EXHIBIT 99.1

     The  Moderator:  Good  morning.  My  name is  Rashanta,  and I will be your
conference  facilitator.  At this time, I would like to welcome  everyone to the
Friedman,  Billings,  Ramsey Group Third Quarter  Earnings  conference call. All
lines  have been  placed  in use to  prevent  any  background  noise.  After the
speakers' remarks,  there will be a  question-and-answer  period. If you want to
ask a  question  at this time,  simply  press star and then a number one on your
telephone key pad. If you would like to withdraw your question,  press start and
then the number two on your telephone key pad. Thank you.

     Kurt Harrington, Chief Financial Officer, you may begin your conference.

     Kurt  Harrington,  Chief  Financial  Officer:  Good  morning.  This is Kurt
Harrington,  Chief Financial Officer of Friedman,  Billings,  Ramsey Group, Inc.
Before we begin this morning's  earnings call, we would like to remind  everyone
that statements  concerning future  performance,  developments,  events,  market
forecasts,  revenues,  expenses,  earnings,  run rates and any other guidance on
present  or  future  periods  constitute   forward-looking   statements.   These
forward-looking  statements  are  subject  to a number of  factors,  risks,  and
uncertainties  that might cause actual results to differ  materially from stated
expectations  or  current  circumstances.  These  factors  include,  but are not
limited  to, the effect of the demand  for  public  offerings,  activity  in the
secondary  securities markets,  interest rates, our cost of borrowing,  interest
spreads,  mortgage prepayment speeds, the risks associated with merchant banking
investments,  the  realization  of gains and  losses on  principal  investments,
available  technologies,  competition  for business and  personnel,  and general
economic,  political,  and market conditions.  Additional information concerning
these factors that could cause results to differ  materially is contained in FBR
Group's Annual Report on Form 10-K and in quarterly reports on Form 10-Q.
     I would  now  like to turn  over the call to FBR  Group's  Co-Chairman  and
Co-Chief Executive Officers Emanuel Friedman and Eric Billings.  Also joining us
this morning are Rick Hendrix,  President and Chief Operating Officer,  and Rock
Tonkel, President and Head of Investment Banking.

     Emanuel  "Manny"  Friedman,  Co-Chairman  and Co-CEO:  Thank you,  and good
morning. Hopefully, you have all had an opportunity to review our earnings press
release issued last night. We are pleased with this quarter's  results and would
like to add a few thoughts  regarding what these results reflect in terms of our
current position as a firm.
     As our record  earnings per share and net income for the quarter  indicate,
the third quarter was a very successful one for FBR. We have continued to expand
our existing  businesses  and have begun to enjoy  success in several new areas.
During 2004, we experienced rapidly changing equity and fixed-income markets and
have been able to  successfully  execute our  strategies  in both our  operating
businesses  and our  principal  activities.  We believe our results in the first
three  quarters  of this year have  positioned  FBR well for  future  growth and
profitability  through both our existing  core  businesses  and our new areas of
focus.  Specifically,  our  investment  banking  businesses had its best quarter
ever,  combining  transactions  for many new  clients,  with  gratifying  repeat
business. Assets under management in the mutual funds and alternative investment
vehicles  have  increased  43 percent  since one year ago.  Our  mortgage-backed
strategy  has  performed  well  through a  somewhat  challenging  interest  rate
environment,  preserving capital, and continuing to return high teens returns on
equity.  Our merchant  banking  activities  have  continued  to achieve  returns
greater  than that of the  mortgage-backed  portfolio,  and we foresee  many new
opportunities to deploy new capital in this business.
     In addition to these accomplishments, this week we are scheduled to close a
$5 billion  commercial paper conduit called "Arlington  Funding" that will allow
us to officially fund warehouse lines of credit to various asset-backed issuers.
This conduit  would enable to us compete more  effectively  in the  asset-backed
securities  business  through  access to the commercial  paper market.  This new
vehicle is an addition to Georgetown Funding which funds our own mortgage-backed
portfolios  which  we  recently  increased  from $5  billion  to 12  billion  in
capacity.  This new capacity  would allow us to fund our entire  mortgage-backed
portfolio through this conduit.
     Now, I would like hand the call over to Eric Billings, who will discuss our
results in more detail, as well as our outlook for the future.

     Eric Billings, Co-Chairman and Co-CEO: Thank you, Manny. I would like to go
through each of the  different  businesses  and  underscore a few points that we
feel are important which may not be easily discernible in our numbers.
     As Manny  previously  stated,  this was one of our best investment  banking
quarters  ever,  and it  featured  some trends  which we really  think are worth
noting.
     We continue  to be ranked the number one  underwriter  of U.S.  equities in
terms of after-market  performance for the three quarters of 2004 as well as the
three- and five-year period ending September 30th, 2004.
     Additionally,  FBR is the number one ranked  book  running  manager of U.S.
small  capitalization  companies  (defined  as those with a market  capital of a
billion or under),  common  equity  capital  raises for the year to date through
9/30/04, and for the quarter, as well.
     Of the 17 common  equity  transactions  managed  during the third  quarter,
three were from our  technology,  media,  and telecom group;  six were financial
services; three were real estate-related;  three were from the energy group; and
two were  from the  diversified  industries  group,  demonstrating  the  growing
diversity of our business mix.
     Significantly, we are also steadily building our roster of frequent capital
issuers  who  should  become  the  base  for the  pipeline  in  future  periods.
Specifically,  we expect  approximately  half of our lead managed issuer clients
from the third quarter to initiate another capital  transaction  within the next
18 months.  We should also note that we have raised  approximately $4 billion in
24 lead managed transactions for repeat customers this year.
     During the third quarter,  FBR-led transactions totaling approximately $1.9
billion for issuers backed by six different  financial  sponsors such as private
equity or buyout  firms.  We  believe  that our recent  focus on this  important
client group represents a significant opportunity to expand our franchise in the
future.
     Our efforts to establish an  asset-backed  security  banking  business have
begun to bear  fruit.  In total,  during the  quarter we have led or co-led over
$1.4 billion of ABS transactions.
     Finally, we believe there is continuing trend toward capitalizing  mortgage
assets through a combination of investment  grade debt securities  issued in the
MBS and ABS markets and public equity for the  remaining  portion of the capital
structure.  The public equity  markets  represent an enormous  source of capital
which we  believe  ultimately  provides  the most  efficient  capital  for these
assets. When the proper leverage structure is applied,  these assets can provide
naturally  compounding and relatively stable earnings streams. We have seen this
trend in residential  and commercial  mortgages and believe it will continue for
some time in mortgage as well as other financial assets.
     Over the last few years, we have established  ourselves as a consistent top
10 underwriter of U.S. equities,  often leading in the specific  categories like
IPOs or small capitalization issues. One of our goals over the next few years is
to achieve a similar  position  in  secondary  commissions  where we believe our
market share is  substantially  less.  This will be harder to achieve because we
are not interested in competing for secondary volume based on commission levels,
but we do feel that we can improve our commission  dollars  significantly  as we
broaden  our  research  coverage  and  continue  to  strive to add value for our
accounts.
     In 2003, FBR increased its market share of  institutional  commissions more
than any other  firm,  leading us to  believe  that we can  continue  to achieve
significant  market  share  gains,  using this  disciplined  approach  in future
periods.  During the most recent quarter,  our efforts and results towards these
goals included:  agency commissions 41 percent greater than in the third quarter
of 2003;  September  commission  levels  significantly  exceeding July or August
levels.
     Our asset management business is beginning to see significant asset inflows
which we believe  is the result of our  long-term  track  record in both  mutual
funds and the alternative investment vehicles.
     Net inflows into our hedge funds totaled $63 million for the quarter, which
was among our best  quarters  ever where a new vehicle has not been opened.  Net
inflows into the mutual funds for the quarter exceeded $279 million.
     As we  mentioned  in the press  release,  two of our funds were named "best
performers" for the third quarter in their respective categories by Barron's. We
are optimistic that our investment  performance will continue to lead to growing
asset inflows in this business.
     Turning to our  principal  activities,  I will address our  mortgage-backed
securities  strategy  first.  The ROE in our MBS  strategy  for the  quarter was
approximately  18 percent.  Since the middle of June,  the  Federal  Reserve has
increased  short-term  rates by 75 basis  points,  impacting  our  funding  cost
including  hedging  during the quarter by about 23 basis  points.  Additionally,
medium-term  interest rates have not risen, leading to a flattening of the yield
curve. Consequently, the increase in funding cost has not been completely offset
by higher yields as CPRs have not materially slowed, either.
     Also during the quarter,  we have decreased  leverage and reallocated  some
capital from  prepayments to the merchant banking  business,  given the level of
attractive  opportunities we see in that business.  We feel the MBS strategy has
demonstrated  over the last year that even in difficult markets we will preserve
capital and achieve  strong ROEs. We continue to manage the MBS portfolio with a
neutral  interest  rate  bias and  reemphasize  that we feel our  strategy  will
perform well in many different environments.
     Our other long-term principal investing activities,  including our merchant
banking and other long-term investment portfolios,  returned outstanding results
again in the third quarter:  Approximately 25 percent on equity.  While realized
gains from this area were less than in the second  quarter,  it is  important to
note that returns from this  business will be volatile  quarter to quarter,  and
that we believe our merchant banking returns will continue their track record of
exceeding returns in the mortgage-backed  security portfolio into the future. We
currently  believe that the restructuring of the mortgage  origination  industry
from a one-time  gain-on-sale  model to a specialty finance lending model offers
some of the  most  compelling  values  we have  ever  seen  and are  hopeful  of
capitalizing further on this industry transition.
     During the first three  quarters  of this year,  and  particularly  in this
third  quarter,  we have been pleased with our ability to both invest our growth
for the future while reporting  growing record earnings in the current  periods.
We continue to focus on using our  investment  principles and discipline to grow
our businesses and provide outstanding total returns to shareholders.
     Thank  you,  and at this  time we  would  like  to  open  up the  call  for
questions.
     The Moderator:  At this time, I would like to remind everyone,  in order to
ask a question, please press star then the number one on your telephone key pad.
We will pause for just a moment to compile the Q&A roster.
     The first question comes from Todd Halky of Sandler O'Neill.
     Todd Halky, Sandler O'Niell: Great quarter on the capital markets business.
Just a couple of quick questions.  First on the investment banking pipeline, can
you just kind of give us an update on how that  pipeline is looking there during
the fourth  quarter?  It looks like just you have already done about three deals
and another one coming this week,  that  hopefully it looks like the pipeline is
still pretty strong, but if you could just comment on this.
     J. Rock Tonkel,  President and Head of Investment Banking: This is Rock. We
have completed three book-run  transactions in the  neighborhood of $750 million
thus far for the  quarter.  The  pipeline  as it exists  today has moved from in
excess of five billion which we stated at the end of the second  quarter,  to at
this point in excess of $10 billion  due, in large  part,  to one large  private
transaction.
     Todd Halky,  Sandler  O'Niell:  Great.  Can the mix of that be based on new
client versus existing clients currently in the pipeline? Is it the same 25/75?
     J. Rock Tonkel,  President and Head of Investment Banking: Well, I think we
said for the year it was about $4  billion  of total lead  managed  volume  with
repeat clients  against a total of about $9 billion book run, and I think that's
a fair mix going forward.
     Todd  Halky,  Sandler  O'Niell:  Okay.  And  then  on  this  spread  in the
portfolio,  we saw the decline in the overall portfolio.  We saw the contraction
in the spread, and we saw the pullback in the actual leverage. Can you just talk
about going forward,  and  specifically  in the fourth quarter as we look to the
current  period,  how you anticipate  managing that  business?  Are you going to
lever it up a little  bit,  or kind of what is your  expectations  for the first
quarter--fourth quarter on that business?
     Rick Hendrix,  Co-President and Chief Operating  Officer:  This is Rick. We
don't intend to lever up into potential Fed tightening. The market obviously has
one, well, really more than a few tightenings  priced in currently,  and you are
seeing some of that in our current funding cost. We are going to continue to run
leverage  between 9 and 11 times.  And to the  extent we  experience  additional
spread contraction,  we are going to have variable ROEs in that business,  which
is really the way we have always positioned that.
     Todd Halky,  Sandler  O'Niell:  Can you talk about the spread as you exited
the  quarter,  what level it was at?  Was it  significantly  different  from the
average?
     Rick Hendrix,  Co-President and Chief Operating Officer:  It was moderately
less than the  average  for the  quarter.  As I said,  the market has priced in,
continued tightening.  So, as you get closer to those Fed dates, the cost to put
on short-term  financing  moves up in advance of that.  But we have had 75 basis
points in increases so far. The hedges we have had on have  protected the spread
effectively,  and I think it's reasonable to expect, unless the market is wrong,
that we are going to have some  continuing  contraction  in the fourth  quarter.
Looking out beyond that is really difficult.
     Eric Billings,  Co-Chairman and Co-CEO:  Also,  again for knowledge,  as we
look at these things and as we have always maintained,  clearly one of our great
advantages,  we believe,  is our ability to allocate  capital at the margin from
the spread-based business to, for instance, the merchant banking portfolio.  And
as we stated over and over,  the  principle  that we utilize there is to measure
all investments against that spread-based  business because,  by definition,  we
have no credit risk there.  We have to achieve  higher  returns in our  judgment
over the next four--rolling four quarters. Clearly, as we see that spread coming
in a little bit,  we tend to  allocate  more  capital to that  merchant  banking
portfolio,  which we believe  certainly has historically  achieved  considerably
greater returns and give us the ability, we believe, to at least maintain levels
of historic returns and ROEs in that part of our business.
     Specifically  we  think,  for  instance--   obviously,   these  things  are
unknowable  until we get there,  but that many of the  investments we are making
will be dividend-paying companies, and we believe the return on these dividends,
in fact, could potentially  exceed the return on the spread-based  portfolios in
and of themselves.  And we also clearly believe we can achieve very  substantial
capital appreciation in these investments. Now, time will tell, but we have this
flexibility. We continue to utilize that and we hope to be very thoughtful about
it.
     Finally,  we  have  mentioned  in the  past,  remember  we  are  constantly
exploring  things like,  for instance,  are there ways for us to own, say, prime
mortgage assets where we would securitize fund them, and therefore substantially
eliminate  interest  rate  risk and  achieve  essentially  the same or, in fact,
higher ROEs.  In  addition,  for  instance,  are there ways for us to be able to
portfolio  nonprime  mortgage assets?  And while that does cause us to introduce
some  credit  risk,  we would do it  obviously  on a  balance  basis,  but again
eliminate  interest  rate  risk  in  that  part  of the  portfolio  and  achieve
considerably  higher  ROEs where we could  actually,  if we were to do that,  do
things like buy private mortgage insurance and take even the credit risk down to
very, very low levels, in our judgment.
     So,  these are things  that we  continue to always be looking to do, and in
the  totality  of all of that,  gives us great  confidence  and  optimism in our
ability to continue to achieve in different  environments very strong results in
the portfolio part of our business  while we are growing our investment  banking
and capital markets business, we think, very systematically.  And obviously,  as
you see vis-a-vis the growth in repeat business gives us somewhat of a geometric
effect--that's  probably  too strong of a word,  but clearly a growing base from
which to continue to grow those businesses.
     Todd Halky, Sandler O'Niell: And just to--thank you. And one final question
is, you have paid out, it looks like,  $1.14 in dividends  so far this year.  We
calculate  that, the REIT has earned  roughly $1.16 to $1.20,  depending on what
kind of expenses you are allocating to that segment of the business. That's what
I get a kind of feel for what the excess  earnings  in the REIT have been so far
to date in excess of that $1.14 that you paid out.
     Eric Billings, Co-Chairman and Co-CEO: We have excess earnings in the REIT.
Your  calculations  are in the  vicinity.  We don't  specifically  disclose  the
excess,  but we do have excess. And as you know, it is our intent to pay out any
excess in the form of a special  dividend,  but we really do want to leave  that
until we get there, and as you know, that is why we call it a "special dividend"
because  we are not  sure at  this  time  what it  would  be.  But our  business
continues to earn in excess of the dividend in that part of the business, and so
at the end of this  quarter  we will  pay  whatever  that is out in the  form of
excess special dividends.
     Todd Halky,  Sandler O'Niell:  Excellent.  Well, thank you very much, and a
great quarter.
     Eric Billings, Co-Chairman and Co-CEO: Thank you.
     The  Moderator:  The next  question  comes  from Mark  Alpert of  Centurion
Investments.
     Mark  Alpert,  Centurion  Investments:  This is Mark  Alpert.  A couple  of
questions.  So, the amortization on the portfolio was $24 million,  amortization
of the premium?
     Rick Hendrix, Co-President and Chief Operating Officer: Correct.
     Mark Alpert, Centurion Investments: What was it last quarter?
     Rick Hendrix,  Co-President and Chief Operating Officer:  Last quarter,  it
was almost $28 million.
     Mark Alpert, Centurion Investments:  But the payment rate, as you said, was
basically constant, right?
     Rick Hendrix, Co-President and Chief Operating Officer: Right.
     Mark Alpert,  Centurion  Investments:  So, what caused the  write-off  this
quarter?
     Rick  Hendrix,   Co-President  and  Chief  Operating  Officer:   Well,  the
amortization  is based on what the premium is going into the quarter,  again and
what our  estimates  of what  future CPRs are. We didn't get big changes in CPRs
during the quarter,  but the estimates  used to calculate the  amortization  was
slightly different quarter to quarter.
     In addition to that, we had, as you know, a lower balance at the end of the
quarter in September  than we did at June,  so we had a lower asset balance than
we were amortizing, as well.
     Mark Alpert, Centurion Investments:  Could you tell us what assumptions you
changed and what the change was?
     Rick Hendrix,  Co-President and Chief Operating Officer: The change was not
material.  It was a point or two of CPR. It was based on what our  estimates are
going forward.
     Mark Alpert, Centurion Investments: All right. I mean--so, how can we tell,
you know, where you stand at this point, going into the fourth quarter?
     Rick  Hendrix,  Co-President  and Chief  Operating  Officer:  Well, we have
unamortized  premium  at the end of the  third  quarter  of about  $193  million
against 10.9 billion of mortgage  assets--and  if you look at the  portfolio and
where it's running  today,  assume that whatever  assumptions  you want to make,
high  prepayments  or low  prepayments,  you  could  take a  percentage  of that
unamortized   premium  and  make  an  estimate  of  which   prepayment   premium
amortization would be in the fourth quarter.
     Eric Billings,  Co-Chairman and Co-CEO: But nothing overwhelmingly complex.
The CPRs continue to run in the high twenties, low thirties.  Obviously, as many
people  seem to  believe,  rates are going to  continue  to go up, and one would
logically  assume at least over time CPRs would tend to slow, and you could make
those  assumptions.  If you believe the  inverse,  then you might  expand  them.
Everybody can make their own adjustments.  But again, to be clear,  these things
are at the margin.
     Mark Alpert,  Centurion  Investments:  And--I don't  remember--what was the
unamortized premium last--three months ago?
     Rick Hendrix, Co-President and Chief Operating Officer: 220 million.
     Mark Alpert, Centurion Investments: On 12.9?
     Rick Hendrix,  Co-President  and Chief Operating  Officer:  On 12.3 billion
assets.
     Mark Alpert, Centurion Investments: Okay. And have you--I mean, have you--I
guess,  maybe I had thought that because of portfolio was  adjustable  rate, the
volatility  might not be as great as it seems to be. I mean,  have you looked to
see how this would have compared if you held, let's say, a fixed-rate  portfolio
that had some type of, you know, average coupon?
     Rick Hendrix, Co-President and Chief Operating Officer: Well, certainly, if
we held the fixed-rate portfolio, we would have had, you know, a somewhat higher
spreads,  although we would have had much higher premium amortization because of
the prepayment  rates on those  securities.  We also would have had much greater
changes in book value,  and in particular on the second  quarter as rates backed
up. You know,  this is a very low  volatility  strategy,  in our opinion,  and I
think that, the returns that it would generate would be demonstrating that.
     Emanuel "Manny" Friedman, Co-Chairman and Co-CEO: There was no virtually no
volatility  in  the  third  quarter.  Mark  Alpert,  Centurion  Investments:  No
volatility in what?
     Emanuel "Manny" Friedman, Co-Chairman and Co-CEO: Of the amortization.
     Mark Alpert,  Centurion  Investments:  Okay.  You mean  relative to payment
rates? Is that what you're saying?
     Rick Hendrix,  Co-President  and Chief Operating  Officer:  Right, and with
regard to the value of the portfolio itself.
     Mark Alpert, Centurion Investments: Okay. The other kind of question I had,
given that you had such a strong quarter in deals,  the  brokerage--the  trading
commissions weren't--fell.  There used to be a correlation, you know, when firms
did a lot of  underwritings.  There was a lot of  follow-up  trades in the after
market. Is that correlation no longer true?
     Eric  Billings,  Co-Chairman  and Co-CEO:  No, Mark. It is, to some degree,
true.  It is not a direct  linear  correlation,  but  clearly  that  part of our
business,  in fact,  continues to grow, and when looked at properly on a quarter
to quarter,  year to year type basis,  you could see that  growth  quite,  quite
strongly.  And I think as we  noted,  we  actually  grew  faster  than any other
company in the United  States in 2003,  and that  information  isn't out yet, it
won't be until '04 is over, but we believe we continued to have evidence of that
kind of activity.  Obviously, other things do affect it, though. July and August
tend to be very lethargic  months,  choppy  difficult  months,  and volumes were
lower. So, you will see that for any given month or even quarterly basis.
     Certainly,   though,   secondary  trading  tends  to  be  more  stable  and
predictable. One of the things that we are very optimistic about, though, is our
market share in capital markets,  investment  banking  specifically,  is that is
bigger, quite a bit bigger than our market share and secondary trading. Now, you
know we don't do soft dollars.  We don't trade without proper  compensation  for
the great research product that we provide to our clients, and we don't put huge
amounts of capital in essence buy business  because it is not  economic.  So, we
are never going to have a direct  correlation,  but we clearly  believe this, as
you continue to see the growth in capital investment banking activities, we will
see a strong  correlation  in growth in sales and  trading,  and we  continue to
believe that it is very, very powerfully  happening,  and so we are very excited
about that part of business.
     Mark  Alpert,  Centurion  Investments:  If I could  ask one last  question,
getting back to the portfolio, you said the hedges are continuing to work or are
working,  and I guess I wasn't  sure,  but does that mean that you thought  they
worked during the quarter, or that they are working now?
     Rick Hendrix,  Co-President and Chief Operating Officer:  Well, I would say
both.  We had an increase of 75 basis points in short rates  starting at the end
of the second  quarter,  and our cost of funds  changed  between  the second and
third quarter with 23 basis points.
     Mark Alpert,  Centurion  Investments:  Right, but also your portfolio yield
was also down, so that the total pressure was more like 40-odd basis points.  It
was 40-odd basis points.
     Rick Hendrix,  Co-President and Chief Operating Officer:  The other side of
that was on the assets yield, which was unrelated to the hedges.
     Eric Billings,  Co-Chairman and Co-CEO:  Absolutely right,  Mark, but as we
look at it, the portfolio is acting just as we would expect it to earn, where if
we earned north of an 18 percent  cash return on invested  equity which is very,
very  acceptable  to us, and all  things  being  equal,  nothing  happened  that
was--that we would described as unusual or  disappointing  at all, so I think in
that sense we  believe  the  totality  of the asset  liability  match is working
quite, quite well, from our perspective.
     Mark Alpert,  Centurion Investments:  And they did in the third quarter, in
our opinion?
     Emanuel "Manny" Friedman, Co-Chairman and Co-CEO: Yes.
        Mark Alpert, Centurion Investments: And they continue to do in the
fourth quarter, but that doesn't mean we couldn't see some additional margin
pressure, obviously.
     I guess I could ask it a different  way. What would the margin have been if
you didn't have hedges in the third quarter?
     Rick Hendrix,  Co-President and Chief Operating Officer: It would have been
different,  but obviously  when we put swaps on, we are taking higher costs than
at the time  that we put it in place,  so it  wouldn't  have  been  full  points
against the change in rate,  but I think it's safe to say that it was  somewhere
in the neighborhood of 20 basis points.
     Mark Alpert, Centurion Investments: Thank you. I asked too many questions.
     Eric Billings, Co-Chairman and Co-CEO: Thank you, Mark.
     The Moderator: Your next question comes from Richard Herr of KBW.
     Richard  Herr,  KBW: Hi, good  morning,  guys. I apologize if I missed this
earlier,  but have you disclosed what the unrealized  gains in the merchant bank
are currently?
     Rick Hendrix, Co-President and Chief Operating Officer: We did not disclose
specifically  what the  unrealized  gains are in the merchant  bank, but I could
tell you that at the end of September we had unrealized  gains of roughly 23 and
a half million  dollars,  and  obviously,  you know,  we hold the number of 144A
securities in that  portfolio that we keep at cost. If you add that to the 23.4,
it's more like $42 million.
     Richard Herr, KBW: Terrific.  And in terms of hedging,  did you--obviously,
with the expansion of the Georgetown  Funding,  have you changed anything of how
you're  thinking about hedging to your funding right now? Have you increased it?
I know last quarter we exited the quarter--around 50 percent of your hedging was
funding. Did you increase that, or has it been kind of the same?
     Rick  Hendrix,  Co-President  and  Chief  Operating  Officer:  We have  not
increased it, and we have not changed our view on how we do that.  And obviously
we kind of look at the opportunity and costs at all times as we look at hedging,
but we have made no changes in the third quarter.
     Eric Billings, Co-Chairman and Co-CEO: But do remember, though, that at the
margin we have greater  opportunities--as  we see in the merchant  banking,  for
instance,  and we allocate capital from the spread base to the merchant banking,
by  definition  that  which is rolling  off as the  unhedged  portion.  So, on a
proportional  basis,  we tend to have a higher  percentage of the portfolio that
ends up hedged  just by that  activity.  And again,  we do believe  that  that's
because it will give us higher  returns,  and has the effect of providing a form
of hedging, from our perspective.
     Richard Herr,  KBW: Okay.  So, I guess you had a 50 million  notional hedge
roll-off  in  July,  and I guess  with  the  prepayments  and  shrinking  of the
portfolio, you didn't renew that, that swap?
     Rick Hendrix,  Co-President and Chief Operating Officer: That's correct. In
fact,  that was a three-year  old swap that applied to some specific  securities
that we purchased  back during the FBR Asset days. So, no matter what would have
happened, we wouldn't have renewed that.
     Richard Herr,  KBW:  Okay. And the one that's coming up here, the 2 billion
and the 500 million in October,  have you already  rolled those over,  those two
swaps?
     Rick Hendrix, Co-President and Chief Operating Officer: We have not.
     Richard Herr,  KBW:  Okay. So, you're hedging maybe less than 50 percent at
this point over last quarter?
     Rick Hendrix,  Co-President and Chief Operating Officer: Yes. As I said, we
haven't  changed  our view on how we  hedged,  but when you look at the dates of
expiration on some of these hedges,  obviously  some expired  between the end of
the quarter, and we would not put new ones on to replace those.
     Eric Billings,  Co-Chairman and Co-CEO: But also remember this, guys: As we
said very  consistently  from the very  beginning,  we  looked  at the  economic
results of  potential  activities.  For  instance,  if the  anticipation  in the
capital markets is, for instance,  that the one-year  funding is going to be 245
today,  if it went to 280, for  instance,  by way of example,  the  economics of
putting that hedge on doesn't make any sense whatever.  The activity in the rate
world would have to be so bizarre and significant and instantaneous to have even
a neutral cash effect on running the portfolio. So, we do these things hopefully
with a thoughtful  perspective on maximizing the economic  returns we achieve in
the portfolio on a risk-adjusted basis.
     And so,  again it's  always a function of looking at the  economic  returns
that we can achieve versus all alternatives.  So, it's not purely mechanical. It
is hopefully very  thoughtful so we can achieve the highest return on investment
equity on a risk-adjusted basis.
     Richard Herr, KBW: Maybe you could help us out a little bit on that. I know
last  quarter  there was 191 basis  points,  and it was  artificially  depressed
because of pickup in prepayments,  and at the time we were speaking a little bit
on the call about how the longer term run rate could be around 220 basis points,
and at the time it was kind of spoken of that maybe the 191 was  sustainable  in
the shorter term. We are kind of down to 151, and I don't think we think we have
seen the full  impact of the three Fed rate hikes  last  quarter.  I mean,  what
could we see in the interest  expense line item this quarter and into next year?
Could we see another 23 or 25 basis point  increase in your funding  cost, or is
it going to be mitigated somewhat?
     Eric  Billings,  Co-Chairman  and Co-CEO:  Look, I think  what's  important
really at this point is you should  make that  judgment.  Everybody  should make
their own  judgments  on that based on what you  believe  rates will do. I think
what we are referring to, and I do think it's an important  sort of idea to have
an  understanding  of our simple  observation  is that the nature of  short-term
adjustable rate assets have a contractual ability and natural movement to adjust
the 225 basis points off the one-year  treasury.  Whenever  rates stop going up,
then all of the assets will tend to that spread  again,  and it's a very natural
process  that is always  going on. So, if rates are going up for  another  three
quarters or four quarters,  then that process will mitigate quite  hopefully the
potential  flattening of the spread.  And then when they stop going up, then you
get a  tendency  for  that  spread  to widen  back out to that 200 to 225  basis
points,  and that's sort of the natural  process of short-term  rate  adjustable
portfolios.
     We don't  particularly  make guesstimates on the process of that. We simply
observe  that if you think  about  over a hundred  percent  of the time,  in our
judgment,  something  in the low to mid 90 percent of the time,  this  portfolio
will  achieve  high teens to 20--low 20 percent,  24-5  percent  cash returns on
equity.  The other six, five to ten percent of the time, it will achieve returns
more to that or returns south of that. But the vast majority of the time it will
achieve  these  returns.  We take no  credit  risk in the  portfolio.  These are
extraordinarily  acceptable returns to us on a risk-adjusted basis at all times.
And  really  beyond  that,  it's  impossible  to  predict  and not  particularly
meaningful to us.
     Richard  Herr,  KBW:  That's  helpful.  And just in terms of  strategically
thinking about the REIT,  obviously you spoke a little bit about  de-emphasizing
the mortgage-backed  securities  portfolio and adding the merchant bank as there
are better  returns there right now. Can we continue to expect to see that in Q4
and into '05, and what does that mean for your dividend?
     Eric  Billings,  Co-Chairman  and  Co-CEO:  Well,  again,  it's a  marginal
consideration  for us,  where we see our  current  returns  in our  spread-based
business as measured against on a risk-adjusted  basis the returns we believe on
a rolling fourth quarter basis we will achieve in our equity allocations, versus
for instance the merchant bank  portfolio.  We  definitely  believe today in the
environment  we are in that our ability to achieve higher return than we will in
the spread based business exists, and that is because we believe the opportunity
to invest our capital in equities in the merchant side which provide significant
dividends, and we believe very substantial capital appreciation will give us the
ability to achieve very acceptable returns on a go-forward quarter basis. All of
that  activity  is in the REIT;  therefore,  we don't  believe it would have any
negative  effect on the REIT  earnings/dividends.  In fact,  at the  margin,  if
anything, we obviously believe quite the contrary, but obviously time will tell.
     Emanuel "Manny" Friedman,  Co-Chairman and Co-CEO: As we mentioned earlier,
many our merchant banking investments have dividends that are equal to or higher
than the mortgage-backed portfolios.
     Richard  Herr,  KBW:  Thank you very  much.  Nice  quarter  in a  difficult
environment.
     Eric Billings, Co-Chairman and Co-CEO: Thanks very much.
     The  Moderator:  The next  question  from  Justin  Hughes  of  Philadelphia
Financial.
     Justin Hughes,  Philadelphia  Financial:  Good morning.  I just want to ask
about the book value. It was flat quarter to quarter, and so it looks like there
was a small markdown in the book.  And given what rates did in the quarter,  the
long was down a little bit, two year was about flat,  I'm  surprised you had the
negative mark. Am I looking at the right rates?
     Rick Hendrix,  Co-President and Chief Operating  Officer: I have got a book
value  going from $8.59 at the end of the second  quarter to $9.26 at end of the
third  quarter,  so I have actually got an increase by $0.67.  Part of that is a
reduction in the  negative  accumulated  other  comprehensive  income,  which is
appreciation essentially in a mortgage-backed  portfolio and equities portfolio,
and part of that is retained earnings from a subsidiary.
     Eric  Billings,  Co-Chairman  and Co-CEO:  What we would  stress is that we
would look at the portfolio from an economic  perspective,  whereby  because the
nature of these assets are government-backed  short term in duration, the markup
and the markdown of these assets to us are  immaterial,  and we look at our book
value in absence of that.  And our actual  book value in absence of those  marks
would be about $9.50 today, $9.52, and it has shown a very consistent growth, in
fact, by definition  that we earn about $30 million,  $32 million in the capital
markets  platform,  and that grows our book value on a quarterly basis in and of
itself. And the mark-to-market on these short-term adjustable rate assets, since
we hold the maturity  and get our cash back a hundred  percent or they adjust up
in coupon making them at least market-priced  assets are not relevant,  from our
perspective.
     So,  the  real  true  core  book  value of our  company  is  growing  quite
systematically on a quarter-to-quarter  basis, and that is what we can deploy in
capital to increase the returns on invested equity as we grow our business. And,
therefore,  it is the important number to look at from an economic  perspective,
and that continues to grow very steadily.
     Justin  Hughes,  Philadelphia  Financial:  Okay.  I'm looking at book value
$9.26 that says year end to date--I  see, I was looking at year to date in third
quarter. That's why I thought it was flat.
     Last question,  you said there was the increase,  the large increase in the
pipeline  from one private  transaction.  Is that going to be 144A  offering and
then later stepped up into an IPO?
     J. Rock Tonkel,  President and Head of Investment  Banking:  It's a private
transaction,  we don't talk about individual  deals. I said it's a large private
transaction, and that's really all I could say.
     Justin Hughes, Philadelphia Financial: Thank you.
     Eric Billings, Co-Chairman and Co-CEO: Thanks very much.
     The Moderator: Next question comes from Joe Steven of Stifel, Nicholas. Joe
Stieven,  Stifel, Nicholas: Hi, guys, first of all, good quarter. A number of my
questions,  I think,  have been  answered  or maybe beat to death,  but two easy
ones. First of all,I was just trying to go through my calculations. Can you give
us your weighted  average coupon on the MBS portfolio  right now? That shouldn't
be too hard. That's number one. Number two, for modeling, can we get your termed
repricing of your borrowings on both the repos and the commercial paper?
     Rick Hendrix,  Co-President  and Chief  Operating  Officer:  Yeah,  Joe,the
weighted  average coupon at the end of September was 3.90, and the average dates
to roll on the funding, including the hedges, is about 45 days.
     Justin Hughes,  Philadelphia Financial: And I guess, Rick, with that, there
I mean, can you talk about--
     Rick Hendrix,  Co-President and Chief Operating  Officer:  No, Joe, it's 73
days.
     Justin  Hughes,  Philadelphia  Financial:  Because I don't have my notes in
front of me,  what was that as of the end of the last  quarter?  I could go back
and look.
     Rick Hendrix, Co-President and Chief Operating Officer: 109 days.
     Justin Hughes, Philadelphia Financial: It shortened up a little bit. That's
what I thought.
     Any thought of linking that out at all, or what are your thoughts there?
     Rick Hendrix,  Co-President and Chief Operating Officer:  Again, we haven't
changed  our view on the  timing of and the  amount of the type of swaps that we
would put in place,  but as Eric went through  earlier--and I think you remember
this from following the portfolio for quite a while now--when we basically can't
make a case  that we are  going  to be  economically  better  off  with the swap
because  the market has priced in such  aggressive  increases  over a short time
frame,  we don't think it makes a lot of sense to go ahead and extend it at that
point in time. So, we make those judgments on a regular basis. When we had 5 and
a half billion  million in swaps on, most of those were put on in a fairly tight
time  frame,  we  thought  it made a lot of sense to do so, and I think that the
performance  of third  quarter  was borne out that  those  were good  investment
decisions.  When we find  ourselves in an environment  like that again,  we will
extend the funding, but we not going to do it mechanically.
     Justin Hughes, Philadelphia Financial: Thank you. Good quarter, guys.
     The  Moderator:  The next question is from Mark Patterson of NWQ Investment
Management.
     Mark Patterson,  NWQ Investment  Management:  Hi, a couple of housecleaning
questions first. The average leverage on the MBS portfolio in the quarter versus
the 10.1 last quarter?
     Rick  Hendrix,  Co-President  and  Chief  Operating  Officer:  The  average
leverage in the quarter was slightly higher. It was about 10.2.
     Mark  Patterson,  NWQ  Investment  Management:   Okay.  And  on  the  other
comprehensive  income  that was reduced  down to negative 45 million,  could you
provide a breakdown between the MBS and the taxable marketable securities in the
other categories like you had before?
     Rick Hendrix,  Co-President and Chief Operating Officer: Yes. At the end of
September,  we had negative OCI within the MBS portfolio of about 77 million. We
had positive equities,  as we mentioned earlier,  of about 23. That excludes the
$19 million from the 144A that we carry in cost.
     Mark Patterson, NWQ Investment Management: Okay.
     Rick Hendrix, Co-President and Chief Operating Officer: And the balance are
small pieces related to a variety of other assets.  The biggest piece of that is
the  valuation  of swaps at the end of  September,  which  was  about 6  million
positive. So, that gives you the negative 45.
     Mark  Patterson,  NWQ  Investment  Management:  Because I think Eric made a
comment about it just a couple of questions  ago, but with regard to book value,
I think normally as the way you guys look at it economically as a business model
was to set negative 77 million on the MBS is not  something  that you  consider,
and that would actually point the adjusted book value to $9.72 versus $9.49 last
quarter.
     Rick Hendrix,  Co-President  and Chief  Operating  Officer:  That's exactly
right.
     Mark Patterson,  NWQ Investment  Management:  Okay. I think I had something
else here.
     The rule of thumb on your expenses on the qualified  REIT, is that--I'm not
sure you have ever given that.  Is that $5 million or three  cents or  something
like that for third quarter?
     Rick Hendrix,  Co-President and Chief Operating Officer: Well, you have got
a variable component in there, as well. When we look at it--
     Mark Patterson,  NWQ Investment  Management:  Is that kind of like on a $10
billion portfolio?
     Rick Hendrix,  Co-President and Chief Operating Officer: Again, I think the
easy way to look at it, Mark, is to assume roughly 10 percent  expenses  against
net income in that part of their pre-tax, pre-expense income in that part of the
business.
     Mark Patterson,  NWQ Investment Management:  Great. It just seems like last
quarter  you  guys  fielded  a lot of  questions  about  weaker  results  in the
investment  bank on the broker line,  and now the call has been loaded with some
questions  about  the MBS,  but it seems to me that  just  shows  that the model
should be commended--the model is working.
     Emanuel "Manny" Friedman, Co-Chairman and Co-CEO: Great.
     Mark Patterson, NWQ Investment Management: I appreciate that.
     Eric Billings,  Co-Chairman and Co-CEO: It's a great observation, Mark, and
we clearly do believe  that's the case, and actually we hope that it's clear for
people to see and understand that.
     The Moderator: The next question comes from Thomas Stephens of SAC.
     Thomas  Stephens,  SAC:  Good  morning.  I see that the model is working as
well, so  congratulations.  Just briefly,  I just want to hear you talk a little
bit philosophically  about the capital adequacy of the firm and your appetite to
buy back stock,  and you guys have talked in the past about your  philosophy  in
terms of when it is and when it isn't the proper time to raise equity.  In light
of the current environment, in principal investing in the opportunities that are
there,  how does  that  change  or how does  that  affect  that  decision-making
process? Thank you.
     Eric Billings,  Co-Chairman and Co-CEO:  Thank you. We basically,  first of
all, from a capital adequacy,  we clearly believe that we have very, very strong
capital position as a company. And I know as many of you know, first of all, the
only  leverage  we deploy in the  company is  against to date  government-backed
short-term  adjustable  rate assets where we take no true credit risk.  We don't
leverage any other part of the company.
     From a leverage perspective,  about six and a half times leverage where all
that leverage is against  government-backed  short-term  assets to be contrasted
with the average quote capital  markets company in the United States is 25 times
leverage and has end-of-quarter leverage as high as 35 times. We do believe that
it appears extremely favorably.
     As it relates to the question  about  buying back stock and/or  accretively
raising  capital,  you know--I  mean,  the key for us is we look at these things
hopefully very, very thoughtfully and we look at everything so that the marginal
allocation of capital in the form of, for instance,  buying back stock,  we look
at that  judgment to acquire  stock in lieu of our  opportunities  to  otherwise
invest that capital,  for instance,  in the merchant  banking or spread base. We
look  at that on an out  three-year  basis  present  valued  back to the  future
earnings  stream we could get.  If we believe the return is higher by buying our
stock,  we would most certainly buy our stock back. As some of you may remember,
in FBR  Asset,  one of the  predecessor  companies  before  we  merged  the  two
companies,  there  was a period  of time  when we  actually  shrunk  the  shares
outstanding  in that company  from 10.3 to three and a half  million  shares and
took the capital of the company at the time down from $210 to $85 million.
     So, believe us, when we think these opportunities  present  themselves,  we
would aggressively move if that were our highest risk adjusted return.
     Simultaneously,  when we look to raise  capital,  again,  very important to
remember we are a deeply advantaged company, we believe, in the following sense:
The ability to raise capital isn't so difficult for companies.  What's difficult
is deploying the capital on an accretive basis. Our great advantage, we believe,
is that in our  areas  of  capital  allocations  particularly  to  spread  based
mortgage-backed securities area and our merchant banking area have enormous size
of opportunity,  and we have the ability to raise  potentially  capital,  deploy
that  capital on a very  accretive  basis,  and add to the  earning,  add to the
dividends,  add to the  tangible  book value the company,  add to the  intrinsic
value  of the  company,  and we try to  opportunistically  do that  when  that's
available to us, and we deploy the same kind of analysis to make that  judgment.
And so, knock on wood we will have opportunities to do these things hopefully to
continue to add value to the totality of the company.
     Emanuel "Manny" Friedman, Co-Chairman and Co-CEO: We have $1.540 billion of
tangible capital which is a huge equity basis, and we are--the  employees of FBR
are huge  shareholders,  so obviously we are  extremely  sensitive to the issues
Eric just went through.
     The  Moderator:  Your next  question  comes from  Steve  Emerson of Emerson
Investment Group.
     Steven Emerson, Emerson Investment Group: First of all, I would like to add
my  congratulations to a job very well down, proving that this model works, even
in a less advantageous leveraged mortgage environment.
     Can you  give us some  kind of  color  as to  industry  breakdown  on the 5
billion to 10 billion pipeline of potential deals that you have?
     J. Rock  Tonkel,  President  and Head of  Investment  Banking:  Sure.  It's
about--just  under 50 percent of the  engagements  in that pipeline are non--not
financial or real estate-related, and that crosses over the energy segment where
we have made great progress in building the franchise,  particularly in the wake
of the Consol  transaction which you may be familiar with, which is collectively
a billion-four private and along with the broader extension of the FBR franchise
has  really  begun to have a  significant  impact in the energy  space,  and the
technology and growth areas continue to grow in the number of engagements across
healthcare,  software,  hardware,  services,  et cetera,  with a whole series of
advisory assignments across these industries.
     The   diversified    industries    area,   which   crosses   over   between
government-related  entities,  service companies and industrial  companies,  has
grown as well. So, each of these areas have--are  seeing  significant  growth in
development of the franchise.
     And I would add one more  point,  which is a very--we  mentioned  it in the
script, in our points, which was the expansion of the financial  sponsor/private
equity franchise. That is an area that we really had not put any great amount of
focus into  historically,  and I suspect that in this year 2004 we will see more
than one hundred million dollars of revenue in the financial  sponsors  universe
and meaningful growth in that franchise going forward.  Our ability to penetrate
that group as well as larger companies is really bearing out in the expansion of
our  franchise  due to the  visibility of our company,  the  credibility  of our
company from its combined performance overall, the league table rankings and the
consistency of our after-market performance. Those things all taken together are
creating  what we think is a very rapid  expansion in the banking  franchise and
the overall  firm's  franchise,  and that's  bearing  itself out directly in the
investment banking pipeline.
     Eric Billings, Co-Chairman and Co-CEO: Steve, a number of transactions last
quarter, as you noticed, was roughly 50/50 financial and real estate, 50 percent
in all others,  and that is the number of  transactions.  The capital rate split
was about  75/25,  but clearly the growth in the other areas is greater than the
growth in, say, real estate certainly coming from a smaller base for sure, but I
think all of these trends bode very positively.
     Steve Emerson, Emerson Investment Group: Excellent. Thank you.
     Eric Billings, Co-Chairman and Co-CEO: Thanks, Steve.
     The  Moderator:  Once again,  if you would like to ask a  question,  please
press star and number one on your  telephone  key pad. The next  question  comes
from Richard Herr.
     Richard  Herr,  KBW: I'm sorry,  just one follow-up  question.  Just On the
pipeline,  I guess the  caller  just  prior to me said,  is that  true,  5 to 10
billion?
     J. Rock Tonkel,  President and Head of Investment Banking: The pipeline has
expanded  from  excess of five to  excess  of 10 due in large  part to one large
private transaction.
     Richard  Herr,  KBW:  Oh,  okay.  Am I correct in saying you have about 1.9
billion publicly filed?
     J. Rock Tonkel, President and Head of Investment Banking: Say that again.
     Richard Herr,  KBW: I said, am I correct in saying that your publicly filed
pipeline is about 1.9 billion?
     J. Rock Tonkel, President and Head of Investment Banking: You know, I can't
say,  Richard,  I don't  have that  exact  number in front of me,  but I believe
that's about right.
     Richard Herr, KBW: Thank you very much.
     The  Moderator:  At  this  time,  there  are  no  further  questions.   Mr.
Harrington, are there any closing remarks?
     Eric Billings, Co-Chairman and Co-CEO: No, but thank you all very much. And
go, Red Sox.
     The Moderator:  This concludes Friedman,  Billings, Ramsey conference call.
You may disconnect.