Welcome to the third quarter 2007 Insight Communicationsearnings conference call. (Operator Instructions) I would now like to turn yourpresentation over to your host for today's call, Mr. John Abbott, ChiefFinancial Officer.

Good morning and welcome to Insight's 2007 third quarterearnings call. Before we begin, I would like to refer everyone on the call tothe forward-looking statements disclaimer in our press release and Form 8-K,both of which are available on our website. Today's call may contain forward-looking statements that aresubject to risks and uncertainties as outlined in our Form 10-K and otherfilings with the SEC. Any of the forward-looking statements on this call arequalified by reference to those cautionary statements. Also, please refer to our press release and 8-K for areconciliation of non-GAAP financial measures which will be discussed on thiscall. Additionally, there's a short slide presentation on ourresults that's available on our website, InsightCom.com, that you might want tofollow during our remarks. Now I would like to turn our call over to our CEO MichaelWillner.

Thank you, John andthank you all for joining us today for our third quarter 2007 conference call.The third quarter was a terrific quarter for us. It was the best operationalquarter we've ever had. We had record RGU net additions which drove continuedstrong financial performance. The outstanding number of customer additions forthe last few quarters have further added to stability of our growth platformand continue to support the basis for accelerated future financial growth. The third quarter was a record quarter for RGU net additionswith 139,100 for the quarter. That was a 15% increase in RGUs over the thirdquarter of 2006, including our best Q3 basic growth and phone growth for anyquarter in our history. The third quarter revenue growth was 14% over '06. Ouradjusted OIBDA growth was 15%. Our free cash flow was $13.6 million which wasan increase over the third quarter of 2006 which was actually a negativenumber, driven largely by the 15% increase in adjusted OIBDA along with positivechanges in working capital. As you all know, we are coming towards the conclusion of atransaction that will split the company in half with our 50% partner Comcast.That transition is moving towards what we expect to be a timely close at theend of the year. It had been subject to a number of government approvals,regulatory approvals and all of that is moving along as expected. The third quarter was a strong quarter for RGU net adds. I'm going to break this down now for the firsttime, frankly, because we're so close to the split date of December 31st, we'regoing to begin to discuss with our bondholders the Insight Systems Groupnumbers on an operating basis, so that you can start to get a feel for thecredit that you'll be holding after the split. So the third quarter RGU net adds for the Insight SystemsGroup or ISG as we refer to it was 73,900 net adds, resulting in a 15.7% growthrate over the third quarter of '06. The ISG saw basic customer growth of 4.9%over the third quarter of '06 and as has been disclosed previously, we continueto evaluate strategic alternatives for Insight after the split up. While we encourage questions at the end of this call, pleasenote that we will not be addressing this particular issue in any furtherdetail. After reporting the second quarter results three months ago,we were extremely excited yet again about our recent performance. Our Q3results continue to support the belief that we are growing the business in acompletely sustainable manner and believe that we are well-positioned forcontinued strong growth and cash flow growth well into the future. On that note, a high level review, I would like to turn itover to Dinni and then John for more detailed discussions with you.

Thanks, Michael. Ashas become the norm in the last several quarters, I get to follow Michael andvirtually repeat exactly what he just said. However, despite my discomfort inpossibly being boring, there is nothing I would rather speak about right nowthan this past quarter. As Michael mentioned, we added 139,000 RGUs in the thirdquarter of '07, the highest quarterly net add quarter we've ever had and morethan 50% higher than our RGU gains in Q3 of '06. While, as Michael said, this was in large part driven by our phone netadds, particularly in those markets in which we launched VoIP earlier thisyear, it's important to realize that we have seen real growth in each and everyone of our product lines. In addition, we now have 3 million RGUs as of September 30, 2007, bringing us to2.2 RGUs per basic customer. If you turn now to slide 9, you can see what I believe isperhaps our greatest achievement in this quarter. As we discussed last quarter-- and frankly every year since I've been at Insight -- Q2 is a seasonally lowquarter for us, due to our broad exposure we have to several universities suchas the University of Kentucky, Indiana, Illinois, Ohio State, Purdue,Louisville, Western Kentucky, Western Illinois, Illinois State, et cetera andevery Q2 we lose at least 14,000 students, many of whom also take digital HSIand increasingly phone services from us. In Q3, we should therefore have a seasonally up quarter,supported by the return of those 14,000 students. But interestingly, for thelongest time from 2002 to 2004, we did not really see the benefit of thestudent return and in fact, in the first of those two years, we were actuallynegative. In the last couple of years, however, we have started to see thatbenefit and this year in particular, not only did we…

Thanks, Dinni. Myremarks start on slide 19, if you're following in the slide presentation. Ourrevenue in the third quarter was $362.3 million which represents growth of13.9% over the third quarter of 2006. Our strong revenue growth was primarily aresult of increased RGUs, which have grown 15% over the last four quarters. Specifically, the key drivers of revenue growth were, first,HSI revenue, which accounted for over 4.5 percentage points of the growth andwas driven by growth in HSI customers and a slight move up in HSI ARPU as Dinnimentioned. Telephone service revenue, whose contribution is reallystarting to increase since we rolled out our phone product to our previouslyunserved markets late last year and early this year, telephone service revenueadded 3.6 percentage points of growth. Third, basic video revenue which contributed just under 3percentage points of our growth as a result of rate increases and our strong3.3% basic customer growth since last year. Digital video revenue, which contributed 2.5 percentagepoints of growth and was driven by very strong digital unit growth andincreased digital ARPU versus a year ago. And lastly, Insight BusinessServices, our commercial video and data business which contributed almost a fullpercentage point to our revenue growth this quarter. Moving on to expenses, our third quarter operating expensesincreased $25.5 million, or 13.2% over expenses in the third quarter of 2006.These increases exclude $3.5 million of expenses recorded in Q3 2007 related tothe announced split-up of our partnership with Comcast and the company'sexploration of strategic alternatives post-split. As a result of our continued strong revenue growth andimproved expense comparisons, adjusted operating income before depreciation andamortization or OIBDA for the third quarter 2007 grew 15% over Q3 2006 to$143.6 million. The operating leverage reflected in this continued stronggrowth in adjusted OIBDA clearly demonstrates that the investments in the company'sgrowth and customer service platforms…

Your first question comes from Anton Anikst - MorganStanley.

Congrats on bucking the trend in the disappointing RGUtrends for the broader cable industry. A couple questions here. First of all,thank you for giving us some detail on the RGU split between the InsightSystems and the Comcast Systems. I know it's preliminary, but could you atleast take a stab at what the pro forma P&L looks like in terms ofoperating cash flow and CapEx? Anything you could offer would be very helpful.

Anton, we've not released anything on that publicly and so Idon't think it's appropriate to do that on this call. I mean, we are gettingroughly half the customers, half the systems, so if you wanted to use veryrough numbers, you just cut everything in half, right? I thinkour share of the debt, which is roughly half, we disclosed in the press releaseon the split when that was initially announced in the April 1st timeframe.

It looks like theactivations on the Insight Systems side were a little bit higher than they wereon the Comcast side, so is it reasonable to assume that perhaps the near termprofitability is slightly more depressed on the Insight side of the house thanthe Comcast side of the house?

I don't really wantto comment any more. What I said is about as broad a stroke as I want to takeit, dividing up the cash flow and revenue. Those numbers will be availablecertainly to bank lenders that we have to provide that information to at somepoint before the close and we'll certainly do that at that point.

.3% annualized basic sub growth is obviously veryimpressive. I was hoping you guys could give us some color on where thoseincremental subs are coming from? Your basic penetration improved 90 basispoints year over year. Are you taking subs from satellite? Is there a generalpopulation growth in your markets? Where do you think those incremental subsare coming from?

We have housing growth of somewhere in between 1.5% to 2%usually every year. So that certainly wouldn't explain the bulk of it. Ingeneral, I think that we focus on executing better, both in terms of ourcustomer service that we're providing and in our sales and marketing and thereare a lot of people in our markets, just during normal moving periods, that wetry to get at before they can go to a competitor. So that may show up assomebody coming to us but not necessarily going away from a competitor, if youknow what I mean. So I can't tell you definitively what I think thepenetration rates, the market share is for the satellite companies in ourmarket and whether we are winning versus them but you know, at the end of theday, the customers are coming from some place.

Suffice it to say,the true measure of how successful you are in a competitive environment is tosee your penetration rates go up and that's what we're experiencing.

My last question, which I'll phrase as a clarification and hopefullyit doesn't ban me from future calls with you guys, but Dinni's comments seem tosuggest this may be your last public call. I wonder if the implication there isyou're about to refi your bonds with bank debt and therefore no longer hostpublic calls? Or if there's another strategic development that you're at thispoint not in a position to discuss.

I didn't mean tosuggest this was our last public call. This is just our last public call withboth sides of the company under our management.

Understood.

Come 12/31 when the other half of the company goes over toComcast, that's really what I was referring to.

Your next question comes from Adam Spielman - PPM America.

Could you just comment a little bit or try to give a littlemore color on the competitive landscape? We heard from so many people in theindustry about it was not the Bell fiber roll-out, it was more just the kind ofbasic DBS alliances, particularly we heard that AT&T and Dish had somethinggoing with a year of free video. What are you seeing out there in terms of thetraditional DBS/RBOC alliances and why do you think you're able to do so well?

Well look, the firstthing I would say is that at Insight, we have seen such tough competition overthe last couple of years. We compete against the [overbuilder], WOW, who's justa tremendously formidable competitor. We compete with Cincinnati Bell innorthern Kentucky. We competewith Windstream in Lexington, Kentucky,and we compete with AT&T almost everywhere else. So yes, we have seen what everybody else has seen, which isa step up in competitive ferocity and the fact of the matter is that's nevergoing to change. Part of the competitive game is that they're going to keepadjusting to our tactics and vice versa. I think what you do to stay on top of that isthat you stay on top of it. It's a lot about executing well and anticipatingwhat you think they're going to do. Ithink that we have been doing that quite well over the last couple of years. But every year we see the competitive landscape gettingtougher. Every single year.

A second question is just without going into great detail,just conceptually on how the EBITDA will look pro forma split? I understandobviously it's 50% of the assets but just so I understand this, you've got todeduct effectively there will be some dissynergies for program and then you'vegot to put some overhead on the company; is that right?

We certainly don'thave to add any more overhead to the company. It's just that the overhead wehave will be spread over a smaller base, right? So it's certainly from a marginstandpoint, that's dilutive. And as you said, we have programming dissynergiesif you will. We'll no longer be an affiliate of Comcast. Currently we buy 60%of our programming through Comcast. We'll lose that benefit after the split.

Your next question comes from Robert Berzins - Post AdvisoryGroup.

Good quarter, guys. With respect to the success that you hadin adding subs, without getting too specific but just giving me a sense as towhat happened, do you essentially attribute that to churn improvement or was itan improvement in gross adds that were added during the quarter?

Yes. And I don't meanto be flippant. This is blocking and tackling. There is nothing sexy about whatwe're doing. It's just execution.

Should I interpretthat as both churn improvement and gross adds improvement as well.

Yes, absolutely.

Second and lastquestion, with respect to 12.25% bonds, have you thought of possiblyrefinancing those before you took any kind of strategic steps or have youdecided to leave those in place for the time being?

I am not going to comment I think on what we would do orwouldn't do with the 12.25% bonds at this point.

There are no furtherquestions. I would like to turn the call back over to Mr. Michael Willner.

Thank you, operator and thank you everybody for joining ustoday. We really had a terrific quarter. I echo Dinni's comments as well thatnone of this could be possible without the terrific people that we have workingfor this company out in the field and here in the home office. I also want totell them that I thank them very, very much. We all do. So on that note, have a good afternoon and we'll see younext time around.