second quarter, and DSOs were 62days, versus 61 days in the second quarter and 70 days at the beginning of theyear. Depreciation and amortization totaled approximately $11million, and capital expenditures for the quarter were $6.3 million.

We expect2007 CapEx to be approximately $30 million. Cash, cash equivalents and short-term investments totaled$125.9 million at the end of Q3, or $10.6 million lower than at the end of Q2.The change in cash reflects strong operating cash flow, offset by the cash usedin August to acquire the semiconductor assets of Surmet Corporation.

In addition, this month we initiated a series oftransactions in the form of intercompany dividends and loans from our Japanesesubsidiary that will allow approximately $100 million of cash to be used tosupport both our acquisition strategy and our commitment to ongoing sharebuybacks. About $70 million relates to cash on hand in Japan, and thebalance, or $30 million, is funded by low-interest loans from Japanese banks.These transactions will occur in the current quarter, and we anticipate thiswill result in an estimated $10 million U.S.

tax benefit in Q4. These steps are part of our strategy to use our cash flowand our balance sheet to achieve superior long-term shareholder returns.

Ouracquisition of Surmet's semiconductor-related business is a good example, ofhow we can build on our strong platform and enable next-generation electronicsthrough advanced contamination control in the manufacturing process. With that, I will turn it over to Gideon Argov.

Thanks, Greg. Before making some comments on sales trendsand on some key operational projects underway, I'd like to say a few wordsabout our long-term strategy and our focus.

Our mission is to create value for customers andshareholders by building on our strengths as the leader in providing productsthat purify, protect and transport critical materials used in the manufactureof semiconductors and other electronics. We have an excellent platform from which to achieve this, interms of our core filtration and microenvironments technologies, a leadingshare in most of our core markets, our long-term relationships with a verybroad base of customers, and our strong balance sheet and cash flow.

Our strategy is to leverage this platform and grow ourbusinesses in multiple ways, in three ways fundamentally. First, by using ourcore technologies to develop truly innovative solutions to complexcontamination issues that enable our customers to cost-effectively manufactureadvanced technology.

Secondly, to acquire strategic bolt-on growing businessesthat leverage our core customer relationships. And third, to expand our sharein some key ancillary market segments.

At the same time, parallel to these strategies, we intend toalign our manufacturing closer to our customer base, as we have saidpreviously, and to increase our flexibility and cost efficiency by the use ofmore outsourcing. In the context of these strategies, we had several reasonsto be pleased with the results for the third quarter.

Firstly, we achieved sales and earnings above ourexpectations. Secondly, we continued to generate strong operating cash flow.Third, we continued with steps previously disclosed underway to movemanufacturing of certain key products to our Asian manufacturing sites,particularly in Malaysia.

And fourth, we completed the purchase of a small, butimportant coatings technology business that expands our market reach into amarket that is new for us, the iron implant business, and gives us access atthe same time to some unique technology that can further differentiate some ofour existing products. For the quarter, our sales reflected two distinctlydifferent market trends.

First, continued high chip production and fabutilization, and second, softening of capital spending and a slowing ofcapacity expansion, those two trends working, obviously, in oppositedirections. Now, as a Company with a broad line of contamination controlproducts, which are sold to virtually every company in our industry, we have,as you know, exposure to both these trends.

Within the semiconductor market, which represented about 80%of our sales, wafer start and semiconductor unit production levels at mostIDMs, memory chip companies and foundries remained at relatively high levels,and this had a favorable impact on the unit-driven side of our business, suchas filters and shipper products, which represented just about 61% of our salesin the third quarter, compared to about 60% in the second quarter. The offsetting trend was a continued slowdown of capitalspending.

This impacted the capital-driven side of the business, whichrepresented the other 39% of total third-quarter revenues. In our non-semiconductor markets, which represented about 20%of our overall Q3 revenues, sales of both data storage and our TFT-LCD productsrebounded from the second quarter.

Sales of our liquid filtration products wereabout even with Q2, as growth in replacement filter sales, the wet etch andclean processes, and new CMP-related products, was balanced by softer sales infilters that are sold through OEM tool companies. Sales of our microenvironments products were also about evenwith Q2.

200 mm shipper sales softened as we expected as the industrytransitions out of some 200 mm fabs. We are encouraged by the continuedprogress of the new 300 mm shipper product, the FOSB product, which continuedto get traction at key target customers.

And on the transport side of thewafer-handling business, sales of our FOUPs grew in the third quarter. Our liquid systems and our gas micro contamination productsdeclined in Q3.

Since many of these products are sold to OEM tool providers, orto facilitize new fab capacity, these products were impacted by the slowerindustry capital-spending environment that we witnessed. While the lower capital spending did have a dampening effecton sales of our systems overall, we continue to be pleased with the growth ofseveral new systems products previously announced, such as our liquid lens forimmersion lithography, as well as Clarilite solution for reducing radical haze.

In terms of geography, sales to Asia, our largest region,represented 37% of third quarter sales, and they grew 4%, driven by sales tofab customers of liquid filters. For the remaining geographic regions, sales toJapan were 22%, North America was 26%, and Europe was 15% of the total, withboth Japan and North America being somewhat negatively impacted by the slowerOEM demand for liquid systems products.

As Greg alluded to in his remarks, during the quarter wecompleted the acquisition of the semiconductor portion of Surmet Corporation, asmall but, for us, important coatings company based in the Boston area, whichwe have named Entegris Specialty Coatings, or ESC. This is profitable.

It's a growing business. It has alargely consumable product line and fits very well with our micro contaminationsolutions.

ESC's proprietary low-temperature technology enables high-puritycoatings to be placed on a range of surfaces and substrates, including,importantly for us, polymers. These coatings act as barriers and as such, they protect thewafer from contamination, as well as protecting the surface that comes incontact with the wafer.

ESC has used this technology historically to become aleading provider of electrostatic chucks, or e-chucks that are used in the ironimplant process, and we see potential beyond this application to use thesecoatings to enhance some of our existing polymer-based products. As you know,strategic bolt-on acquisitions like ESC are a key part of our future growthstrategy.

Before turning to our outlook for Q4, I want to provide anupdate on a key initiative for us. As Greg indicated, we are on track with ourstrategy of moving manufacturing of some products to Malaysia.

Of the fourproducts slated to be moved, two are now in customer quall phase, and a thirdwill begin that process in the current quarter. The move of some manufacturing to Malaysia is only one pieceof a comprehensive, long-term plan to align our supply chain with ourcustomers, improve manufacturing flexibility, and reduce our cost structure.

Turning to our outlook for the fourth quarter, we expect thecapital equipment market to remain soft, even as wafer starts and unitproduction appear to be firm. And as such, we expect fourth-quarter revenue inthe range of $144 million to $152 million.

Given our commitment to sustained strategic investments andnew product development and the key manufacturing initiatives, we expect EPS ona GAAP basis, excluding any tax impact from the intercompany dividend that wasdiscussed by Greg, to range from $0.04 to $0.07. Adjusted for about $3.9 million in merger-related chargesand expenses, we expect non-GAAP EPS for the fourth quarter in the range of$0.07 to $0.10.

And with that, we will be happy to take your questions.Operator?

Hi guys, few things. One is, on the consumables relatedsales, Gideon, you indicated that you had a lot of things that picked up duringthe quarter.

I'm kind of confused. What actually didn't pick up during thequarter?

Because on a sequential basis, revenues are relatively flat for theseunit-driven products.

Chris this is Jean-Marc. We grew the consumable business by1% plus for the past quarter, in quarter three.

We did grow the FOSB business.We are taking market share there, and our market has been adopted a very well,I think it’ll grow. The rest was basically flat.

So we had some growth from theFOSB business, but even on the liquid filtration business.

And then, Kind of along those lines, trying to understand atrend here. If you go back to the end of last year, you guys were running morein the $100 million run rate for these products, and when the industry, semiindustry troughed, your revenues for these products came down, and they reallyhaven't recovered yet, even though utilization rates are trending up.

Is theresomething that's obvious here that we're missing?

No, you're right. This is clear that we are delivered forthe unit-driven business which is about the beginning of this year, and a bitslower than last year, even though when we started 2006, we had a number whichwas lower than that.

So, we grew during 2006 and during the upturn in secondand the third quarter. And now we are at the level, which is starting to planit and picking back again.

The other comment that I would make with regard to theunit-driven business, it's different than some of the companies that otherswould compare us to in that our unit-driven product, it's not 1 to 1 per waferstart. A number, a lot of our unit-driven products are also put ontools when they’re shipped.

So when the tool market is strong like it was 12months ago, that has a favorable impact on our unit driven business as well.

So there's a portion of the units that actually go into thecapital spending side?

Yeah, this is true. We have seen that in the third quarter,where in Japan, specifically, we were a bit weak on the equipment side comingfrom the OEM.

So we suffered on the equipment side, but we did also suffer inJapan in the third quarter on the consumable side, for the reason that Gregmentioned.

All right. And then, you guys mentioned earlier, I think,Gideon, that you had some new CMP-related projects that you were selling.

Couldyou expand on this?

Yes, we are selling filters, and we have developed a newfamily of filters based on our capability in Asia to address this verycompetitive business. We are also qualifying those PVA brushes used in CMPcleaning processes, and we are growing this business nicely right now.

Yeah, just to add to that, of the three major processes thatwe get involved with, about the smallest percentage of our revenue is CMP. Wetetch and clean is approximately 30% of our revenues, 40% of our revenues at thecompany, actually, is wet etch and clean and ancillary businesses there.

Photolithography is approximately 20% of our revenue,everything we do in that related to that process, and CMP really is less than10%. So we believe that, we know that in the CMP arena there are multiple pathsopen to us in terms of filtration, in terms of PVA brushes, in terms of someother things we are involved with, that we think will grow that less than 10%dramatically.

Do you know, just generally where you are in the position ofmarket share, and how big that market is for the PVA brushes?

We do. We're really just starting out of the gate.

We havedifferentiable, unique technology, which has been accepted as uniquetechnology, I would say. And I would say that that's a product that is reallyjust beginning to ship this year.

The market overall is probably about a $50million market, I would say.

All right. Thanks guys, I appreciate it.

Yeah.

Hi, good morning. Continuing along the lines of talkingabout Malaysia and the other moves you're making and whatnot, I wonder if youcan talk a little bit about gross margins.

Obviously, this quarter with thestronger revenues you had some upside there. What should the trend be in sort of a flattish revenueenvironment given where the guidance is?

Should we continue to see expansion,or we'll stabilize for a while before more Malaysia output occurs? And then, the follow-on to the margin trend, the fourproducts that you have announced to go over there, as you mentioned, two are inquall, one going into quall, after those four, will there be another round ofproducts that move to Asia later next year?

Hi Brett, this is Greg. First of all, with regard to thegross margins, I would think you could expect to see similar to slightly lowermargins on the same level of revenue over the next quarter, I would say, fortwo reasons.

One is, if anything, we'll have a downward bias with regardto inventory in the fourth quarter, and the second point is in the thirdquarter when we gave our guidance, we had suggested that we would spend about$1 million on the product transfers. We spent slightly less than that.

And inQ4 I would expect this to go back to that kind of level of spending on theproduct transfers. So that's the answer on the margin question.

Generally inline with, perhaps a half-a-point decline, but kind of in the range that we'reoperating in today. With regard to the product moves, there will be another setof products that will follow the ones that we're working through right now.

Wewould expect the products that are moving right now, that by the May, Junetimeframe we should be producing all of those. And at that point we'll start considering -- we'reconsidering other moves now, but are likely to initiate other moves once we getthe existing products up and stabilized.

And Brett, I would add, first of all, there's four productsthat are in the process of being transferred. There's a microenvironmentsproduct called the Crystalpak.

There's another reticle product as well, whichis also microenvironments, a third one, which is the Spectra FOUP. It's a newFOUP.

And then the fourth one is actually a gas filter product called thewelded Wafergard. What's interesting is that there are multiple technologiesin these products.

In all cases we have this well underway, in two cases incustomer qual. And so we are -- things are going very well in that regard.

Iwould add that this is part of a long-term comprehensive manufacturingstrategy. You've seen us reduce the actual footprint of this companyby something like 25% since the merger.

You're going to see us reduce thatfootprint additionally in the next couple of years and in the next 12 months.So it's not an isolated set of circumstances.

In fact I have one follow-on. You mentioned, I think,Gideon, that the filtration business was, I think you said it was sort of flatbecause the unit-driven side ticked up but the OEM side sort of, obviously,dropped off some.

Did I get that correct? And do you think that the filtrationside, the OEMs, how do you see that balance going forward?

Will the unit-drivenside start to outweigh the CapEx side as that bottoms out or whatnot?

The reasons that our unit-driven sales don't, they movedirectionally with wafer starts, but they don't move exactly, and for severalreasons, as was mentioned. Just to recap.

Number one, we sell unit-drivenproducts to other markets, which may have different trends. And an example ofthat would be the data storage market, the TFT-LCD market.

Number two, as was mentioned, because of the nature of theiruse, filters do not have a one-to-one usage correlation to wafer starts.Because some of them, and a fair number of them, go into tools, which thengenerate a razor blade strategy, obviously, but they do go into tools as theystart out their life. And then number three; we have a very small share, forexample, of certain markets like 300-millimeter wafer shippers.

That's aconsumable product. It's one of the key segments that is tied to wafer starts.So it's a mixed bag.

I would say the other thing that you need to understandand be aware of is we are rolling out a fair number of new filtration productsas we speak. We've talked about Torrento 20 nanometer product.

There areother products being rolled out and introduced. The key to understanding all ofthat is the move to 65 and 45 nanometers.

That is going to be a significanttailwind for our filtration products, probably the most significant one. And the levels of stringent contamination control that arerequired are just an order of magnitude greater than at older technologies.

Wesee that in our discussions with fab operators throughout the world, and that'swhy we pin a lot of hopes, and actually we are convinced that we will see somegood growth in the filtration business the next couple of years.

Thank you.

Good morning, versus the forecast you put forth for thethird quarter last quarter, what specific areas of your business surprised youon the upside from a revenue standpoint?

This is Jean-Marc. We didn't get real, real surprised.

Whenyou look at the detail of the pluses and minuses in quarter three, the shippersand the data storage, data storage will be cumulate (ph) and we had some postduring backerage there premium plus. Liquid filters were about flat.

Liquidsystems were a bit down. The OEM, as we mentioned before, already starts so we sawsome kind of negative inclined liquid system.

And the gas micro business weought to be down as well a couple of million. So some good news on the shippersand the data storage, offset by some bad news on the equipment side.

Okay. And Jean-Marc, I know there was some concern comingout of last quarter as to whether or not your customers were using yourconsumables longer.

Did you gain any insight in this quarter on whether that ishappening or not?

This is a permanent trend in this industry. Customers havetwo ways of reducing their costs.

They can ask for a price discount, and theydo. And also they're asking for reduced cost of ownership, which is extendingthe life of product.

We have seen in some areas, for example, the airbornesystems, where two years ago you would go for a filter lasting 16 weeks, andnow we have some of these filters lasting a year. And this is part of the offer as well that we offer tocustomers.

But we don’t need necessarily to ask for price reduction, but we arealso able to optimize the lifetime of those filters. And we stay in business,which is most important.

Okay. And how much did the revenue from the Surmetacquisition help this quarter?

The Surmet acquisition, other run rate also but premium theall quarter, so the acquisition happened during the quarter. Only a fraction ofthat was reflected into the third quarter.

Okay.

The business has an annual run rate of $12 million to $14million.

Thank you. Greg, my final question.

Your interest incomeseemed rather low in the quarter, given that you have more than $100 million incash. What is the rate you're earning on that cash?

Today the rates we're earning on that are very low, andthat's part of this dividend strategy. Because a big, a significant portion ofthat cash today is in Japan and other locations in Asia.

So the rates areprobably less than 2% on average. As we go through this, the dividend transaction that Idiscussed in the transcript will move that cash from Japan to the UnitedStates, and so we should make better returns on it here, to the extent we don'tuse it for other purposes.

Okay. Thank you.

Hi, guys. This is actually Brian Lee calling in for Tim.Just had a few things.

First off, what is driving the revenue guide inDecember? Because I guess I would have thought it would be better, based onseasonality and wafer start trends.

Maybe if you can elaborate on that. Is itall on the CapEx side of the business?

If we do a quick math for quarter four, we have 60% of ourbusiness that was growing 1% this quarter. I do expect some growth in thecoming quarter, because there is no reason not to see that.

We particularmargin FOSB filters are well accepted. But, if 40% of your capital business and it was decreasingby 5% this last quarter, if it continues to drop a little bit in the same 5%,6% in the coming quarter, you do the math and you are just flat.

So, whether we get more of an impact coming from the capitalequipment over as went 5% in the coming quarter, it's possible. This is thereason why we have this discount guidance.

It's a blend of, I would say,slightly positive growth on the consumable side, and prepared for some possiblenegative growth on the equipment side.

Okay. That's helpful.

And then, if I look at the midpoint ofyour guidance for December, it looks like your 2007 revenues will be down about9%, 10%, and that's in what's been a relatively decent unit year and up CapExyear. So, could you talk about what gives you the confidence thatyou guys can grow meaningfully in '08 in what looks to be a relatively downCapEx year and, let's just say, flattish unit start year?

I think this is the good story of this company. We are veryhappy today to have a blend of the 60, 40 ratio, because nobody knows about2008 in terms of solid upturn or whatever.

In fact, we used to talk about solidupturn six months ago, and nobody knows what's going on to happen in 2008. So the good news for us, 60% capacity utilization willincrease during the course of the year in 2008.

Market share will be taken inareas where we took some time to take market share in the FOSB business. Imean, we launched some products for situation area in August, they are notreally impacting climatically, all right but they will impact in 2008.

The PVAbrushes, a couple of customers qualify. More customers will be qualified in 2008 will impact againbecause we have revenue.

So our business model today, I mean it's not a totalinsurance, but it's a good insurance that will behave nicely in 2008.

And I would say it is really on top of that, I can't thinkof a lot of companies that have better exposure to 65 and 45 nanometer trendsgoing forward. I don't need to tell you, because you know very well, thatsomething like 8% or less of all wafer starts now are 45 nanometers that numberin 2010 is going to be above 50%.

So, between now and then, there's going to be a migration,that migration is very good news for us. It's good news in a number of fronts,but particularly our consumable products in terms of Liquid Microcontaminationcontrol, and Gas Microcontamination control, GMC as well.

And we're going toride that wave.

Okay, great. And then, maybe just one last thing from me, Ithink, Gideon, you said that you guys were seeing traction on the 300 mm in awafer shipment market.

And, that's obviously been a big push for you guys here.Can you elaborate a bit more on exactly where you are with this product, andhow good the customer uptake has been thus far?

Yes, I certainly can do that. The market growers, wafergrowers, is a very conservative market.

I mean you could take the first threesuppliers; you have 80% of supply. So it's a very fundamental decision thatthose growers are taking when they are adopting a new shipper.

So, we are starting slow, we have qualifying activitiesright now with a key suppliers, the first two, and also some programs. And whenthose customers will start kicking in, and we're also commenting the IDMs,because we are on a whistling end, you need to have a willing IDM ready toaccept your shippers with their wafers, and this is happening right now.

So my goal of being at 30% market share by 2010 is stillvery valid, only a couple of percent this year, in the mid-teen next year, andin the 15% in 2009, in order to reach this 30% in 2010.

So you guys actually had some revenues in the Septemberquarter?

Yes.

Yes. We had revenues -- yes, and we're on our plan, and Iwould say, you won't see that come to fruition really…

We have several significant percent of…

Correct.

Market share, we’ve only a starting point. In 2008 thisshould be much more significant.

Okay. Thanks a lot guys.

Good morning guys. Thanks for taking my question.

I actuallywanted to know at Semicon West you introduced the Clarilite product. I wonderedif you could give us an update on how that's going, and how many customersmaybe are looking at it, and whether or not that sales cycle or getting them alearning curve is taking longer, or they're getting it faster than you thought.

Clarilite is firstly what I call one of the baby products,synergistic products, between the two companies, Entegris and Mykrolis. I meanyou have fundamentally box and a filter playing to the credit application for45 nanometer, Reticle haze on, Reticle obviously, and haze on wafers orapplications that we’ll see and what we are seeing today at key IDM repeatedly,so this is happening.

In terms of contribution to our result, it's I mean yettoday less than a couple of million dollars. This is steady.

What we have seenin quarter three in terms of revenue is larger than we had seen in quarter two.So this is growing. We certainly have some competition, and customers are alsolooking at alternative solutions.

We used nitrogen gasses XCDA, which iseXtreme Clean Dry Air, because these are alternating investments so, we alwayscopy this trend, but clearly, at the key IDMs in America, in Taiwan andelsewhere, we are well-positioned to a solution right now, and this will be alarger contributor again in 2008.

Okay. And then just lastly, Greg, it sounds like themanufacturing transfers are going to be completed, at least in what's currentlyplanned, by the middle of 2008, is that a fair assumption?

And is targetoperating model intact, post that, maybe, what does that look like?

I would say the target operating model is intact post that,and I think your assumption is correct Colin. The moves are well underway, andI would hope that by the middle of next year we'd be in a position where allfour of the products are actively being produced and shipped from Kulim.

Okay. Thank you.

Hi, yes, thanks for taking my question. Actually amulti-part question on the Japanese transaction issue, Greg, could you identifythe income and balance sheet accounts that this will affect?

Number two is thisgoing to be done by the end of the fourth quarter? And number three is there any effect on cash taxes as aresult of this?

Thanks.

Okay. First, with regard to what accounts would impact, onthe balance sheet it will impact -- we will have $30 million, approximately $30million in additional debt from our Japan -- within our Japan legal entity.

So,if we don't pay down the small amount of debt we have today in the UnitedStates, you'll see some incremental debt and, obviously, some incremental cash. On the income statement it will have about a $10 millionpositive impact on the taxes for the quarter.

So, our guidance is based on sortof a normalized tax rate of somewhere in the 30% range. But our actual -- inthe fourth quarter, we'll actually post on our published financials is we'llshow negative taxes somewhere probably in the $5 million to $7 million range.

And that is a positive cash impact as well, although I wouldnote that today we're not paying -- I mean we still have an NOL, and we're notpaying -- we haven't paid cash taxes this year, and probably won't for a goodportion of next year.

Okay, great. Thank you.

Thank you very much for your questions and your time. Welook forward to speaking with you in the future.