At thispoint, I would like to turn the call over to our CEO, Joe Mogliawho will be followed by our CFO, Bill Gerber.

Good morning everybody. Thanks verymuch for joining us. I recognize thereare a lot of people that are announcing earnings today in the marketplace. I think so much has gone on over the span ofthe last few months with regards to financial services that I think it isimportant to be able to take a look at least at what we have done and try toput that in context and I recognize that our business is different from otherpeople’s business, but this has not been an easy time in general for financialservices. Despite what has taken place within the market, from our end, we are reallyvery proud of the quarter that we had. Ithink there are three specific reasons for that, the first is, do notunderestimate the time and intensity with which we approach our balancesheet. We are very cognizant of therisks, with what decisions we make there, and we try to be as transparent aspossible that will all continue going forward. Secondly, the markets this quarter have seen some pretty significantvolatility. For us, that has only beenan advantage for our transaction business and we will go over those numbers ina minute; and then finally, we do absolutely believe and we think you are goingto start to see that we are actually starting to achieve some traction in ourasset gathering efforts along the line of our long-term investors as well asthe RAAs. So with that, let me get on to the quarter specifically. If you recall, in December, the midpoint ofour range was around $0.29. We gave youa press release and took the $0.29 to $0.39. We came in at $0.40, that is up 67% from what we were a year ago, and up21% from the September quarter and I only point out that for the Septemberquarter because the September quarter was…

As Joe mentioned, we once again shattered all of our oldearnings record starting off Fiscal 2008 with yet another record quarter. In fact, I would like to point out that ournet income for this quarter is approaching the total revenue for the year thatI started with the firm, which was 1999. The last eight-plus years have been quite remarkable. As you can see on slide nine, we continue to exhibittremendous strength in cash generation with our EBITDA coming in at a record of$404 million or 63% of our net revenues. This is an increase of 39% over the $291 million or 54% of net revenuesin the same quarter last year. Note that over the last four quarters, we have generatedover $1.3 billion in EBITDA. We alsohave a record Return on Equity this quarter, 42%; up from 34% in the Decemberquarter last year. 42% Returns on Equityare excellent results and are a testament to our profitability and to how wellwe are managing our shareholder’s equity. Let us turn now to the actual December results as theycompare to the same quarter last year in slide ten. We are proud of the organic growth we haveachieved over the course of the quarter. Asset-based revenues continue to climb and account for roughly 60% ofour net revenues. As we have saidbefore, these asset-based revenues reinforce the stability of our overallrevenue stream. Our net revenue was a record $642 million up $107 million or20% from last year. Ourtransaction-based revenue of $260 million increased $66 million year-over-year,as our clients continue to engage themselves in the market. We realized the boost in training activity of84,000 trades per day, a 35% increase. Trading activity was 322,000 trades per day or a 5% activity rate versuslast year’s activity rate of 3.8% or 238,000 trades per day. Our average commission rate…

Thank you, the question an answer session will be conductedelectronically. [Operator instructions].We will go first to Prashant Bhatia withCitigroup.

I guess you are reinvesting some money here to grow.  In your view, can you give us a feel for whatthe two or three areas are that you could really invest that would drive afairly big improvement in client experience? What gives you the biggest kind of bank for the buck there, and is itpotentially a relationship for certain customers a part of that spend?

The relationship for certain customers is a part of thatspend, and I think if you want to look at it more from a holistic perspectiverelative to what we were doing prior.  Atthe end of the day, clients come to us because they expect a certain level ofservice from us.  There is a commitmentassociated with our brand. So our ability to be able to do certain things forthem, they are kind of automatic I think in financial services.  Being able to provide simple wire transfers,to be able to provide simple accuracy, and more sophistication with regards toa statement, I mean, a better understanding in terms of what your actualinvestment performance return is, because we are emphasizing asset gatheringmore, we are seeing more business in the mutual fund arena. So what we are trying to do now is spend more time makingsure that our operations and our technology a) can provide greater overallscale, as well as greater overall productivity to provide greater, moreefficient service to our client.  Wethink that at the end of the day, it genuinely enhances the clientexperience.  If you then couple that withwhat we are trying to do on the front end with greater functionality across thelong-term investment, the RIA as well as the Active Trader and link that towhat we are trying to do throughout the sales organization. We think that becomesa pretty powerful brand commitment, so to speak, and experience that ourclients will achieve. So, as you know, Prashant, we talk in terms of not just thegrowth we bring in, but when the clients come in the door, making sure that,that experience is the type of experience that they are hoping to have and thensurprise them on the upside.  We thinkthat would provide them with impetuous to bring greater share of their wallet. So that is sort of the approach on that and that is sort ofthe way we have been looking at it.

Okay, and then, you brought in about $7 billion in net newmoney by buyout of E-Trade which is a pretty strong number; can you give us afeel for what some of the drivers were there, was it existing, was it new?Anything that you could kind of give us a little bit more detail on there?

We do not break those specific numbers out, but you shouldassume it was part of both.  And when wetalked about some of the things that we have done in the past, you know that wehave grown our sales force.  We have saidagain and again, if you are going to be an asset gatherer, we have to be ableto provide a greater sales effort and that sales effort is not, “Hey, I havegot something to sell you.”  It is aneducational oriented one.  So, I couldkid at some time about that adage, but you give somebody a fish.  You feed him for a day, you teach him how tofish.  You feed him for a lifetime.  Everything we do deals more along the linesof, if we can better educate our client base, they a) will become moreindependent; b) they will be able to make, we believe, better decisions, and wewill do whatever we can from our end to be able to help them do that. So if they want to make those decisions totally on theirown, they can.  If they need somevalidation, they can have that, and if they want somebody to actually managetheir money for them, we can refer that as well. So that is basically what we are trying to do there.

Okay, and then, just finally, so far in January, the assetintake from E-Trade, is that still running at elevated levels versus historicaltrends and can you share any TFA data there versus history.

I think, again, for you to have clarity, I think it isappropriate for me to share that, we are not going to give specific numbers,but the numbers that we continue to see with regards to inflow from them issignificantly higher than anything we have ever seen historically.

Okay, great. Thanks!  That is very helpful.

We will go next to Richard Repetto with Sandler O’Neill. Richard Repetto –Sandler O’Neill & Partners: I have got some questions for Bill actually.  If I had to summarize Joe’s comments aboutthe outlook going forward.  It would beto say that we are just keeping it the same because we really do not know whatthings are going to look like, would that be correct?

I think that is very fair. Richard Repetto –Sandler O’Neill & Partners: Okay, I looked at this outlook statement and you have takenthat nickel of investment spending. So if every penny is $10 million, you wouldexpect expenses to be up $50 million; but if I look at this outlook statement,it is telling me that the expenses are going to be up for the next threequarters, more like $88 million or close to $90 million.

Yes, the other part of that of Fiserv. Richard Repetto –Sandler O’Neill & Partners: Okay, and then well that answers the question.  So in the revenue side, that is up $37million as well from your prior guidance.

Also Fiserv. Richard Repetto –Sandler O’Neill & Partners: So you are basically making Fiserv as break even?

Correct. Richard Repetto –Sandler O’Neill & Partners: You hit the fast ball! Next question, the debt repayment. Prior you had modeled some debt being paid down over the last threequarters; it does not show any debt re-pay over the next two quarters, couldyou explain what the change in the outlook here is?

Yes, as I mentioned real briefly in my remarks, we arecurrently evaluating how much cash to keep on the books in this economicenvironment and our debt is at a very attractive after tax rate of 4% and probably,we will go lower if the Fed cuts.  Andso, we are evaluating whether or not to keep more liquidity at the companylevel and look at the other opportunities we have available to us or pay downthe debt. So right now we have not made a decision whichever we are going to goyet.

Rich, do you mind if I interrupt and jump in here? Richard Repetto –Sandler O’Neill & Partners: Not at all.

The one thought to that, at least we are being sensitive ofand we are happy to get your comments on this and we do expect a pullback.  We do not believe there is going to be arecession, but if indeed we go through a difficult period.  I talked about the economy and therefore,correspondingly lagging impact on the market. For us to have a reasonableamount of cash available in a difficult time and in effect keep our power dry,may not be a bad strategic thing at all, at least for a little while because wehave seen historically when the markets go through difficult time periods,assets tend to come up cheap. So that is also in the back of our mind.  Having said all that, we recognize, we havegot a lot of cash on our balance sheet and we want to be sensitive to makingsure that we take the most advantage of that, but those are some of the things thatare going through our heads now and then. Richard Repetto –Sandler O’Neill & Partners: That makes sense.  Thelast question, Bill, back to sales, you said that there would be no impact toEPS at 25 to 50 Basis Point cut, can you give any sensitivity beyond that ifthings get wild and crazy?

For me to say that we have modeled the 25 to 50 and up to75, it would certainly have an impact probably a penny-ish for a year, but itreally is going to depend upon the slope of the curves and then what ourre-investment opportunities are; but we think that it is because we controlhalf the equation on the credit side, and we are do a lot of flexibility here,but it would probably go up a penny-ish. Richard Repetto –Sandler O’Neill & Partners: The Fiserv thing, we did not model Fiserv into the outlook,you did not model it into the outlook the last quarter, is that what you aretelling me?

Right and what we anticipate is because it is supposed toclose here very shortly, it did not make any sense. We tended to ignore it forwhat could be under a week. Richard Repetto –Sandler O’Neill & Partners: Understood, very last question.  What spreads do you want to give the Patriotson winning the Super Bowl Joe? Or what odds?

Thirteen.  Oh, by theway, I do not want to go on record for this. I was actually asked this question in October publicly, what wouldhappen as far as the Super Bowl goes and in October, I said that the Patriotswill run the table.  They will goundefeated.  They will finish 19:0, andthey will win the Super Bowl.  I am notsaying that now, I said that in October and the spread is 13. Richard Repetto –Sandler O’Neill & Partners: A visionary in many ways. Thanks.

We will go next to Howard Chen with Credit Suisse.

Congratulations on the strong quarter.  Joe, we are six months post the announcementof the initial round of the incremental investment spending and how much ofthat initial $100 million have you deployed and have you seen any break even orpay back for that initial round of the investment there?

All of it has been deployed and I think based on the numbersthat we just went over this morning, we believe we are starting to see tractionand we do not think that, that was an accident. We think that the $100 million helped contribute to some of the successthat we have seen this quarter and hopefully the type of success that you willsee this year, so we feel pretty good about that.

Okay, and then Bill, I wanted to follow up on a couple ofquestions; one, just with regards to the sensitivity to Fed actions, just apenny-ish for a 75 Basis Point cut, are you in that kind of round numbers?  Are you assuming some steepening of the shortend of the your curves, say like three months to three years?

No, actually, we modeled parallel shifts.

Okay, so if we saw, let us just say, like 50 basis points ofsteepening on the short end of the your curve, 25 Basis Point steepening, youare saying.  Would you think that wouldhave a negative or positive impact overall?

Probably, more of a positive impact.

Okay, and then on the re-investments in TD Bank USAarrangement, are you still primarily invested in Canadian MBS and if so, whatis your current outlook for that portfolio? Do you still see that as a solid place to be right now in thisenvironment?

Yes, and yes.  We arestill primarily invested in Canadian Mortgage Backed Securities.  We still see that as being a great place tohave our investments right now.  Thedollars that are not invested in the Canadian are invested primarily in USagency paper. So we believe very low risk and as I think I have mentioned toyou in the past, I wish I would have taken the currency risk with the Canadianmortgages, but we do not do that.  And sotherefore, we are paid in US dollars, but right now, the portfolio is verystrong.

Yes, the money is very strong here.  With regards to just deposit pricing and onthe commission for trade, Bill, are you seeing any sort of competitive pressurefrom those in the industry that might be much more wounded that you are, onboth the deposit pricing as well as commission for trade?

I do not think we are wounded, so that is okay.

So there are others that are wounded.

No, we are not seeing a significant amount of pricepressure.  There is always price apressure in everything.  Probably less soin commission, of course, but in deposit rates, we continue to try differentoffers as well, and to have a higher yielding offer and see what traction that gets,but right now, I think, I would say the competitive environment really has notchanged dramatically from what it was six months ago.

Okay, and then final question on capital management, knowingthat you have very attractive terms on your current debt, I just want to kindof flip up the question, and what do you think the outlook would be if youwanted to raise additional debt right now in the market to do with strategicposition, do you think you would have the flexibility to do that?

I think if the market place liked the strategic opportunity,I think it is difficult as the environment is now, I think you have got toframe this in the environment that we are currently in. So it would not be aseasy as may be under normal circumstances, but I would think that the marketlike the strategic acquisition that we were looking at it, I think we willcomfortably be able to raise a reasonable amount of more debt.

Right, I guess, with 50% margins, 40% ROEs, I mean, I wouldthink the market understands that your business model generates a lot ofcompassion [ph].

I would think that too, Howard.  We would need to explain that to themarketplace, which is what we did last time. This is what we will do again.

Okay.  Thanks so muchyou guys.

We will go next to Mike Vinciquerra with BMO Capital MarketsCorp.

One question, I do not want to beat this up, Joe, but theE-Trade, the $2.3 billion, I just want to make sure I understand; does thatinclude only assets ACAP added over to you, does that include subsequenttransfers into the same account that opened through the ACAP?

It is only the ACAP that have transferred over to us.

Okay, so those clients brought additional assets to you;subsequent that, that would be included in the other $7 billion or $8 billionin net new assets?

Quite possible.

Okay, and question for you Bill then, looking at the moneymarket deposit account, the average fee rate looks like it jumped 50 basispoints net yield to you guys during the quarter, what is the dynamic there?

Say that again, Mike; I am not sure I followed that.

On the page you have selected operating data, you show yourmoney market deposit account fees, the average balance is about flatquarter-over-quarter, but the average annualized yield went to 3.5% to 4.0% andthat actually drove that number higher than we could model, what was the driverof that 50 Basis Point improvement?

It was the lowering of the rate paid to the client which wasthe main driver of that.

And it reflects the fact that you guys have extended allpart of your portfolio and so it is locked in it, of longer term money?

That is right. Exactly.

And then just one question, when you were going through yourcapital management, you mentioned CapEx and other at $49 million, typicallyCapEx is much, much lower; can you provide any detail on that line?

Certainly, as part of the investments or growth and otherthings, we are spending some of that money in the CapEx.  We continue to go through and renovatebranches etcetera. So it is a combination of those things.  I think that is a little bit high, probably alittle higher than what we normally run, and of course the other part in therewould just be kind of paying down accounts payable and just no use cash. So ifit becomes real material and certainly we will split it out for you, but I donot have it right at the tip of my fingers here.

Can you kind of book-in the CapEx spend, maybe just a widerange, just give us a sense of where it might be as we look at cash flowprojection.

I think it is probably, I would say on the high side, itwould be $25 million a quarter.

Okay, alright, very good. Thank you, guys.

We will go next to Brian Bedell with Merrill Lynch. Brian Bedell –Merrill Lynch: If we talk about client organic growth, do I understand thiscorrectly, if we do the math on the $2.3 billion and that is 25% of net newclient assets, we are looking at about 12% organic growth rate annualized withclient assets?

That is right! Brian Bedell –Merrill Lynch: Okay, and do you feel that in the current market environmentboth with E-Trade and your expanded asset gathering capabilities perhaps and toemphasize the additional expenses you have invested that this 12% is relativelysustainable in the near term?

Well, the answer is we do not know.  We think so. We would like to believe that.  Atthe beginning of the year, we looked out at our ability to be able to take outrevenue earning assets and our target was 16%. So far, we are at track with regards to the 16%.  That is an aggressive number, but we feelgood with what we have seen so far.  Wecontinue to reinvest back in the business and we will see, and as part of thereason why with regards to the assets earnings part of the picture when we lookat guidance, that we were not at the point now where we wanted to change that.We were all directed to increase it or what have you, so we will give morecolor on that, Brian, as time goes on, but we feel good about our progress sofar. Brian Bedell –Merrill Lynch: Okay, great and then, just doing the math on the sensitivityto the charts, if we replicate the fourth quarter, the December quarter andthis March quarter, the way I calculate that is about a nickel upside to yourFirst quarter EPS from the mid-range guidance, does that sound about right?

Sounds about right. Brian Bedell –Merrill Lynch: Okay, and then would you spend some of that or would you letthat fall to the bottom line?

We would evaluate that then. Brian Bedell –Merrill Lynch: Okay, and then just going back to the question on the moneymarkets funds, it has made your 350-400 basis points came from lowering yourdeposit cost. If the Fed was going to continue to cut wouldn’t that dynamicsomewhat stay in place in the near term?

It just depends because we have different tiers and there isonly so much you can cut.  You cannot gobelow zero, and so it depends upon the tiers that it affects and so thereusually is a little bit of slippage when you get down to these lower rates, itgets repressed a little bit. Brian Bedell –Merrill Lynch: We are still at relatively decent rates, we are not near thefloor as just yet. So I would think that as the Fed is aggressively cuttinghere over the next few months potentially there would at least be some moreliability sensitivity to your balance sheet and you would get a near termexpansion on that.

And again according to our models and when you look at thetiers, it is very important to look at that tier structure and that is reallythe control or element that we have and there are certain amounts and forcompetitive reasons etcetera, etcetera that we would look at how much can wecut, but all in a 25 or 50 Basis Point cut, we think is nominal. Brian Bedell –Merrill Lynch: So do you think you, sort of, over cut during the fourthquarter and then there will be some, sort of, catch up in the First quarter? Inother words, maybe you cut more relative to the Fed cut than you normally wouldhave in the fourth quarter for whatever reason and then in this quarter, youmay not use your deposit rate as much?

No I think, when the rates went down in the fourth quarterwe looked across the board and cut it but certain tiers within our MMDAstructure, we pay a very low rate and certain tiers are below 50 basis points,below 25 basis points. Brian Bedell –Merrill Lynch: Okay, so you are already hitting the floor then or gettingclose to the floor.  And then, if youcould just talk quickly about the Fiserv acquisition, are you still bringing on$28 billion of client assets, is that correct?

Yes, the numbers are right, the numbers are not $28 billion,and it is supposed to close some time this month and we are waiting forapproval from the FDIC. Brian Bedell –Merrill Lynch: And then, you are modeling that to be neutral to earningsfor the balance of the year, when does that turn accretive, do you think?

Probably 2009. Brian Bedell –Merrill Lynch: Fiscal 2009?

Yes, what we will do on that is subsequent to the closing ofthat deal, we will give you more color on that at that later earning’scall.  So, right now, while we haveincluded it in our numbers because of the timings, it does not make sense togive a whole lot of color on it.  Infact, may be, there is a mistake to actually put the numbers in right nowbefore the close, but we thought it was just wise to do that and we will giveyou greater color around that at the next earning’s call after the close. Brian Bedell –Merrill Lynch: That definitely helps to put it in there.  It gives us a sense of where the revenues andexpenses are going at least. Just one last question if you want to just talk about yourE-Trade strategy both in terms of the acquisition of their clients through yourmarketing campaign and what you are saying, and then may be contrast that withany kind of outlook of whether you would still be interested in acquiringthem.  What would give you a favorable,sort of, scenario for making an acquisition of E-Trade?

Why don’t I just break this data to a number of components,Brian, and if I have missed on something, you can just ask me thatspecifically. One, as far as the E-Trade numbers, I think at least, wehave added on the side to giving you as much information there as we possiblycan.  So, you have greater clarity aroundour numbers. Two, we do not have an E-Trade strategy per se as far as ourbusiness plan goes.  In fact, I thinkthat oftentimes is a mistake in the business when you spend too much timewondering or worrying about what somebody else is doing, while you always needto be aware what it going on in the competitive market. We have got our strategy. The client segmentation strategy, the asset gathered strategy.  We talk about it all the time.  We are totally, absolutely focused on that.We do not need to do a deal to be able to have legitimate sustainable long-termgrowth for our shareholders.  Withregards to the E-Trade situation strategically now, we have said in the pastthat we would always have an interest in their accounts, but this is a very,very complex situation.  There istremendous risk-reward involved and we would like to do something in effectthat works long term for our respective shareholders.  And if it does not, we are not going to worryabout it. So, we still have an interest in doing that.  I just reinforced the fact that it iscomplex.  Away from E-Trade, there hasbeen no change at all with regards to what our strategy is.  If we think there is something that works forourselves and our clients, we will work hard to try to figure it out.  But while all that is going on, our numberone objective is to be able to deliver on our business strategy.

Regarding E-Trade or any other acquisitions, you wereinterested immensely in the brokerage account. Can you just reiterate your view on taking on any credit risk?

Well, I think actions speaks louder than words and you couldhave easily taken on credit risk over the span of the last couple of years onour own balance sheet and I think when we look at those things, I mean the riskreward tradeoff of making a few more dollars with regards to your earnings andpotentially having a credit problem that actually can jeopardize your firm andput it at risk that is not worth doing for us. So we will continue to look on a risk reward basis and bevery, very sensitive to what the benefits might be by extending more on  the curve, taking a little credit risk,etcetera, etcetera.  The bottom line thatyou have got to err on the side of being conservative there and we will betransparent about it as far as you and the marketplace goes.

We will take our next question from Michael Carrier withUBS.

This is a question on the outlook.  I think the current activity rates have beenstrong and the asset growth has been stronger than expected; but obviously,they all share that same uncertain outlook and I think if you look at theoutlook statement and you try to balance, you have to continue to investbecause you are making progress on the asset side and you want to continue toinvest for the long term in that area of the business.  But on the trading side, we could easily seethe moderation. So by two questions, one is, what percentage of yourexpenses can you rein in if you do get in to that environment? Two, if I look at the outlook statement and if I adjust forlike Fiserv, meaning the payment and some of the excess capital that you arekeeping in the broker, you still have like a billion in EBITDA this year, whichwould be somewhere in the range of $50 million and buy that to use it all.  And in the outlook, it looks like maybearound $10 million and obviously that is just more conservative in thisenvironment.  But just your outlook on,can you increase that given the strong cash flow and then again on theexpenses, like what portion can you rein in if you get into that, kind of,sluggish environment?

If I take the difficult environment question first; part ofthe reason why we are leaving the transaction number alone for the rest of thequarter, in effect, if we are 320,000 trades a day and let us say our averagetrades for the rest of the year are in the 260,000 area, you are looking at a60,000 trade push. We could still deliver the numbers that we promisedyou.  So as trades get eroded and theprofitability from those trades gets eroded, we are still comfortable we aregoing to be able to hit our numbers. Now as we start to see that, we manage our businessdynamically.  So therefore, when we talkabout reinvestment back into the business, if the numbers are coming off, weare going to be much tougher on ourselves. And then, if we get to the point where we start to approach, let us say,258,000 trades per day threshold, then we will have to start to look moreaggressively with regards to actually cutting expenses. But we look at that every week and we will do that on adynamic basis.  Just as we might takepart of our profitability and reinvest it back in the business.  If the profitability is dropping off, we willbe doing less reinvestment and if it starts to aggressively drop off, we willstart to cut our cost.  In all cases, westill feel pretty comfortable about the $1.32 that we promised.  That is question number one. Question number two, I mean you are 100% right, we are acash flow generation machine.  We feelgreat about where the EBITDA was.  I didsay that I do not think it is a bad idea and usually we are pretty aggressivewith how we put our cash to use, but I think, with the environment that we arein right now; it is not that we are trying to save for a rainy day.  In a tough environment, there maybe anincredible opportunity that maybe a phenomenal use of our cash relative towhere we are today, down the road.  We dobuy our stock back everyday; we have got our revenues that work on themarketplace.  We are more aggressive, thestock price is lower, but we are buying back everyday and with regards to thedebt, we will not hesitate to pay down the debt, we just think on after taxbasis that it is cheap, and there may be an opportunity out there we do notnecessarily want to lose. Remember though, this is dynamic; we do not lock this in andforget about it.  These are things thatwe look at all the time as a finance and a management team and it is a regulardiscussion as far as the Board goes.  SoI think you make a great point.  We aresensitive to that, but that is the reason why we are looking at it the way weare looking at it.

At this time, we have no further questions.  I would like to turn the call back over toMr. Joe Moglia for any additional or closing remarks.

Once again, I recognize there is a lot of stuff going on atfinancial services today and they recognize you all have many responsibilitiesaway from what you might have as far as TD Ameritrade goes.  I thank you for joining us today.  And I really am proud of the quarter we havehad, especially in light of everything that has taken place in themarketplace.  So thank you very, verymuch for joining us and we look forward to talking to you and seeing you at ourAnnual Shareholder’s meeting in February.

Once again that does conclude today’s call.  We do appreciate your participation.  You may disconnect at this time.