Good day, everyone, and welcome to the Clean Energy Fuelsthird quarter earnings conference call. Please be aware that today's call isbeing recorded. And now, for introductions and opening remarks, I'd like toturn the call over to Ms. Ina McGuinness. Please go ahead.

Thank you Roby. Earlier this afternoon, Clean Energyreleased financial results for the third quarter ended September 30, 2007. Ifyou've not received the press release, it is available on the InvestorRelations section of the Company's website at www.cleanenergyfuels.com. Thiscall is being webcast and a replay will be available on the Company's website for30 days. Before we begin, we would like to remind you that except forthe factual statements made herein, the information contained in this newsrelease and conference call consists of forward-looking statements that involverisks and uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism and satisfactionwith current prospects, as well as words such as believe, intends, expects,plans, anticipates and variations thereof, identify forward-looking statements,but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not a guarantee ofperformance, and the Company's actual results could differ materially fromthose contained in such statements. Several factors that could cause or contribute to suchdifferences are described in detail in the Risk Factors section of CleanEnergy's IPO prospectus filed with the SEC on May 25, 2007 and its June 30,2007 10-Q filed with the SEC on August 14, 2007. These forward looking statements speak only as of the dateof this release, and the Company undertakes no obligation to publicly updateany forward-looking statements to reflect new information, events orcircumstances after the date of this release. Participating on today's call from the Company are Presidentand Chief Executive Officer, Andrew Littlefair, and Chief Financial Officer,Rick Wheeler. And with that, I'd like to turn the call over to AndrewLittlefair.

Thank you, Ina, and good afternoon, everyone. We're pleasedto have you join us for our second quarterly conference call since becoming apublic company. During this most recent quarter we have continued to expandthe use of natural gas in vehicle fleets and grow our business. You know, in my17 years in this industry, I have never seen a more favorable climate forsupporting the increased use of natural gas as a fleet vehicle fuel. With today's high oil prices, high diesel fuel prices, thenation's focus on reducing imported oil, the global concerns about reducingcarbon emissions, and the many state and federal initiatives in the works, thisis a very good time to be in our business. For the quarter, our revenues rose 31% to $29.2 million andwe narrowed our loss per share to $0.03 per share during the period, which isdown from $1.72 per share in the same period last year. If you take out our non-cash employee stock optioncompensation charges, we broke even for the quarter. And, of course, you knowthat we had derivative losses in the prior-year's period due to our priorhedging practices and that we've moved away from doing that. Our volume of LNG and CNG rose 10% quarter-over-quarter androse 14% year-to-date. And it is important to recognize that our adjustedmargin rose to $9.3 million, which calculates to about $0.47 per gallon. AndRick will review this in more detail later in the call. This quarter we achieved a number of milestones. Recently,the ports of L.A. and Long Beach and the South Coast Air Quality Management Districtawarded $27 million to 10 trucking fleets. These funds will be used to purchase 158 LNG port trucks,which are expected to consume up to 3 million LNG gallons per year. And thesetrucks will begin hitting the streets in a month or so and we anticipate…

Thanks, Andrew, and hello, everyone. Our revenues increased,as Andrew said, 31% quarter-to-quarter to $29.2 million in the third quarter of2007. Year-to-date, our revenues totaled $88 million, which is up from $64.8million for the nine months ended September 30, 2006. One thing to remember, however, is our revenues are closelycorrelated to the price of natural gas because a significant portion of ourfuel contracts are structured on an index plus margin basis. Because of thisphenomenon, we also focus on our adjusted margins when assessing our financialresults. Our adjusted margin was $9.3 million for the third quarterof 2007, which compares with $4.4 million for the same quarter last year.Adjusted margin for the nine-month period ended September 30, 2007 was $26.2 million,which is up from $12.9 million in the corresponding nine-month period lastyear. For a complete description of our calculation of adjustedmargin, please see our press release that we filed earlier today and which isalso available on our website. Our net loss for the third quarter of 2007 was $1.5 million,or $0.03 per share, which compares to a net loss of $58.8 million or $1.72 pershare in the third quarter of 2006. Last year's financial results includederivative losses from our prior hedging practices that we no longer engage in.Our net loss for the nine-month period ended September 30, 2007 was $6 millionor $0.15 per share, which compares to a net loss of $62.9 million or $2.04 pershare last year. If you were to add back our employee-related stock-basedcompensation charges net of their related income tax benefits to our GAAP netloss amounts, in the third quarter of 2007, we would have broken even and wewould have lost $1.72 per share in the third quarter of 2006. Non-GAAP loss per share for the nine-month period endedSeptember 30, 2007 would have been $0.02 without the stock option charges, andour loss per share in the nine-month period ended September 30, 2006 would havebeen $2.04. As Andrew also mentioned, our volumes increased to 20million gallons in the third quarter of 2007, which is up from the 18.2 milliongallons we delivered in the third quarter of 2006. For the first nine months of2007, we delivered 57.1 million gallons of fuel to our customers, whichcompares to 50.7 million gallons we delivered in the same period last year. Lastly, let me just emphasize that our core business atClean Energy is selling CNG and LNG as a vehicles fuel to fleet operators. Theancillary services we provide to our customers, such as building fuelingstations and financing vehicle purchases, are done with the view of providing aturnkey solution to our customers in an effort to simplify and aid theirconversion to a natural gas fueling solution. These additional services are provided to our customers inan attempt to ultimately drive our base business of selling fuel. As such, atour core, we are a natural gas fuel provider who provides other services in aneffort to increase its fuel sales. Now with that, I'd like to open the call to questions.Operator?

(Operator Instructions) We will go first to Rupert Mererwith National Bank Financial.

Good afternoon, gentlemen. Very well, can you give us alittle more color on your first station in Lima? Can you tell us what it mightlook like on the income statement over the next few quarters? And what the volume potential is for that station? Iunderstand you can't tell us exactly what the revenue will look like, but ifyou could give us an idea on how we will account for it on the incomestatement.

Well, let me just talk about what's going on down there alittle bit, Rupert. We've been monitoring it closely. That station is justabout finished. We are just waiting for the local gas utility to finish some oftheir local pipeline work, which should be done any time. It's going to be one of the largest stations; I think it'sprobably the largest station in the world it will have 24 hoses. It's beingdesigned that way, Rupert, because there’s Lima is converting a couple ofthousand vehicles a month right now and there's lines up to two hours at someof these smaller natural gas fueling stations. So we are very excited about that. We also have designed it with a significant space anddispensing operation for transit fleets because Lima is really pushing to dotheir buses. And if these pans out like we think very large volume at thatstation. Without getting too pinning things down too much on it, someof the largest stations down there are doing something on the order of 3,000and 4,000 gallons a day, 5,000. I think this should end up doing triple. And Rick may want to touch on the other part of yourquestion.

Rupert, actually, the economics are very attractive downthere. The Peruvian government has kind of set a tariff for natural gas pricesto be used in natural gas vehicle applications. And we're hopeful that we willactually do better than our $0.47 per our adjusted margin of $0.47 per gallonon those gallons. So, we're hoping it's very lucrative for us.

Fantastic. And there are plans for adding more stations atthis point? Or you're just in a holding pattern until the first station gets in…?

Well, I think it was prudent for us to get the first one upand get it operating and we're there. But we've hired the JV's hired a GeneralManager. We've already cited out two other locations. We've been meeting with some of the other station operatorsdown there as well with an eye of maybe taking over some of that. So, the plan was to get this one up and operating and feelcomfortable. But we've been doing the groundwork to expand. I mean, after all,we don't want to have just one station in Lima, Peru. So, we will end up, if things go the way we think, we'll endup with several stations there in '08.

Oh, great news. We look forward to that announcement. I'lljump back in the queue now. Thanks, guys.

Okay. Thank you Rupert.

(Operator Instructions) And we’ll go next to Pearce Hammondwith Simmons and Company. Pearce Hammond - Simmons & Company: Yes. So good afternoon gentlemen.

Pearce, how are you doing.

Good afternoon. Pearce Hammond - Simmons & Company: Fine, thank you. You sound very confident as you look at theoutlook for the company and no doubt because of the spread between crude andnatural gas. As you peer into 2008, do you think that we could see adecent acceleration on the volume ramp, sort of year-over-year? I'm not tryingto pin you down on your '08 guidance, but if you can give us a sense of some ofthese customers on the refuse side, or wherever, how they may be coming tofruition from a timing?

Sure, let me speak about volume. Because you know we'vetraditionally, the volume of this quarter is probably just a little bit lowerthan what we traditionally see. And, of course, we believe the volume goingforward should be at a minimum, our historical volume around 20-some oddpercent, but it should accelerate from there. But, let me just talk a little bit about volume, because theway I see the volumes right now in today's report, it's sort of good news andslow news. And the good news is, everything that we look at and we increasedour sales staff this year, in the last half of this year, by 35%. So we got more guys, more men and women out on the streetsthan we ever had. And we have more, literally hundreds of deals that are sortof in various in progress. However, if there's kind of the slow news in this last bit,it was that a couple of the very large projects that we had, the port of L.A.and a couple of others that I'm not going to be specific on right now I havejust slipped a bit. And so I think, when those pop back in, you're going to seeus back to our historical numbers. And I think in '08 it appears, withoutgetting specific on a number, you'll see the numbers come up above historic. Because I really do see a the microenvironmental for ourdeal has never been better, as I said on the outset of this call and so, therefuse market, we're literally the four guys before companies from Vermont tothe northwest to the southeast. And it is because of the economics today arereally beginning to make sense to people. Pearce Hammond - Simmons & Company:

Sure. The EPACT, it's a little murky there in D.C. right nowand I think most of you on the call know that we opened a just to formalize ourD.C. operation, we opened a federal office there to coordinate our governmentaffairs people there and I'm very pleased with that because it will help us,because we have such a good story to tell up there. But on EPACT that the EPACT and various pieces of the energybill on the Senate side, it was they had thought about extending it for acouple years not so on the House side. I think in fact, the papers are loadedwith stuff talking about it today; the Wall Street Journal is and I think theHouse is going to kind of muddle through on an energy bill and I'm not sure itis going to contain a EPACT extension. On the other hand, the farm bill on the Senate side rightnow does have an extension of the EPACT for about 14 months, I believe and farmbills have this way of getting passed and so, watch for the farm bill, but Iguess, Pearce, the way I look at EPACT is we're in there lockstep with ourethanol friends and bio-diesel crowd and the truth is that some of thosealternative fuel providers, they really need the EPACT. Obviously, we like the EPACT, it's good for us, it's goodfor our customers, but our economic model isn't solely based on it and that'sreally not the case with some of the others so, that's my way of saying Ibelieve the EPACT will get extended and when it gets extended for the others,it will get extended for us too. Pearce Hammond - Simmons & Company: Great. Thank you much. I'll get back in queue.

Thank you.

(Operator Instructions) Next we’ll take a follow-up fromRupert Merer with National Bank Financial.

Well, again, the SG&A expenses were up last quarter fromtwo quarters ago. Is this the run rate that we can expect going forward at thispoint? About $9.5 million, I think?

That's a good question. Obviously it is up, but we look atthat and we kind of manage that as best we can obviously, with the stock-basedcompensation charges in there, that's a number that's subject to fluctuation.We basically know how much it is going to be for our existing options, but tothe extent that we grant more options as we hire additional people, obviouslythere'd be more charges coming. The other wild card in there is Sarbanes-Oxley, which wehave to be compliant with at the end of next year. That's obviously going tocost us some money to make that happen. I'm not sure what that's going to be,but it will be expensive.

So it could be a little lumpy?

Some kind of one-time reserves and charges in there that Ithink will not be showing up in the coming years. The other thing that's kindof a wild card is how much money we spend in the legislative world as we tryand make sure legislation gets passed appropriately and natural gas getsincluded appropriately in various legislative issues that are out there. So, the long and the short of it is, I think the thirdquarter number, this quarter is probably a little heavy if you were to analyzeit or annualize it and if you were to take the three-quarter number andannualize that will probably end up in the middle somewhere next year would bemy best guess.

Okay, great. And then one other, can you give us an updateon your outstanding liability for fixed-price contracts and what the change wasin that liability over the quarter?

Sure. The nice thing is it went down significantly, there'stwo things going on there A, as every quarter drops off, obviously I'vedelivered my volumes under those contracts and the pure volume subject to thosecontracts is going down. The other thing that's really helping us is that theprice of natural gas is dropping significantly or has recently, to the pointwhere in the Rocky Mountain region, where we pull a lot of our gas for the lotof our LNG contracts that are in this fixed-price bucket, we were paying, Ithink, $1.80 one month during the quarter. So that's obviously very helpful. I think a number is, the tail on those fixed-price contractsat 9/30 '07 was between $5 million and $6.2 million. So, the nice thing aboutthat too is please keep in mind, if that all runs out at the end '08, thebiggest component of that is the contract we have for an LNG delivery to aMunicipal Transit customer in Phoenix that expires in June of '08 and there'stwo other big ones that really drive that number that expire in December of'08. So, the nice thing is by the end of next year, that well have essentiallyrun its course and we will be done with that. So, we're hopeful that gas costs stay where they are andwe'll basically be out of that world pretty soon.

Great. Thanks very much.

Thank you, next we take a follow-up from Pearce Hammond,with Simmons and Company. Pearce Hammond - Simmons & Company: And Rick, on the modeling question, how should we thinkabout the tax expense moving forward?

Tax expense is a little odd this year, because we're in theAMT world. And you'll see in our quarterly number that we have a charge thisquarter when we actually have pre-tax losses. The reason for that is the AMTsituation we're in relative to the change and how we're accounting for ourhedge contracts from a historical perspective that were related to future'scontracts, related to future periods. Now the nice thing is, is that tax credit in the AMT worldwill create a tax carry forward that we will be able to use in the future. Butbecause we're fully reserved on a valuation allowance right now, we couldn'tallow for that. So that is why it is showing up as an expense in our P&Lthis quarter. The long and short of it this period this year is a littleodd because we're in this AMT world. Going forward, we have that NOL, whichwill essentially offset I think we have about $49 million to carry forward intofuture periods. So, we in theory shouldn't have be paying taxes going forwardfor several years. And the one thing that's going to complicate that is ourbusiness model unfolds and as we start making money, that valuation allowancewe have on there is going to start coming off. So we in theory should have somepretty significant benefits in our income tax line in the coming years. So the long and short of it, it is going to be complicatedand there's a lot of different variables and factors in there that we'll justhave to kind of help you decipher through. But the important thing is we have a$49 million NOL that will keep us from paying cash taxes for a long time intothe future. Pearce Hammond - Simmons & Company: Okay, great. Thank you. And then, Andrew, the stats youthrew out, I thought was pretty intriguing that six months ago when you weredoing the Road show there is $5.7 million NGV's worldwide and there's about$7.2 million now, is the Peruvian venture is that a template you can stamp outto other markets? I know you went to China not too many months ago. How do yousee some of these international markets? Or are they just in general harder toplay? Or again, do you have a template you can stamp?

Well, I think there is a template. I mean we understand thepart of the business that we do well and the kinds of fleets that we serve. Youknow, it's interesting around the world a lot of the early natural gas vehiclesis light-duty. For the same reasons light-duty has made sense, you'll seethe heavy-duty kick in. And we're starting to see that in certain places; someLNG and some heavy-duty vehicles in other markets. We understand that game verywell. And we've had several players, a couple in China, actually come look tous because they see us as really the largest, the world leader at it. So weobviously like that position. We've got to get our arms around a few of those but thereare some markets I would say Pearce are probably easier for us to participatein than others. But there is tremendous growth right now happening in China.There is I think the beginning of big growth in Australia. We will see somebegin to happen in the U.K. And then there are other markets that I think, just from mypoint of view, from Clean Energy's point of view, might be more difficult. ButIndia, I think India added almost 400,000 or 500,000 vehicles here in the lastbit. But there's India and there's Pakistan and there's Russian and thoseplaces. Some markets will be easier for us than others. And we're onit. We think we have we now we understand the business and I think we can probablyjoint venture with some other companies along the way to expand in thosemarkets. Pearce Hammond - Simmons & Company: Great. And then on L&G supply with the Spectra Energyannouncement, is that a reflection that you have to be proactive in thismarkets to sort of jump ahead because of the tightness of LNG supply?

I think that's right, Pearce. We see the market, we look outthere then we check our backlog, we know by the fleets that we're working with,it takes a lot of to bring this kind of volume on. And so we're out there aheadknowing that we are going to need the volume. Pearce Hammond - Simmons & Company: Great. Thank you very much.

Thank you. And at this time, it appears we have no furtherquestions. I'd like to turn the program back over to today's presenters for anyadditional or closing comments.

Well, thank you and thank you all for participating and forfollowing Clean Energy. As I said earlier, the environment for natural gas as avehicle fuel has never been better. And we look forward to updating andreporting on our progress to you as we go along. Thank you very much for participating on the call. Good day.

That does conclude today's call. You may disconnect yourlines at this time.