Good morning, my name is Carmen and I'll be your conferenceoperator today. At this time, I would like to welcome everyone to theCullen/Frost Bankers' Third Quarter Earnings Conference Call. All lines havebeen placed on mute to prevent any background noise. After the speakers'remarks, there will be a question-and-answer session. (Operator Instructions). I would now like to turn the call over to Greg Parker,Executive Vice President, and Director of Investor Relations. Please go ahead,sir.

Thank you. This morning's conference call will be led byDick Evans, Chairman and CEO, and Phil Green, Group Executive Vice Presidentand CFO. Before I turn the call over to Dick and Phil, I need to takea moment to address the Safe Harbor provisions. Someof the remarks made today will constitute forward-looking statements as definedin the Private Securities Litigation Reform Act of 1995, as amended. We intendsuch statements to be covered by the Safe Harbor provisions forforward-looking statements contained in the Private Securities LitigationReform Act of 1995, as amended. Please see the last page of the text in this morning'searnings release for additional information about the risk factors associatedwith these forward-looking statements. If needed, a copy of the release isavailable at our website or by calling the Investor Relations department atarea code 210-220-5632. At this time, I'll turn the call over to Dick.

Thank you, Greg. I'm pleased to report or give results forthe third quarter of 2007, of $56.5 million or a 13% increase over last year.On a per share basis, it’s $0.95 per diluted common share, up 8%. Return onassets of 17.2%, return on equity 16.44%. This quarter showed solid increase in non-interest income,including good growth in trust income and service charges on deposits. Loancommitments continue to grow quarter-to-quarter, while actual loans outstandingare flat. It was also positive to see non-accrual loans down $24million, from $45 million last quarter to $21 million this quarter. The twostudent housing projects we have discussed with you were sold at auction,resulting in a $6.3 million shortfall from the sale. A specific reserve in theallowance covered $3.8 million, and $2.5 million was included in the $5.8million third quarter provision. We opened two new financial centers, one in Austin,and our first location in Brownsville andrelocated our Alamo branch into a new building, which will serve as ourheadquarters for the Rio Grande Valley. We now serve allthe major markets in the valley. As always, I appreciate the hard work of our outstandingstaff who continues to meet the challenges of this competitive environment in Texas. As a reminder,comparisons of the third quarter '07 versus '06 are impacted by the December 6acquisition of Summit bank shares. As such, let's take a closer look at the link quarteractivity from June '07 to September '07. Our loans at period-end were up $49million. Looking at the total portfolio mix in September, we had 46% of ourloans in CNA, 38% in commercial real estate, of which 60% were owner-occupied, and16% in consumer, consistent with the past quarters this year. You will recall that we did exit the residential mortgagebusiness over 5 years ago. However, we are watching home builders and relatedland loans closely. Home…

Thanks Dick. I want to make a few additional comments aboutour operations: discuss some recent developments for us in the area of balancesheet management, as Dick just mentioned; address our outlook for the remainderof the year; and then open it up for questions. The third quarter did represent another record quarter forour company. Our revenue increased $7.9 million on a link quarter basis, and85% of that represented fee income. At the same time, expenses grew $4.1million, three-quarters of which were represented by the increased provisionswhich Dick just discussed. The largest category of fee income in the second quarter wasfrom other service charges, which increased $3.8 million, $3.7 million of whichrepresented increased investment banking revenue from three separatetransactions which closed during the quarter, the largest of these generated$2.9 million. Every other category of fee income also showed increases. Of the increase in non-interest expenses from the secondquarter, I think the most notable categories are the increase in salaries and thedecrease in benefits expense. Salaries included additional compensation relatedto the performance we had in the investment banking area and also the growth wehad in insurance fees, which were seasonally higher than the third quarter orseasonally higher in the third quarter. Meanwhile, the drop in benefits reflected primarily thelowering of accruals for medical costs, about $1.2 million versus the secondquarter because of a more favorable experience we had, and better experiencethan we anticipated in medical claims. Looking at the net interest margin, we were down by threebasis points from the second quarter, and we estimate that one basis point ofthat came from the 50 basis point drop, that gave us late in the quarter. Andthat another one basis point is reflected by the large temporary depositdecrease that Dick referred to earlier which had moved off the balance sheet,and into the Trust division by…

Thank you, Phil. Now we will open the call up for questions.

(Operator Instructions) Your first question comes from JohnPancari with J.P. Morgan.

Good morning.

Good morning, John.

Hi John.

Regarding the hedge, just give us just a little more detailaround the cost associated with the hedge you put on?

Okay, John. There really isn't any cost in a sense ofnon-interest expense associated with it. I think that the cost just representsthe difference between the fixed position and the floating position. And let'sjust say that interest rates were to stay flat through the seven year periodtime on the hedge, basically the cost would be the difference between the primerate, which in this case is 7.75% today, and the fixed rate we receive, whichis about 7.5% to 7.59%. I believe, what it is, yes. So, it's about 19 basispoints in a flat rate scenario if rates were to stay flat for several years. That’sreally where you pick it up. And of course, the benefit or a negative eventdepends upon which way interest rates move.

Right, okay, thank you. And then just talking a little bitabout the balance sheet trends; he deposit side you had indicated that largerelationships that have moved off balance sheet, had been a temporary impact.Can you just give us more color, if you expect that to come back onto depositsin the fourth quarter?

No, we don’t. It was from the sale of a business that themoney was parked on our balance sheet for a period of time early since June andthen moved to our trust department and in some investments, and that’s where itis.

Okay. And then on the loan side, I was - just wanted to seeif you can give us some additional color on your outlook for loan growth.Obviously under the modest quarter you did talk about the commitments and it’sbeen solid, but still seeing some pay downs. Can you give us some idea of what areyour expectations for the fourth quarter? And then going in to '08 in terms ofsustainable growth rate on the loan side?

Well, I think Phil has given you a good indication ofbringing year-to-date on where we are today. So, we are pleased to continue tosee growth in that regards. Looking back, which is not a perfect science, as Imentioned, substantial part of our pay downs was the result of the sales ofbusinesses. In fact, it represented over $50 million, primarily comingout of our Houston and Dallas markets, where we experienced more companies thatwere selling their companies. We don't expect that in this credit environmentto be at the rapid pace that it was moving in the first six months of thisyear. We feel that our acquisitions that we closed last year areadjusting well. And we did loose some OEMs, which resulted from about $20million decrease in that, as a result of that. And now we feel good about whereour position is, in that regard, and certainly as a result of one of theseacquisitions, it takes a little of time to just absorb one. Not really from thestandpoint of just getting used to not only systems, which happens pretty fast,but our sales culture and obviously they concentrate on holding onto theircustomers. Which I'm very pleased, I think, we've done a good job over there. Particularly with the Summitacquisition, that group of officers have done an outstanding job. And now,after the time has passed, we see that those officers have settled down to oursculpture and our systems. And can be more focused on building the companyrather holding on. So, I think that's a lot of what we've gone through duringthis period of time, and are pleased with really what the results have been,obviously, you don't want to lose any customers or any OEMs those things happenand we are at a good place of those who have moved down and settled well.

Okay. Then last on the credit side, I know you had indicatedthat you expected 20 basis points charge-off level for the full year '07. So,that seems to imply at relatively low level for the fourth quarter, if youcould just confirm that, I guess? And then also just what your outlook isthere, what are you seeing on that front?

I meant to say in the mid-20’s.

Okay.

Somewhere in that range and obviously from that statementand the reason I went through a good discussion of what might be the indirectaffects of the mortgage business. Obviously we are not in that business.Looking at home builders, the numbers for us and for the state continue to lookgood. And I am always cautious about predicting the future andwhat will happen with loan quality. What we said today with over 400% coverageof our non-performers, which I can’t remember being that high. We might havebeen sometime in the 80’s, but some of those memories have lost me, thankgoodness. But we have good coverage, we're using round about 200%. So,the reserves are at 124, is good and digging down at the indications. I feelcomfortable with where we are and that’s the reason I said that I think will bein the mid 20’s of net charge-offs, going forward and to close this year out.

John, you are right, you mean your math is that we’d have tohave much more normalized fourth quarter. We expect that in that estimate.

Okay. Thank you very much.

You're welcome.

Your next question comes from the line of Charlie Ernst withSandler O’Neill Asset Management. Charlie Ernst - Sandler O’Neill Asset Management: How are you guys doing today?

Fine, Charlie.

Fine, Charlie. Charlie Ernst -Sandler O’Neill Asset Management: Good. Just looking at some of the other fee lines inaddition to the other fees and service charges, is there any thing in justother fees in the quarter?

In other fees, on a link quarter basis, one of the thingsthat we've done is, we had some good fees related to customer derivative sales,and sales of securities to customer's fixed incomes, securities to customers,but, one of those line we are actually providing interest rate swaps forcommodity hedging to our customers that had a nice increase. We were up about over $600,000 related to that businessline. We are not taking any direct exposure on that, we are laying of thoserisks by the way up string. And so, we are able to take a spread on that. Sothat was a positive. And also the VISA check card business on a link quarterbasis was strong. It was up about $600,000 as well. Charlie Ernst -Sandler O’Neill Asset Management: Okay. And then on the benefit line, is that any sort of areversal or is that a good run rate?

What it is, is we are trying to get our run rate for thefull year correct, and we have started off estimating what our cost would be.We made a change in the carrier on our insurance coverage for a significantpart of our benefits and what we have seen is because of the discounts theybrought in line, we have been able to get a much lower cost there, Charlie, andso, some of that is an adjustment provider. What has been a little bit too high accrual for those costsas we went through the first half and some of it represents just lower costs,but we hope that we are going to continue to see good performance under thisplan, and we will able to have at least some amount of that adjustment goingforward. Charlie Ernst - Sandler O’Neill Asset Management: Phil, is there any way to quantify that adjustment?

Well, it was $1.2 million in lower cost from the secondquarter. Charlie Ernst - Sandler O’Neill Asset Management: Right.

And I hate to predict the medical cost, but I think it willreach our hope and expectation, as our run rate to be somewhat less in thefirst two quarters. But how much of that is, I hate to say, what it would beright now. Charlie Ernst - Sandler O’Neill Asset Management: Okay, great. And then, can you just say the numbers, theshort-term earning asset position and also the average bond portfolio?

Okay. On the third quarter, say, in the short-term earningasset, that would be up except on sold, what you are looking for there, butaverage $713 million. Did you say investment portfolio? Charlie Ernst -Sandler O’Neill Asset Management: Yeah.

Investment portfolio was $3 billion in line to the averagefor in the third quarter. Charlie Ernst - Sandler O’Neill Asset Management: And is the thought there, as we potentially get rate cuts tomaybe extend out some of that liquidity?

We actually did some of that, but actually you asked theaverage number that I gave you. Charlie Ernst - Sandler O’Neill Asset Management: Yeah.

At the end of the quarter, we did purchase, so that leavesabout $300 million worth of securities, most of those were generally made 30years as full pricing credit, just playing up on mortgage bank securities. Butwe did that, but that was almost on the last day of the quarter. So you reallywon’t see that work through the averages at all. So, in a sense we've donethat, what you are talking about. And then of course the derivative position helps puts andduration on our balance sheet without going into the cash markets. I shouldmention I neglected it to you. I should mention that we did at the same timeeliminate the floor position that we had in place which had a little bit over ayear. I think I had 14 months left to go, at a strike price of 6% if youremember, on prime. And really, what we felt was those assets which we wereusing as the hedge with that floor, were better hedged by that interest ratesswap position. So we eliminated that. Charlie Ernst -Sandler O’Neill Asset Management: And that was about $1 billion royalty, right?

It was a $1.3 billion. Charlie Ernst - Sandler O’Neill Asset Management: $1.3 billion. Okay. Great, thanks a lot, you guys.

(Operator Instructions) Your next question comes from BrentChrist with Fox-Pitt.

Good morning guys.

Good morning.

A couple of questions, first, in terms of the share count,it looks like your end of period of shares declined a little bit. Did you guysbuy back any stock in the quarter, and if so how much?

We did buy back some stock during the quarter. We've gotreference what that was.

And then - maybe, just your kind of thoughts on futurebuyback activity?

We bought back 854,000 shares during the quarter, in thethird quarter. And you said something at the end of that, I am sorry.

Just kind of your thoughts on your additional sharerepurchase going forward?

I think we have a little over 400,000 shares remaining, andit would be at this point, our expectation that we'll continue with thatprogram as we saw opportunity to do so, and unless we saw from specific use ofthat capital in the near term.

Got you. And then in terms of the hedge this quarter, whatis that effectively do to your loan portfolio in terms of the composition offixed versus floating rate loans?

I haven't computed the percentage, but we've talked aboutwhat that has been in the past. And generally, our floating rate loans were tobe in about two-thirds, it might have been down 60% now. And so, you could dothe math, but basically it takes $1.2 billion worth of floating rate loans andeffectively put some in the fixed position and I guess that we may be 50-50,we're closer to that, I guess.

Okay. And then I've two other quick follow-ups. In terms ofthe increase in the short term investments this quarter, was that primarilyrelated to the larger deposit relationship that you had? And would you expectthat to decline, going forward? Now that that deposit is moved out?

Definitely, it had an effect, because that account averagedin excess of $150 million for the quarter. So, that definitely would have aneffect. And it came out near the end of the quarter. So, you are going to seethe average effect next quarter.

Got you. And then lastly, just in terms of your investmentbanking fees, you mentioned they were $3.9 million this quarter, how does thatcompare to the second quarter, and the year ago quarter?

I'm sorry would you repeat that question?

In terms of the investment banking fees that you guysrecorded this quarter, this seems like they are obviously relatively strong,how does that compare to the second quarter and the year ago? I think it was…

We were up really, truly all the growth in the secondquarter. We had fairly light amount of fees in the second quarter, and so, mostof the increase was probably in the investment banking fees the $3.7 million.

Okay. Great thanks a lot.

Your next question comes from the line of Heather Wolf withMerrill Lynch

Hi, good morning.

Good morning.

Good morning Heather.

I noticed that your non-performing loans declined evenexcluding some of those loans that you charged-off this quarter. I waswondering if you can just talk about what may have been rolling-off or what kindsof improvements you are seeing?

It was really very minor and lot’s of it was not large, butsimilar, several smaller credits and you really can’t establish a trend in thatregard. The big affect was the $23 million. Obviously we are pleased thatcontinuing a trend of our problems moving down. I think they are veryconservative low level. Also what it says is what’s typical of our companythrough the years, is that we face problems early, we have been moving creditsout, as I've mentioned in previous quarters. And one of the great advantages of competition is that youcan move the customer down to street for you, easy in this environment. Andwe’ve been pruning our portfolio, so that they don’t get to the non-performinglevel. And we were pleased that we could move these student housing loans out.And we feel comfortable with where we are. Again, I might just comment, the biggest risk going forward,which I feel comfortable with, is in regard to home builders. And we have about150 home builders. We have commitments of $435 million. And we haveout-standings of $171 million, and that ratio of commitment to our-standings istypical for our company. So, I haven't seen anything unusual in that regard. There's not any concentration in any one tier. We don't haveany non-accrual loans and home builders and there are no loans that are 90 dayspass due. Our focus of home building loans, are primarily on the Fort Worth, Houston and San Antonio markets. Looking at inventories there Fort Worthis 6.5 months, Houston6.4 months and San Antonio 6.2 months. And so, I feel good about looking atthat. Our policy is that we not only look at what part we are financing thehome builder, but we look at it globally to understand his total position. Any loans that that might be 12 months on our books aftercompletion of construction, we have on an amortizing basis, there are few ofthose, but they are all paying. And we watch the spec ratio of one-to-one. Andsure, the reason I am talking about it I am so familiar with these numbers is.I think it's an important focus to have in this environment in which we findour selves. But at the end of the day I would tell you that ours won'tbe perfect but at this point, what I am saying to you is we are managing at theearly stages of that before we see challenges. Certainly, you can have somemove through the cracks, but as I indicated of what we expect the fourthquarter to look like in charge-offs, I don’t see any immediate problem andhaven’t had experience of almost 40 years in this business, and lived throughthe 80’s. Sure, inventories extend, but if good, well-built housessell at some point. So all-in-all, I feel that we are managing where the riskmight be the highest, and at this point it looks very reasonable

Okay. That's very helpful. Thank you.

Your final question comes from Andrea Jao with LehmanBrothers

Good morning gentlemen.

Good morning.

Good morning.

On the funding side of your balance sheet, I would want tostart with what borrowed funds were on average this quarter, and if you paiddown the shorter term funding, given your growth in deposits?

Andrea, actually our Fed funds purchased in liability reposewere very consistent. They were $859 million in the previous quarter, $852million in the current quarter.

Okay.

So, we see don’t much change in our short-term funding side.But remember, those are all core relationships, even the Fed funds sold whichis really the smallest, excuse me, the Fed funds purchased, which is really thesmallest piece of that are downstream correspondents. It won't sell directly tous and not through our agent program. Most of that however, represents a sweetproduct that we offer to our treasury management customers, where they go fromdemand of private balances into liability repose that are secured with us. So, I really consider all that really a core a funding aswell. And we've got to move a customer out of it in order to, if you will payit down. So, we typically just take what those are and appreciate the expansionof the relationships. So, we did not pay those down.

Okay, awesome. On the deposit side, could you remind us theseasonality that you typically see in the fourth and first quarters of eachyear, and if you think those historical trends will be the same this timearound?

I would say that the fourth quarter typically is higher fordemand deposits for us. That's really been our seasonal trend. I think it'sbeen most noticeable, and we'll just have to see what we see there. I think ithas at some levels, some relationship to business activity and maybe at somelevel also interest rates movements. So, we'll have to see whether or notwhat’s going on in the economy and interest rates today affects that in anyway.But there is a seasonal factor that typically happened, which is higher demanddeposits in the fourth quarter, and to an extent of the first quarter.

Are you seeing customized migration from low cost to highercost categories?

I think we have been seeing that for some time. Our valuepropositions are better and better on the part of our portfolio deposits, andwe pay rates on. Our high yield rates has been particular good, we've had somespecial CD pricing this quarter, which is a little unusual for us, which raisedsome money for us. So, I would say that we are seeing some migration to highercost categories as a general rule. As far as, are we seeing that from demand deposits into someother category. I don’t think we typically see that, most of our demanddeposits are more transaction-based from customers that are using it to run abusiness, and I don’t think we see a lot of migration from that end into time,for example. I think we see people use those funds really for businessopportunity.

Okay. Were you able to lower some of your deposit pricingthis quarter?

We did. As you recall, we talked about how, when ratesdecline, there are four things we do - we have the ability to do. One is,extend duration with our liquidity, and we talk about how we do that at the endof the quarter to an extent. We talk about how do you have pricing power inyour deposit portfolio, and we in fact, yes, we lowered rates. Not all of whatto say a decline, but a good percentage of what they did, in probably threequarters or so, it depends on the deposit category. And then the other two things is what happens with loangrowth and then what happens deposit service charges, because the earningscredit rates also were going down, and that tends to drive fee income up alittle bit. So, I think that we hit pretty good into the pricing power issue,and you recall in the past, I've talked about where those rates stand relativeto the large bank competition. We were number one on I think most categories,if you did look last quarter. Now, I think we are more - we are probably numbertwo in about two-thirds of those categories, and were at the median in theremainder of them. So, still good pricing, not at the highest level, but that'swhat we really knew we had, with some pricing power. I think what the swapdoes, that we talked about is, is instead of managing our value propositions inresponse to its interest rates, it makes us more neutral, so that we are ableto maintain a more consistent. I hope, more consistent value propositions andlet the swap take care of some of the volatility and instead just work onbuilding on the customer base.

Awesome; now, earlier in the call, you mentioned that younoted business sales during the quarter. Does this translate into you'recapturing the cash into deposits from those sales?

Not in all the cases, certainly the worth of one we talkedabout, in fact, we actually captured that one. But we tried to and certainlybecause of our investment products and our wealth management, where you stillhave entrepreneurs that want to be active and not necessarily go in to a trustrelationship. It gives them an excellent alternative, to move into wealthmanagement and protect their assets that they've been able to capture and putit in investment that doesn’t have as much volatility. But at the same timegives them the ability to move onto something else in life, because many ofthem are not ready to retire, but really want to continue to be active, butprotect part of that asset that they did sell.

Andrea, if you are also talking about, do we get the depositaccounts with the loans relationships yes, most of the cases we would do that.I am sorry I didn't understand.

No, but on the sales of businesses, could you give us anindication of how much that would benefit deposits at least this quarter andnext?

Not really. It's just hard to say and I really think thatthese sales of companies will slow in this environment and not be as rapid asthe first six months.

Your next question comes from Jefferson Harralson with KBW.

Thanks. I want to ask a question about FDI's fee insurance,where do you guys stand with regard to having to be a full payer in to the fundagain, is your earnings credit already completely used up or is that the fourthquarter is a half payment along those lines?

Those as far as where we stand on and we don't like it,where our expectation is that credit should run mid next year.

Okay. So you don't start paying in sort of far untilmidyear, next year. Alright, thank you.

That's our expectation in terms of when you see theexpenses.

Alright, thank you.

I should also correct something with regard to something Imentioned earlier. I said earlier as a response to a question, Visa check cardincome was not up on a linked quarter basis, it was up on a year-over-yearbasis. In addition to the customer derivative income that I mentioned earlier,the linked quarter increased. The other thing would have been less than thecustomer derivative activity. But it would have been a sundry income, whatwould've been some recoveries that we have and just various other miscellaneousitems.

You have no further questions at this time. I would now liketo turn the call back to Dick Evans.

Thank you for your support we stand adjourned.

This does conclude today's conference. You many nowdisconnect.