ASTA FUNDING INCORPORATED
                                                       Moderator:  Steve Axelrod
                                                             05-09-05/9:30 am CT
                                                           Confirmation #6059128
                                                                          Page 1

                                                                  Exhibit 99.3





                            ASTA FUNDING INCORPORATED

                            MODERATOR: STEVE AXELROD
                                   MAY 9, 2005
                                   9:30 AM CT


Operator:             Good morning. My name is (April) and I will be your
                      conference facilitator today. At this time I would like to
                      welcome everyone to the Asta Funding Incorporated second
                      quarter and six month results conference call.

                      All lines have been placed on mute to prevent any
                      background noise. After the speaker's remarks there will
                      be a question and answer period. If you would like to ask
                      a question during this time simply press star then the
                      number one on your telephone keypad. If you would like to
                      withdraw your question press the pound key. Thank you.

                      Mr. Axelrod you may begin your conference.

Steve Axelrod:        Thank you very much (April). Good morning everybody and
                      thank you all for joining us for Asta Funding's quarterly
                      conference call to discuss the results for the second
                      quarter and six months ended March 31, 2005.

                      By now of course all of you should have had the
                      opportunity to review the press release discussing the
                      financial results. But if you have not please call Wolfe
                      Axelrod Weinberger Associates at 212-370-4500 and we will
                      immediately send it to you either by fax or by email.


                                                       ASTA FUNDING INCORPORATED
                                                       Moderator:  Steve Axelrod
                                                             05-09-05/9:30 am CT
                                                           Confirmation #6059128
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                      Before I ask our host, Gary Stern, CEO of Asta Funding to
                      discuss the current results, let me take a few minutes to
                      read the forward-looking statements.

                      Except for historical information contained herein the
                      matters set forth in this conference call are
                      forward-looking statements as defined in the Private
                      Securities Litigation Reform Act of 1995. Although Asta
                      Funding, Incorporated believes the expectations reflected
                      in such forward-looking statements are based upon
                      reasonable assumptions there can be no assurance that its
                      expectations will be realized.

                      Forward-looking statements involve certain risks and
                      uncertainties that could cause actual results to differ
                      materially from Asta Funding Incorporated's expectations.

                      Factors that could contribute to such differences include
                      those identified in Asta Funding Incorporated's Form 10K
                      for the fiscal year ended September 30, 2004 and those
                      described from time to time in Asta Funding Incorporated's
                      other filings with the Securities and Exchange Commission,
                      news releases and other communications including that Asta
                      may not be able to purchase consumer receivable portfolios
                      at favorable prices for our sufficiently favorable terms
                      or at all and may not be able to continue it's quarterly
                      dividend program.

                      Asta Funding Incorporated's reports with the Securities
                      and Exchange Commission are available free of charge
                      through its Website at www.astafunding.com.


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                                                       Moderator:  Steve Axelrod
                                                             05-09-05/9:30 am CT
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                      Having dispensed with that let me now turn the discussion
                      over to Gary Stern, President and Chief Executive Officer
                      of Asta Funding. Gary.

Gary Stern:           Thank you Steve. Good morning everyone and thank you for
                      joining Asta's second quarter conference call. The second
                      quarter was a busy and a highly rewarding one for Asta. I
                      am pleased to report another quarter with record results.

                      Asta's revenue and net income showed excellent growth for
                      its second quarter of fiscal 2005 growing 30% and 35%
                      respectively. This growth was fueled by our portfolio
                      purchases and the effective and efficient management of
                      those portfolios.

                      During the second quarter ended March 31, 2005 we
                      purchased receivable portfolios with the aggregate charge
                      off balances or face value of approximately $800 million
                      at an aggregate cost of $36.8 million. For the six month
                      period we purchased a face value of approximately $1.8
                      billion for a purchase price of $73.3 million which was
                      financed primarily through cash flows from operating
                      expenses and our credit facility.

                      We are very pleased with the level of portfolio purchases
                      during the second quarter which included $197 million from
                      the acquisition of Option Card, LLC. Option Card has been
                      smoothly integrated into Asta Funding and we have already
                      begun to reap rewards from this acquisition.

                      We will continue to seek opportunities to make additional
                      acquisitions that fit our criteria. With that said I'd
                      like to briefly comment on how we view the current state
                      of the debt buying marketplace as it relates to Asta
                      Funding.


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                                                       Moderator:  Steve Axelrod
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                      It is our belief that pricing has already begun to level
                      off from what we consider to be high levels. Even as
                      prices were considered to be high we were still able to
                      purchase approximately $800 million worth of paper in the
                      second quarter and approximately $1.8 billion for the
                      first six months of our fiscal year at very attractive
                      prices.

                      This is a testament to our excellent reputation and
                      excellent relationships in the industry. We continue to
                      adhere to our philosophy whereby the price we are willing
                      to pay for receivables is strictly driven by our desired
                      rate of returns.

                      Asta's acquisitions going forward will be based on
                      portfolio availability and our financial resources. We
                      believe that the pipeline of available paper remains
                      strong as seen by our purchases during the quarter.

                      We will continue to cultivate our sourcing capabilities
                      and strengthen our financial wherewithal. Although credit
                      card debt remains the bulk of our business we will not shy
                      away from new opportunities that fit into our disciplined
                      purchasing criteria.

                      Our balance sheet continues to be strong. At the end of
                      the second quarter our capital structure remained very
                      sound with $128.2 million in shareholder's equity. In
                      addition, we just expanded our credit facility to $80
                      million from $60 million which will leave Asta with the
                      necessary resources and flexibility to move swiftly and
                      opportunistically as may be necessary.

                      Before I turn the call over to Mitchell Cohen, our CFO, to
                      review Asta's financials I would just like to take a
                      moment to comment on the recent enactment of the
                      Bankruptcy Abuse Prevention law.


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                      As many of you know, this new law will increase Chapter 13
                      filings where debts can get paid rapid over - can get
                      repaid over three to five year period versus Chapter 7
                      bankruptcies which allows filers to virtually eliminate
                      all unsecured debt.

                      We definitely view this law as a positive for Asta and we
                      anticipate more charge off receivables will become
                      available for sale in the future.

                      And now Mitchell Cohen, our CFO will take you through our
                      Asta's financial report.

Mitchell Cohen:       Thank you Gary.

                      I am very pleased to announce that Asta Funding has
                      continued its outstanding performance through its fiscal
                      second quarter reporting record revenues and earnings for
                      the quarter ended March 31, 2005.

                      Asta's - Asta reported record revenues for the quarter of
                      $16.6 million, a 29.5% increase over revenues of $12.9
                      million for the second quarter of 2000 - fiscal 2004. This
                      was driven by extremely strong past collections of $42.2
                      million in the quarter and an increase of 38.8% from the
                      prior year quarter of $30.4 million. Revenues for the six
                      months increased 25.5% to $30.5 million from $24.3
                      million.

                      Cash collections during the six months ended March 31,
                      2005 were up $79 million up 33.2% from $59.3 million in
                      the prior period. Total expenses including interest
                      increased to $3.9 million up $3 million in the same
                      quarter one year ago. This did not include $454 -
                      $455,000, I'm sorry, for our third party servicing, an
                      expense which is now asked in the current quarter.


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                      Asta continues to have tight controls as most expenses
                      remain relatively fixed; another benefit to our
                      outsourcing a majority of our collections. Although
                      expenses in the second quarter rose to about $1.3 million
                      per month we don't expect these levels to climb during the
                      second half of fiscal 2005.

                      A majority of the increased costs were from collection
                      expenses, printing, postage and delivery costs, data
                      processing costs, salaries, payroll taxes and benefits,
                      professional fees, telephone charges and anticipated
                      overhead from our Option Card acquisition.

                      Interest expense increased $211,000 to $496,000 during the
                      quarter as compared to the same period in the prior year.
                      That was due to an increase in average outstanding
                      borrowings by Asta under its line of credit which included
                      $52 million at the end of the quarter and was $39.2
                      million at the end of - at May 6, 2005 last Friday.

                      As a result of excellent revenue (unintelligible) and
                      continued expense control Asta's pretax income reached
                      $12.2 million in the quarter up 34% from prior year
                      results of $9.1 million. Asta's tax rate in the quarter
                      was approximately 41%. These rates were in line with our
                      expectations and we believe those rates will continue
                      during the remainder of fiscal 2005.

                      Net income was $7.3 million during the quarter increasing
                      35.2% compared to $5.4 million in the second quarter of
                      fiscal 2004. We reported fully diluted earnings per share
                      of 51% a 31 - 33.1% increase over the prior year's quarter
                      of 38 cents per share.

                      As Gary mentioned Asta's balance sheet continues to be
                      strong. At quarter end shareholder's equity totaled $128.2
                      million up from $102 million point - $102.8 million one
                      year ago. Tangible book value per share was 9.45 or $9.45
                      at the end of the second quarter; an increase sequentially
                      from $8.95 per share at the end of the first quarter of
                      fiscal 2005 and up from approximately seven point - $7.68
                      per share at the end of second quarter fiscal 2004.


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                      That concludes my formal remarks and now I'd like to
                      return it back to Gary.

Gary Stern:           Thank you Mitchell. As most of you know, Asta's unique
                      business model whereby we outsourced 95% of our
                      receivables enables us to maintain a streamlined
                      infrastructure that is extremely scalable affording us
                      tremendous operating leverage and flexibility as we
                      continue to grow.

                      We also recognize that we need to have the highest quality
                      infrastructure and sufficient resources to support future
                      growth while maximizing returns. During the second quarter
                      we have continued to build our book of business and I am
                      also proud of the great strides we have made over this
                      period by producing record revenues and earnings,
                      purchasing $800 million of face value of receivables,
                      expanding our resources and relationships to the new
                      sources of business as proven with our acquisition of
                      Option Card.

                      Committees have the best possible management information
                      and operational systems in the industry and expanding our
                      credit facility to be properly positioned for additional
                      purchases that arrives.

                      Again, I am very pleased with the results to date and
                      would now like to open the discussion to anybody who has
                      any questions. Thank you.

Operator:             At this time I would like to remind everyone if you would
                      like to ask a question press star then the number one on
                      your telephone keypad. We'll pause for just a moment to
                      compile the Q&A roster.


                                                       ASTA FUNDING INCORPORATED
                                                       Moderator:  Steve Axelrod
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                      And your first question comes from the line of Steve
                      Delaney with Ryan Beck.

Steve Delaney:        Good morning gentlemen, excellent quarter.

Gary Stern:           Good morning.

Steve Delaney:        The cash collections were dramatically, you know, higher
                      not only from the fourth quarter which, you know, we know
                      is the lightest quarter of the year but just looking back
                      to, you know, the September quarter, et cetera.

                      And I'm just curious are, you know, one, a specific
                      question how much of the $42.2 million would have come
                      from zero basis portfolios and, you know, is there
                      anything in there that, you know, might be any onetime
                      type of item? Or do you see that, you know, $42 million
                      range as being something that you would generally expect
                      going forward on the level of portfolios that you now own?

Mitchell Cohen:       Steve you know we don't like to give any forward-looking
                      statements.

Steve Delaney:        I understand that.

Mitchell Cohen:       On the zero basis pools there were about $2 million for
                      this quarter.

Steve Delaney:        And refresh me Mitch I mean how does that compare to the
                      last quarter or two?

Mitchell Cohen:       Well actually the last quarter the fiscal, you know, the
                      first quarter.

Steve Delaney:        Yeah.


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Mitchell Cohen:       The zero base was actually much higher about $5 million.

Steve Delaney:        Okay.

Mitchell Cohen:       So there wasn't anything special in the zero base pools.
                      Some pools have switched now from - you have extracted the
                      cost out of some of our pools now. The zero base pools I
                      should say.

Steve Delaney:        Meaning in the - are you suggesting that in the quarter
                      you've had additional pools obviously that have - that
                      became fully amortized.

Mitchell Cohen:       Correct.

Steve Delaney:        Okay. All right and then Gary could you - you were in
                      talking about sort of the purchase market some of your
                      competitors have been reporting in the last week or two,
                      you know, a pretty significant shift from traditional to
                      non-traditional.

                      We know the Option Card purchase was a card portfolio so I
                      guess if you take that away that you had about $600
                      million of face value purchases excluding Option Card. Can
                      you give us a feel for of that amount those portfolios
                      what percentage were traditional and what percentage would
                      be telecom or something else.

Gary Stern:           Fifty fifty.

Steve Delaney:        About 50/50?

Gary Stern:           Yes.


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Steve Delaney:        Okay.

Gary Stern:           Fifty fifty.

Mitchell Cohen:       And Steve I can add a little bit to that by saying that
                      about - of our portfolios that remain portfolios on the
                      balance sheet right now approximately 69. - about almost
                      70% of them are credit card.

Steve Delaney:        Seventy percent of what you have now are still card.

Mitchell Cohen:       Yeah.

Gary Stern:           Yeah.

Steve Delaney:        Okay.

Mitchell Cohen:       And we are - we are, you know, buying quite a bit of
                      telecom paper and we're buying our share of credit card
                      paper. But we're, you know, we have very good
                      relationships with several groups and we are seeing a
                      (unintelligible) off of pricing which should help us in
                      the future.

Steve Delaney:        Right. I'm glad you mentioned pricing. I mean pricing has
                      as you say it is stabilized. If we, you know, if we look
                      back over a year or so I mean it's - while every portfolio
                      is different the trend quarterly you can see - you can
                      definitely see an uptrend in terms of average prices paid.

                      And I guess I would just ask now that you - we've had
                      three or four or five quarters of this higher pricing
                      environment are you comfortable, are you seeing that the
                      sort of the cash to cost - cash received to cost multiple
                      are these higher these portfolios that are, you know,
                      being where you're paying 4% or higher. Are you seeing the
                      type of cash return multiple that you would have seen in
                      the past if you'd pay 3%?


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Mitchell Cohen:       Yeah absolutely. What we're seeing is and we - as I think
                      I've mentioned in the past conference calls we're finding
                      more assets up front. Basically because of having more
                      sophisticated systems now than we did years ago and
                      possibly the economy is improving, you know, we may be -
                      that may attribute factors as well.

                      But we are up front locating more assets and many times no
                      up front within more assets when we bid on these
                      portfolios. And I might add that some of the portfolios
                      that we're buying we've already had experience so we might
                      have paid 3.5 or 3.75 and maybe we're paying, you know,
                      10% more than that in a specific portfolio.

                      We already have the experience for several years knowing
                      how these are going to perform and that combined with the
                      added fact that we know up front that there are more
                      assets to go after gives us the comfort level to bid
                      higher.

                      And going back to your question about the collections
                      building I think what we're seeing now is the beginning of
                      an increase in collections because the legal strategy will
                      be kicking in.

                      So we - as we mentioned in the past we shifted from more
                      of a legal strategy than an agency strategy, although with
                      telecom there's more of an agency strategy. So there's a
                      longer term to collect on legal strategy but it's been
                      evolving for the last quarter and we hope that it fills
                      and that may be one reason why you're seeing higher
                      collections.


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Steve Delaney:        Okay well thanks for taking the questions. I'll yield the
                      floor to somebody else. Thank you.

Operator:             Your next question comes from the line of Joe Chumbler
                      with Stephens Incorporated.

Joe Chumbler:         Hey great quarter guys.

Mitchell Cohen:       Thank you.  Hi Joe how are you?

Gary Stern:           Good morning.

Joe Chumbler:         I might have missed it did you give your ending balance
                      finance receivable for the quarter?

Mitchell Cohen:       Our ending finance receivable - what do you want to know
                      our balance sheet receivable Joe?

Joe Chumbler:         Yeah the finance receivable.

Mitchell Cohen:       $171 million purchase price.

Joe Chumbler:         Okay. And on the deal flow in the quarter you know you
                      said you bought about $800 million face and that includes
                      Option Card. I'm wondering how much did you pass on or how
                      much did you miss in the quarter just to give us an idea
                      of how much activity was out there.

Gary Stern:           We passed on many portfolios. We pass, you know, we
                      passed on quite a few and we didn't bid on quite a few and
                      we missed our fair share. There's a decent amount of deal
                      flow we're just very disciplined, we're very careful and
                      we're going to go in to buy what we want to buy at our
                      price or we're just not - we're not shaping deals and I
                      don't think you need to. We certainly don't.



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Mitchell Cohen:       The deal flow is definitely there Joe, it's definitely out
                      there for us to buy or not buy depending on the price.
                      It's all strictly driven by price.

Joe Chumbler:         Okay. And then I know you guys occasionally will resell
                      paper. I'm just wondering how is the resale market in
                      terms of number of bidders and the prices that you're able
                      to get. Is the market still firm?

Mitchell Cohen:       Absolutely. We expect that to be firm for quite awhile.

Joe Chumbler:         Has the number of, you know, bidders increased? Like are
                      you seeing more new entrants coming in and trying to buy
                      paper?

Mitchell Cohen:       I don't think - I really don't think so. I don't think
                      it's increased much and are you talking about buying paper
                      in the market or buy paper from us?

Joe Chumbler:         From you.

Mitchell Cohen:       Oh we limit who we sell to. There are many people that
                      want to buy from us. We limit the people that we let - we
                      don't sell to, you know, we don't put out these mass bids.
                      We sell to people that we know for many, many years. We
                      don't just send out bid packages to 100 people. We could
                      but we just do business with people that we're comfortable
                      with and we know. They come back to buy on a regular basis
                      that have a good experience with us and we've had a good
                      experience with them.

Joe Chumbler:         Okay and then looking at the balance sheet what metric do
                      you use to assess the appropriate level of debt on your
                      balance sheet and what is that level?


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Mitchell Cohen:       Well I'm not sure that it's exactly as scientific as you
                      make it out to be. You know, we know that the cash flow
                      from these pools pay down our debt relatively quickly.

                      You know, we went from $50 plus million at the end of the
                      quarter to $38 million as of la - as of Friday night. So
                      we're more focused on looking for the purchase because we
                      know they're going to spin off the cash to pay themselves
                      off. So again I don't think there's any scientific metrics
                      here.

Joe Chumbler:         Okay so and you could...

Mitchell Cohen:       It's more of a feel.

Joe Chumbler:         As long as the cash flows are coming in you could continue
                      to ramp up your revolver.

Mitchell Cohen:       Absolutely.

Joe Chumbler:         Okay and then finally on the bankruptcy law a couple
                      things I've heard that are interesting maybe you'll see
                      lenders get a little more lenient on their lending
                      practices to certain demographics. Is that something you
                      might be anticipating?

Gary Stern:           I don't think so. I mean my personal opinion is no. I
                      think lenders are going to stay with what they have. I
                      don't think so.

Joe Chumbler:         What about maybe originators are less likely to sell since
                      the Chapter 7 option is tougher to get.


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Gary Stern:           Let me go into that in detail. I'm glad you asked that.
                      When we buy portfolios we scrub the portfolios immediately
                      to see if there are any 7's and - or 13's. We have put
                      back rights and what we have done in the past and will
                      continue to do is put back the 7's and the 13's and we get
                      paid immediately on those.

                      Depending on the price we pay some of the 13's we keep if
                      we feel they're going to over three to five year period
                      collect out more than we pay for which is most of the time
                      by the way. Historically if you want to look at the
                      statistics I would say one can recover and this is just a
                      general average if you look at all the 13's. One would
                      recover approximately 20% to 25% over a five year period
                      on unsecured Chapter 13's.

                      So many times we keep the 13's and put the 7's back for
                      repurchase. Then as why I believe strongly that this will
                      be a positive for Asta is because as we - first of all our
                      book of bus - there'll be less Chapter 7's filed and 13's
                      for the present book of business we have and the
                      bankruptcies are not a material part of our portfolio. I
                      don't want anyone on the phone to get the wrong
                      impression. Bankruptcies are not a major risk in our
                      portfolio.

                      Now with that being said and done then less people will
                      file 7's and more 13's because of the new law. And I don't
                      know if everybody is aware but based on the new law anyone
                      that wants to - anyone contemplating bankruptcy will be
                      required to go through Consumer Credit Counseling at their
                      cost which alone will be a deterrent for people to file
                      bankruptcy.

                      But we feel we will benefit by less people filing
                      bankruptcy because they don't want to pay for Consumer
                      Credit Counseling. And if they do file bankruptcy there
                      will be more 13's than 7's and according to the American
                      Bankruptcy Institute presently 70% of the individuals that
                      file bankruptcy file 7 versus 30% for 13's. We definitely
                      feel that ratio will switch and shift the other way.


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                      So we feel that it's a win win for us. We're just going to
                      have less people file in our portfolio, more will be 13's
                      and then going forward as we buy paper if people want to
                      file they'll file a 13 rather than 7.

                      And as far as more charge offs being available, as people,
                      you know, don't pay their bills as well as they normally
                      would and they cannot file a 7 will opt not to file a 13
                      they're probably going to charge off eventually because
                      they're going to become contractually delinquent and
                      they'll charge off for that time.

                      When we buy portfolios there may be customers in there
                      that paid $100 a month or two ago or three months ago but
                      still had a charge off because they didn't meet their
                      minimum monthly payment in the six months contractually.
                      So that's why I believe that there will be more charge
                      offs available.

Joe Chumbler:         That's helpful thanks.

Operator:             Your next question comes from the line of James O'Brien
                      with Brean Murray.

James O'Brien:        Yes good morning guys. Gary I was wondering maybe you can
                      talk a little bit more say qualitatively when you say that
                      see that pricing maybe has finally leveled off or
                      plateaued. I was wondering if you can give us just a sense
                      like I said kind of from 35,000 if you see why that's the
                      case.

Gary Stern:           Why that's the case? I believe my opinion is that
                      companies that were paying high prices than they should
                      have realized or are beginning to realize that they can't
                      do that and earn money or earn margins that they like to
                      earn. And we matter of fact have seen some purchasers now
                      offering large portfolios for sale and we're looking at
                      those and we don't what that means.


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                      We're investigating, we don't know if that means that they
                      are under financial duress and they need to sell very
                      large blocks, unusually large blocks of assets because
                      they're in trouble. Or because they're lenders are, you
                      know, just pushing them to get out. And we don't know what
                      prices they want. We have - we've just been, you know,
                      discussing these pages with several companies.

                      However, we feel it's a good sign because its highly
                      unusual for companies that bought paper aggressively I
                      might add, all of a sudden now try to resell a lot of that
                      paper. Now I may be misreading this into them thinking
                      that they could get high prices for the paper that they
                      have paid high prices for. We have to see how that evolves
                      but I - we just have a good feeling and a great feeling
                      that this market is starting to turn the other way.

                      And with that being said and done I will tell you
                      unequivocally the $1.8 billion that we purchased, we
                      purchased at extremely attractive prices. We have certain
                      relationships that continue, we have been in this business
                      for many, many years and it is not always price that
                      dictates portfolios success. If you have relationships
                      with people within reason one can buy paper at attractive
                      prices and then extremely happy and pleased at the $1.8
                      billion that we purchased at these prices.

James O'Brien:        Okay that's very helpful. Turning to the legal collections
                      can you give us what the percentage of legal collections
                      is to total collections? Do you have that available?

Gary Stern:           You know, unfortunately we don't have that handy but we
                      can call you later. I apologize.


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James O'Brien:        Oh that no, no apologies necessary.

Gary Stern:           The legal is building up and our strategy is working. And
                      I just want to remind everybody that this legal strategy
                      takes time to build up and it builds up over years. There
                      is a longer tail on legal than there is on the collection
                      agencies.

James O'Brien:        Right okay and then one last quick question. You did
                      mention some maybe some new, you know, exploring new
                      businesses or new business opportunities I should say.

                      Could we see more say M&A domestically or maybe looking
                      into foreign markets or are we talking maybe looking at
                      different types of paper that perhaps you haven't tapped
                      into before. I was kind of wondering if you can give your
                      views on that as well.

Gary Stern:           Absolutely. We think there's going to be a consolidation.
                      I think last quarter I mentioned it could be, you know, 12
                      18 months and we think that this, you know, could happen
                      in the next, you know, 12 months, nine months, 18 months,
                      we don't know exactly or even sooner than that so that's
                      certainly a possibility.

                      And as far as new asset classes we are looking at other
                      assets but we prefer not to divulge that on the phone
                      because of competitive reasons but if we buy other asset
                      classes I can assure everyone on the phone that we are not
                      going to spend a lot of money unless we have an extremely
                      good comfort level on what liquidation rate.


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                      And one way we might spend a good amount of money would be
                      is if we have relationships with other groups that have
                      purchased - not purchased, I apologize, has collected on
                      this paper so we can look at the liquidation rates. But
                      there are other asset classes that we are beginning to
                      look at.

James O'Brien:        Great thanks a lot.

Gary Stern:           You're welcome and by the way I want to mention something
                      to you. If we do not buy these other asset classes based
                      on our past portfolio purchase and we're comfortable and
                      we are continuing to buy paper. So we don't need to do
                      this but we think it's a good idea to take a look at other
                      classes.

James O'Brien:        Right understood thank you.

Operator:             Your next question comes from the line of Audrey Snell,
                      Think Equity Partners.

Audrey Snell:         Good morning gentlemen nice quarter.

Gary Stern:           Good morning how are you?

Audrey Snell:         I had to disconnect for a minute, forgive me if this has
                      been asked but what did you purchase in the quarter
                      besides telecom and credit card paper?

Gary Stern:           That's all.

Mitchell Cohen:       That's it; it was just about a 50/50 split Audrey.

Audrey Snell:         And was it both wire line and wireless telecom?



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Gary Stern:           Wireless but it's a 50/50 excluding option costs.

Audrey Snell:         Okay. Why did you say that pricing has begun to level off?

Gary Stern:           We think that it's our opinion that companies that have
                      paid higher prices may be under some duress and realizing
                      that it just doesn't work. That they may be overpaid and
                      we think there's a lot of supply and we also think that
                      their, you know, I think people are realizing that they
                      just can't sustain prices the way they were and we think
                      pricing is coming down.

Audrey Snell:         How are you monitoring that Gary?

Gary Stern:           We're seeing portfolios that are offered by resellers with
                      being, you know, that I don't think the competition is as
                      fierce as it was although we're not privy to every single,
                      you know, bidder. But I just think the general climate is
                      better.

Audrey Snell:         Okay and how much of what you purchased in the quarter was
                      performing versus non-performing?

Gary Stern:           It was all charge offs, all non-performing.

Audrey Snell:         All non-performing okay.  And it was a mixture of ages?

Gary Stern:           Yes yeah there was some fresh and the usual mixture.

Audrey Snell:         Okay. Could you elaborate a little bit on your legal
                      strategy and how that kicked in in the quarter and what
                      you forecast for the remainder of the year?


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Gary Stern:           Well we're not, you know, we're not forecasting for the
                      year but what has happening is it's kicked in before we
                      have taken this legal strategy to a very high degree and
                      its beginning to bear, you know, the fruits of this
                      strategy.

                      So this should evolve over time and, you know, strategy -
                      well we've always had a legal strategy but I think we
                      really implemented this greatly in the last six or seven
                      months or eight months really stepped it up quite a bit.
                      And so it's beginning to, you know, to really build up.

                      And the tail on these portfolios could be, you know, six,
                      seven, eight, nine years, ten years is as one gets a
                      judgment for instance a lien on a house, judgments can be
                      in some states can be (unintelligible) 20 years, others
                      ten, others six or seven years. So this is a long term
                      play as far as we're concerned and we're extremely pleased
                      with it.

Audrey Snell:         When you describe the portfolio as being as you stepped up
                      the legal strategy are you sending it out to legal earlier
                      in the process?

Gary Stern:           Yes yes.

Audrey Snell:         And are you using more lawyers or different network of
                      lawyers?

Gary Stern:           We're using some other lawyers but we have excess
                      capacity. We fortunately because of the 20 some odd years
                      that we have been doing this have an excellent
                      relationship with many law firms and legal networks.

                      And its really, you know, we have because there's many
                      other - the answer is we've added a few lawyers, we might
                      add a few others but we basically always have the champion
                      challenger and monitor them very closely but we - we're in
                      great shape. We could buy a lot more paper without doing
                      too much to add to the legal network.


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Audrey Snell:         Okay.  What was the ending cash balance Mitchell?

Mitchell Cohen:       Two point six million.

Audrey Snell:         Two point six okay.

Mitchell Cohen:       And all of our cash goes to paying our line.

Audrey Snell:         Okay and speaking as a line what is the interest rate on
                      the new line? Is it LIBOR plus something?

Mitchell Cohen:       It's the smaller of LIBOR plus or prime.

Audrey Snell:         And one last thing that I missed, what is the outstanding
                      balance on that line right now?

Mitchell Cohen:       Thirty eight point two million as of Friday.

Audrey Snell:         Okay thanks a lot.

Mitchell Cohen:       You're welcome.

Operator:             Your next question comes from the line of Jed Gore with
                      Sunova Capital.

Jed Gore:             Hey thanks for taking my question, good morning.

Mitchell Cohen:       Good morning hi Jed.


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Jed Gore:             A couple questions; do you think the bankruptcy law has
                      left any spike in the amount of debt that the card issuers
                      are selling?

Gary Stern:           No.

Jed Gore:             Okay.

Gary Stern:           I don't think so. I think there will be eventually more
                      sales. I haven't seen a spike yet.

Jed Gore:             You haven't seen anything recently. And I don't know if
                      this was asked earlier in the call. I'm been jumping on
                      and off I apologize but the G&A expense sequentially up
                      $900,000?

Gary Stern:           Yes.

Jed Gore:             Was that related to Sarbanes-Oxley, was that part of the
                      legal strategy flowing through or what's behind the
                      increase in expenses sequentially?

Mitchell Cohen:       Actually it's all of what you just said.

Jed Gore:             Okay.

Mitchell Cohen:       And plus a little bit of additional overhead from our
                      Option Card purchase.

Jed Gore:             Okay.

Mitchell Cohen:       Certainly a lot was spent on shipping and mailing for
                      collection agency (unintelligible) telecom paper.


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Jed Gore:             Okay. Mitch what do you think the Sarb-ox, you know,
                      sequential jump would be meaning I'm just trying to get a
                      sense of what a good run rate is for G&A and I know you
                      don't want to give me forward-looking statements so maybe
                      backwards looking if you could just say what Sarb-ox was.

Mitchell Cohen:       Oh I think that these levels are pretty much where they
                      should be.

Jed Gore:             Okay.

Mitchell Cohen:       I don't think they'll go higher from here but I, you know.

Jed Gore:             Okay. You seem to be focusing a little bit on fresher net
                      charge offs. I mean is that a fair statement? I think you
                      mentioned that your mix was the usual mixture but I'm not
                      sure you'd had some fresh previously that I recall.

Mitchell Cohen:       Well we've bought fresh paper in the past.

Jed Gore:             Okay.

Mitchell Cohen:       You know, not a lot of them. I don't believe we purchased
                      a lot of (unintelligible).

Jed Gore:             Okay.

Mitchell Cohen:       But purchase- we're all purchasing some of the
                      (unintelligible).

Jed Gore:             So you think your mix this quarter was - is pretty
                      indicative of pretty much similar to what you've had
                      previous quarters.


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Mitchell Cohen:       Some say indicative to what we purchased in the past. You
                      know, I just want to reiterate I don't know if you want
                      (unintelligible) but we did not purchase any performing
                      assets this quarter.

Jed Gore:             Yeah I heard you say that.

Mitchell Cohen:       You know, on occasion we will purchase performing assets.

Jed Gore:             Okay. And can you kind of qualitatively discuss, you know,
                      the amount of bids you're getting - the amount of packages
                      that are coming across your desk these days versus say six
                      months ago or a year ago?

Gary Stern:           We have more but when you say bids, you know, we get
                      emails from brokers, we - there are many portfolios we
                      don't even bother looking at. We may ask for a disk and we
                      pass on it, we just don't like what we see. So I think
                      there's an increase. We're just very focused on what we
                      know works and basically that's all I have to comment. Do
                      you have any other comments?

Mitchell Cohen:       No we are seeing a lot more, you know, we definitely are
                      seeing a lot more but like Gary said we're still
                      concentrating on our usual sellers.

Jed Gore:             Okay I'm just trying to get a sense of whether, you know,
                      that part of your success here is the expansion of the
                      market broadly speaking so I'm just trying to quantify
                      that even if it extend - where you say okay we're getting
                      more packages coming through.

Mitchell Cohen:       I mean I could - I'll just say that we did add a new major
                      financial institution this quarter for purchasing. It's
                      not a big purchase but it's a start and that could lead to
                      something that we know - I don't know if it will but it
                      could lead to something larger. You know, we got our foot
                      in the door so to speak.


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Gary Stern:           Yeah we're working on that for quite awhile.

Jed Gore:             Got you okay thank you.

Gary Stern:           Thank you.

Operator:             As a reminder if you would like to ask a question press
                      star the number one on your telephone keypad. Your next
                      question comes from the line of Raul Guzman.

(Dan Tilman):         It's actually (Dan Tilman) here at Goldman Sachs. Quick
                      question for you guys on the legal channel. Are you guys
                      capitalizing or expensing legal advances?

                      And then the second question is what are your expectations
                      for counter suits in the future where you have debtors
                      that are countersuing you guys for wrongly engaging that
                      channel?

Gary Stern:           Well I'll answer the countersuing part we, you know, we
                      have had as normally with any business, some captures do -
                      most it's (deminimus). We have - we are not real - we are
                      very, very careful and have always been careful what we're
                      doing. You're always going to have some lawyers that are
                      going to find some reason to try and find some reason to,
                      you know, counter sue you.

                      It doesn't happen often, it's very rare and they're
                      resolved fairly quickly usually without merit or they walk
                      away and usually it's not because we did anything wrong.
                      So we don't expect any kind of increase. We have law firms
                      that have been around for 30 years that are very careful
                      in who they sue and how they handle responses. We would
                      rather walk away from a lawsuit than, you know, buck heads
                      with somebody and we're very, very careful.


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                      As a matter of fact, one of the key (unintelligible) and I
                      want to reiterate this and I don't think we've ever
                      mentioned this before we're very careful on the interest
                      rates we charge.

                      So we don't take charge offs internally here and start
                      adding interest and tell a customer they owe, you know,
                      $9,000 because they owe four or five years of interest
                      where their interest rate doubled from 4.5, you know,
                      their interest is equal to whatever they owe. And then
                      when we send it to lawyers we make sure that they follow
                      the state law for compliance which is significantly lower
                      than the credit card one.

                      Now one could take a position that we're too conservative.
                      However, to be really careful and to make sure that your
                      100% in compliance we firmly believe that we should follow
                      state law which is lower. And we continue to do that so we
                      keep ourselves out of trouble.

                      I forgot what the other question is.

(Dan Tilman):         Capital (unintelligible) expensing (unintelligible).

Gary Stern:           Well Mitch can comment on that but, you know, we report
                      our collections net of all expenses. So when you see a
                      collection, the collection before the $2 million that net
                      of core costs, net of attorney's fees, net of, you know,
                      net of all costs. And the same way as our revenue line is
                      net. Net so you don't see a grossed up number.

(Dan Tilman):         Thank you.


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Gary Stern:           You're welcome.

Operator:             Your next question comes from the line of James Leonard
                      with the Leonard Management Group.

James Leonard:        Great quarter guys.

Mitchell Cohen:       Thank you very much.

Gary Stern:           Thank you how are you?

James Leonard:        Very well thank you. I just had a couple questions. I want
                      to not to beat this G&A thing to death but I want to make
                      sure I understand it. Do you - are you suggesting that
                      your expenses are going to run around the $4 million level
                      per quarter for the rest of the year or are - did you say
                      that they're going to be stable relative to revenues?

Mitchell Cohen:       I don't think I made even a statement but I think that the
                      - this quarter is a good indication of what our run rate
                      should be.

James Leonard:        On an absolute basis or a relative revenue basis?

Mitchell Cohen:       No on an absolute basis.

James Leonard:        Okay that's what I wanted to know.

Mitchell Cohen:       All right.



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James Leonard:        Secondly, as you - as your model leans more and more
                      towards litigation is that's going to change your
                      amortization rates on your portfolios as you put them into
                      - as you buy them or as you put them into the collection
                      process?

Gary Stern:           I don't think so but I want to just reiterate that we
                      amortize over five year periods and we know that for the
                      legal strategy especially these assets collect over more
                      than a five year period. But we're going to stick and be
                      consistent with this five year amortization. With the, you
                      know, still at the same - with the bulk of probably
                      collections coming in with I think between 18 to 24 months
                      maybe even further stretched out now because of that.

James Leonard:        Okay thank you.

Gary Stern:           You're welcome.

Operator:             You have a follow up question from the line of Audrey
                      Snell with Bank Equity Partners.

Audrey Snell:         Actually two follow ups if you'll indulge me. We've
                      seen pretty positive surprise last week on job growth in
                      the economy. Are you seeing from liquidation trends any
                      correlation between additional job growth and what's
                      coming in the door in terms of cash collections and
                      liquidation rates?

Gary Stern:           What we are seeing Audrey is we are seeing an increase in
                      the number of jobs we are able to locate and have seen
                      that for several months. Part of that is because of the
                      increase of the job rate and part of that is because of
                      our more sophisticated ability to find and then locate
                      jobs.

                      That has started to result in more collections but what -
                      especially as we obtain more and more judgments it will be
                      helpful.


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Audrey Snell:         Okay so the combination of sophisticated technology, more
                      judgments in the legal channel and perhaps a better
                      economy should lead to a healthy pickup in cash flows
                      throughout the year you would think?

Gary Stern:           Well we're not - we don't - let me just say something.
                      We're very careful in forward-looking projections. We are
                      going into summer months so I'm not - I don't want to give
                      anyone any negative connotations but the legal process is
                      working.

                      So as more and more people get sued (unintelligible) so we
                      would hope, I'm not going to say we will, we will hope
                      that collections pick up. And as the more - and one thing
                      we pride ourselves is, is knowing who to go after as far
                      as collecting up front and who to sue and who not to sue.

                      So with the more locatable jobs, more homeowners, more
                      assets, we are con, you know, we're confident that over
                      the long run it makes a whole lot of sense. We have many
                      more assets today, accounts with assets today than we did
                      a year ago. So over time that should amass an equation
                      where it should evolve into a higher collection, we hope
                      it does.

Audrey Snell:         Okay one other follow up, what - Mitchell what was your
                      current IRR on the collections this quarter?

Mitchell Cohen:       I'll have to check that for you Audrey but we really don't
                      like to give it out but I'll give it to you. I'll give -
                      I'll get back to you.

Audrey Snell:         Thank you.

Operator:             At this time there are no further questions.


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Gary Stern:           Thank you for participating in our second quarter
                      conference call. As always, should you have any additional
                      questions please feel free to call Mitchell Cohen or
                      myself. We look forward to speaking with all of you again
                      next quarter to discuss Asta's third quarter results.

                      Have a pleasant day.  Thank you.

Operator:             This concludes today's conference call. You may now
                      disconnect.


                                       END