
<PAGE>

    
                                                              Exhibit 99.1     
================================================================================
Box 1                    DESCRIPTION OF ORIGINAL NOTES
--------------------------------------------------------------------------------
           (1)                               (2)            (3)          (4)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
        
    
                                    FORM OF
                             LETTER OF TRANSMITTAL
                             To Tender for Exchange
                   11 1/8% Senior Subordinated Notes due 2006      
                                       of
                               Pierce Leahy Corp.
              Pursuant to the Prospectus dated _____________, 1996

================================================================================
 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
 CITY TIME, ON               , 1996 (THE "EXPIRATION DATE"), UNLESS THE
 EXCHANGE OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL
 MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS
 MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
 EXPIRATION DATE.
================================================================================

                             The Exchange Agent is:

                    United States Trust Company of New York

             By Facsimile:                     By Overnight Courier:
             (212) 420-6152           United States Trust Company of New York
   (For Eligible Institutions Only)           770 Broadway, 13th Floor
                                                 New York, NY 10003
         Confirm by Telephone:         Attention:  Corporate Trust Services
            (800) 548-6565                         Window
 
                By Hand:                                 By Mail:
United States Trust Company of New York  (insured or registered recommended)
       111 Broadway, Lower Level         United States Trust Company of New York
          New York, NY 10006                           P.O. Box 843
      Attention:  Corporate Trust                  Peter Cooper Station
                                                    New York, NY 10276
                                                Attention:  Corporate Trust


     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

     The undersigned acknowledges receipt of the Prospectus dated ____________,
1996 (the "Prospectus"), of Pierce Leahy Corp., a New York corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together with the Prospectus constitutes the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 11 1/8% Senior Subordinated
Notes due 2006 (the "Exchange Notes") for each $1,000 principal amount of its
outstanding 11 1/8% Senior Subordinated Notes due 2006 (the "Original Notes").
Recipients of the Prospectus should read the requirements described in such
Prospectus with respect to eligibility to participate in the Exchange Offer.
Capitalized terms used but not defined herein have the meaning given to them in
the Prospectus.
<PAGE>
 
     The undersigned hereby tenders the Original Notes described in the box
entitled "Description of Original Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered owner of all the Original Notes and the
undersigned represents that it has received from each beneficial owner of
Original Notes ("Beneficial Owners") a duly completed and executed form of
"Instruction to Registered Holder from Beneficial Owner" accompanying this
Letter of Transmittal, instructing the undersigned to take the action described
in this Letter of Transmittal.

     This Letter of Transmittal is to be used by a holder of Original Notes (i)
if certificates representing Original Notes are to be forwarded herewith, (ii)
if delivery of Original Notes is to be made by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures set forth in the section of the Prospectus entitled "The Exchange
Offer--Procedures for Tendering," or (iii) if a tender is made pursuant to the
guaranteed delivery procedures in the section of the Prospectus entitled "The
Exchange Offer--Guaranteed Delivery Procedures."

     The undersigned hereby represents and warrants that the information
received from the beneficial owners is accurately reflected in the boxes
entitled "Beneficial Owner(s)--Purchaser Status" and "Beneficial Owner(s)--
Residence."

     Any beneficial owner whose Original Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Original Notes promptly and
instruct such registered holder of Original Notes to tender on behalf of the
beneficial owner. If such beneficial owner wishes to tender on its own behalf,
such beneficial owner must, prior to completing and executing this Letter of
Transmittal and delivering its Original Notes, either make appropriate
arrangements to register ownership of the Original Notes in such beneficial
owner's name or obtain a properly completed assignment from the registered
holder of Original Notes. The transfer of record ownership may take considerable
time.

     In order to properly complete this Letter of Transmittal, a holder of
Original Notes must (i) complete the box entitled "Description of Original
Notes," (ii) complete the boxes entitled "Beneficial Owner(s)--Purchaser Status"
and "Beneficial Owner(s)--Residence," (iii) if appropriate, check and complete
the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance
Instructions and Special Delivery Instructions, (iv) sign the Letter of
Transmittal by completing the box entitled "Sign Here" and (v) complete the
Substitute Form W-9. Each holder of Original Notes should carefully read the
detailed instructions below prior to completing the Letter of Transmittal.

     Holders of Original Notes who desire to tender their Original Notes for
exchange and (i) whose Original Notes are not immediately available, (ii) who
cannot deliver their Original Notes and all other documents required hereby to
the Exchange Agent on or prior to the Expiration Date or (iii) who are unable to
complete the procedure for book-entry transfer on a timely basis, must tender
the Original Notes pursuant to the guaranteed delivery procedures set forth in
the section of the Prospectus entitled "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2.

     Holders of Original Notes who wish to tender their Original Notes for
exchange must complete columns (1) through (3) in Box 1 below entitled
"Description of Original Notes," complete the applicable boxes below Box 1 and
sign Box 6 below entitled "Sign Here." If only columns (1) through (3) of Box 1
are completed, such holder of Original Notes will have tendered for exchange all
Original Notes listed in column (3) of Box 1.  If the holder of Original Notes
wishes to tender for exchange less than all of such Original Notes, column (4)
of Box 1 must be completed in full. In such case, please refer to Instruction 5.
<PAGE>
 
================================================================================
Box 1                 DESCRIPTION OF ORIGINAL NOTES
--------------------------------------------------------------------------------
           (1)                    (2)                (3)              (4)
 
                             Original Note        Aggregate         Principal
Name(s) and Address(es) of     Number(s)          Principal          Amount
 Registered Holder(s) of     (Attach signed        Amount         Tendered For
Original Note(s), exactly      Additional       Represented by      Exchange
 as name(s) appear(s) on        List if         Certificate(s)1      (must
      Original Note            necessary)                            be in
     Certificate(s)                                                 integral
(Please fill in, if blank)                                        multiples of
                                                                    $1,000)2
--------------------------------------------------------------------------------
 
                            ----------------------------------------------------
 
                            ----------------------------------------------------
 
                            ----------------------------------------------------
 
                            ----------------------------------------------------
 
                            ----------------------------------------------------
 
                            ----------------------------------------------------
 
                            ----------------------------------------------------
 
                            ----------------------------------------------------
 
================================================================================

/1/  Unless otherwise indicated in the column "Principal Amount Tendered For
     Exchange," any tendering Holder of Original Notes will be deemed to have
     tendered the entire aggregate principal amount represented by the column
     labelled "Aggregate Principal Amount Represented by Certificate(s)."

/2/  The minimum permitted tender is $1,000 in principal amount of Original
     Notes, and all tenders must be integral multiples of $1,000 principal
     amount of Original Notes.

[_]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

[_]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
     DEFINED) ONLY):

     Name of Tendering Institution:
                                         ----------------------------------
     Account Number:
                                         ----------------------------------
     Transaction Code Number:
                                         ----------------------------------
<PAGE>
 
[_]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING
     (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

     Name of Registered Holder of Original Note(s):
                                                            --------------------
                                                     
     Date of Execution of Notice of Guaranteed Delivery:
                                                            --------------------

     Window Ticket Number (if available):
                                                            --------------------

     Name of Institution which Guaranteed Deliver:
                                                            --------------------

     Account Number (if delivered by book-entry transfer):
                                                            --------------------

[_]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

     Name:     
               -------------------------
     Address:  
               -------------------------

               -------------------------
<PAGE>
 
================================================================================
Box 2                                                                      
                        SPECIAL ISSUANCE INSTRUCTIONS 
                       (See Instructions 1, 6, 7 and 8) 

  To be completed ONLY (i) if the Exchange Notes issued in exchange for Original
Notes, certificates for Original Notes in a principal amount not exchanged for
Exchange Notes, or Original Notes (if any) not tendered for exchange, are to be
issued in the name of someone other than the undersigned or (ii) if Original
Notes tendered by book-entry transfer which are not exchanged are to be returned
by credit to an account maintained at DTC.   

                                                                           
Issue to:                                                                  
                                                                           
 Name                                                                      
     ---------------------------------------------------------------------------
                              (Please Print)    
                                                                           
 Address                                                                   
        ------------------------------------------------------------------------
                                                                           
--------------------------------------------------------------------------------
                                                                           
--------------------------------------------------------------------------------
                              (Include Zip Code) 
                                                                           
                                                                           
--------------------------------------------------------------------------------
                 (Tax Identification or Social Security No.) 
 
  Credit Original Notes not exchanged and delivered by book-entry transfer
to DTC account set forth below:
 
--------------------------------------------------------------------------------
                               (Account Number)

 Box 3                                   
                      SPECIAL DELIVERY INSTRUCTIONS     
                      (See Instructions 1, 6, 7 and 8)   
                                         
  To be completed ONLY if the Exchange Notes issued in exchange for Original
 Notes, certificates for Original notes in a principal amount not exchanged for
 Exchange Notes, or Original Notes (if any) not tendered for exchange, are to be
 mailed or delivered (i) to someone other than the undersigned or (ii) to the
 undersigned at an address other than the address shown below the undersigned's
 signature.                                         
 Mail or delivered to:                   
                                         
  Name                                   
       -------------------------------------------------------------------------
                           (Please Print)           
                                         
  Address                                
         -----------------------------------------------------------------------
                                         
 -------------------------------------------------------------------------------
                                         
 -------------------------------------------------------------------------------
                        (Include Zip Code)            
                                         
 -------------------------------------------------------------------------------
                  (Tax Identification or Social Security No.)
                                         
================================================================================
<PAGE>
 
<TABLE> 
<CAPTION> 

====================================================================================================================================
 Box 4                                  BENEFICIAL OWNER(S) - RESIDENCE
------------------------------------------------------------------------------------------------------------------------------------
 State of Domicile/Principal Place of Business of Each                        Principal Amount of Original Notes
          Beneficial Owner of Original Notes                                Held for Account of Beneficial Owner(s)
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                         <C>
------------------------------------------------------------------------------------------------------------------------------------

 
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


====================================================================================================================================


<CAPTION> 
====================================================================================================================================
Box 5                                        BENEFICIAL OWNER(S) - PURCHASER STATUS
------------------------------------------------------------------------------------------------------------------------------------

The beneficial owner of each of the Original Notes described herein is (check the box that applies):
<C>     <S>   
[_]     A "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act of 1933 (the "Securities Act"))
 
[_]     An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
 
[_]     A non "U.S. person" (as defined in Regulation S of the Securities Act) that purchased the Original Notes outside the United
        States in accordance with Rule 904 under the Securities Act
 
[_]     Other (describe)
                        ------------------------------------------------------------------------------------------------------------


        ----------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================

</TABLE> 
<PAGE>
 
                       SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Pursuant to the offer by Pierce Leahy Corp., a New York corporation
(the "Company"), upon the terms and subject to the conditions set forth in the
Prospectus dated _________________, 1996 (the "Prospectus") and this Letter of
Transmittal (the "Letter of Transmittal"), which together with the Prospectus
constitutes the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 11 1/8% Senior Subordinated Notes due 2006 (the
"Exchange Notes") for each $1,000 principal amount of its outstanding 11 1/8%
Senior Subordinated Notes due 2006 (the "Original Notes"), the undersigned
hereby tenders to the Company for exchange the Original Notes indicated above.

        By executing this Letter of Transmittal and subject to and effective
upon acceptance for exchange of the Original Notes tendered for exchange
herewith, the undersigned will have irrevocably sold, assigned, transferred and
exchanged, to the Company, all right, title and interest in, to and under all of
the Original Notes tendered for exchange hereby, and hereby will have appointed
the Exchange Agent as the true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as agent of the Company) of such
holder of Original Notes with respect to such Original Notes, with full power of
substitution to (i) deliver certificates representing such Original Notes, or
transfer ownership of such Original Notes on the account books maintained by DTC
(together, in any such case, with all accompanying evidences of transfer and
authenticity), to the Company, (ii) present and deliver such Original Notes for
transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights and incidents of beneficial ownership with respect
to such Original Notes, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that (i) the
undersigned is the owner, (ii) has a net long position within the meaning of
Rule 14e-4 under the Securities Exchange Act as amended ("Rule 14e-4") equal to
or greater than the principal amount of Original Notes tendered hereby, (iii)
the tender of such Original Notes complies with Rule 14e-4 (to the extent that
Rule 14e-4 is applicable to such exchange), (iv) the undersigned has full power
and authority to tender, exchange, assign and transfer the Original Notes and
(v) that when such Original Notes are accepted for exchange by the Company, the
Company will acquire good and marketable title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claims. The undersigned will, upon receipt, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Original
Notes tendered for exchange hereby.

        The undersigned hereby further represents to the Company that (i) the
Exchange Notes to be acquired by the undersigned in exchange for the Original
Notes tendered hereby and any beneficial owner(s) of such Original Notes in
connection with the Exchange Offer will be acquired by the undersigned and such
beneficial owner(s) in the ordinary course of business of the undersigned, (ii)
the undersigned (if not a broker-dealer referred to in the last sentence of this
paragraph) are not participating and do not intend to participate in the
distribution of the Exchange Notes, (iii) the undersigned have no arrangement or
understanding with any person to participate in the distribution of the Exchange
Notes, (iv) the undersigned and each beneficial owner acknowledge and agree that
any person participating in the Exchange Offer for the purpose of distributing
the Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on the
position of the staff of the Commission set forth in certain no-action letters,
(v) the undersigned and each beneficial owner understand that a secondary resale
transaction described in clause (iv) above should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (vi) neither the undersigned
<PAGE>
 
nor any beneficial owner is an "affiliate" of the Company, as defined under Rule
405 under the Securities Act. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Original Notes that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes received in respect of such Original Notes pursuant to the
Exchange Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

        For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Original Notes,
if, as and when the Company gives oral or written notice thereof to the Exchange
Agent. Tenders of Original Notes for exchange may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus. Any Original Notes tendered by
the undersigned and not accepted for exchange will be returned to the
undersigned at the address set forth above unless otherwise indicated in Box 3
above entitled "Special Delivery Instructions" as promptly as practicable after
the Expiration Date.

        The undersigned acknowledges that the Company's acceptance of Original
Notes validly tendered for exchange pursuant to any one of the procedures
described in the section of the Prospectus entitled "The Exchange Offer" and in
the instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer.

        Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Original Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in Box 3 above
entitled "Special Delivery Instructions," please mail any certificates for
Original Notes not tendered or exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s).

        In the event that both Boxes 2 and 3, "Special Issuance Instructions"
and "Special Delivery Instructions," are completed, please issue the
certificates representing the Exchange Notes issued in exchange for the Original
Notes accepted for exchange in the name(s) of, and return any Original Notes not
tendered for exchange or not exchanged to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Original Notes from the name of the holder of Original Note(s) thereof if
the Company does not accept for exchange any of the Original Notes so tendered
for exchange or if such transfer would not be in compliance with any transfer
restrictions applicable to such Original Note(s).
<PAGE>
 
        In order to validly tender Original Notes for exchange, holders of
Original Notes must complete, execute, and deliver this Letter of Transmittal.

        Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death, incapacity, or dissolution of
the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned.  Except as otherwise stated in the Prospectus, this tender for
exchange of Original Notes is irrevocable.


================================================================================
Box 6                             SIGN HERE
 
--------------------------------------------------------------------------------
                          (Signature(s) of Owner(s))
 
Date:                , 1996
 
  Must be signed by the registered holder(s) of Original Notes exactly as
name(s) appear(s) on certificate(s) representing the Original Notes or on a
security position listing or by person(s) authorized to become registered
Original Note holder(s) by certificates and documents transmitted herewith. If
signature is by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or other acting in a fiduciary or representative
capacity, please provide the following information. (See Instruction 6).
 
Name(s):
        ------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
 

--------------------------------------------------------------------------------
                                (Please Print)
 
Capacity (full title):
                      ----------------------------------------------------------
 
--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------

Address:
        ------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                              (Include Zip Code)
 
================================================================================
<PAGE>
 
================================================================================

Principal place of business (if different from address listed above):
                                                                     -----------

--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                              (Include Zip Code)
 
Area Code and Telephone No. (   )
                                 -----------------------------------------------
Tax Identification or Social Security Nos.:
                                           -------------------------------------
                      Please complete Substitute Form W-9
 
 
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)
 
Authorized Signature:
                     -----------------------------------------------------------
Dated:
      --------------------------------------------------------------------------
Name and Title:
               -----------------------------------------------------------------
                                     (Please Print)
 
Name of Firm:
             -------------------------------------------------------------------
 
================================================================================
<PAGE>
 
                                 INSTRUCTIONS

        Forming Part of the Terms and Conditions of the Exchange Offer

     1.  Guarantee of Signatures.  Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is (1) a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., (2) a commercial bank or
trust company having an office or correspondent in the Unites States. or (3) an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act which is a member of one of the following recognized
Signature Guarantee Programs (an "Eligible Institution"):

         a.  The Securities Transfer Agents Medallion Program (STAMP)

         b.  The New York Stock Exchange Medallion Signature Program (MSP)

         c.  The Stock Exchange Medallion Program (SEMP)

Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Original
Notes tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Original Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

     2.  Delivery of this Letter of Transmittal and Original Notes;
Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by
holders of Original Notes (i) if certificates are to be forwarded herewith or
(ii) if tenders are to be made pursuant to the procedures for tender by book-
entry transfer or guaranteed delivery set forth in the section of the Prospectus
entitled "The Exchange Offer." Certificates for all physically tendered Original
Notes or any confirmation of a book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth on the cover of this Letter of Transmittal prior to 5:00 p.m.,
New York City time, on the Expiration Date. Holders of Original Notes who elect
to tender Original Notes and (i) whose Original Notes are not immediately
available or (ii) who cannot deliver the Original Notes or other required
documents to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date, must tender their Original Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Holders may have such tender
effected if: (a) such tender is made by or through an Eligible Institution; and
(b) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange
Agent has received from such Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery, setting forth the name and address of
the holder of such Original Notes, the certificate numbers(s) of such Original
Notes and the principal amount of Original Notes tendered for exchange, stating
that tender is being made thereby and guaranteeing that, within five New York
Stock Exchange trading days after the Expiration Date, the certificate(s)
representing such Original Notes (or a Book-Entry Confirmation), in proper form
for transfer, and any other documents required by this Letter of Transmittal,
will be deposited by such Eligible Institution with the Exchange Agent; and (c)
a properly executed Letter of Transmittal (or a facsimile hereof), as well as
the certificate(s) for all tendered Original Notes in proper form for transfer
or a Book-Entry Confirmation, together with any other documents required by this
Letter of Transmittal, are received by the Exchange Agent within five New York
Stock Exchange trading days after the Expiration Date.
<PAGE>
 
     THE METHOD OF DELIVERY OF ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND
RISK OF THE HOLDER. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR
HAND DELIVERY SERVICE, PROPERLY INSURED. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. NEITHER THIS
LETTER OF TRANSMITTAL NOR ANY ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY.

     No alternative, conditional or contingent tenders will be accepted.
All tendering holders of Original Notes, by execution of this Letter of
Transmittal (or facsimile hereof, if applicable), waive any right to receive
notice of the acceptance of their Original Notes for exchange.

     3.  Inadequate Space. If the space provided in the box entitled
"Description of Original Notes" above is inadequate, the certificate numbers and
principal amounts of the Original Notes being tendered should be listed on a
separate signed schedule affixed hereto.

     4.  Withdrawals. A tender of Original Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date by delivery
of written or facsimile notice of withdrawal to the Exchange Agent at the
address set forth on the cover of this Letter of Transmittal. To be effective, a
notice of withdrawal of Original Notes must (i) specify the name of the person
who tendered the Original Notes to be withdrawn (the "Depositor"), (ii) identify
the Original Notes to be withdrawn (including the certificate number or numbers
and aggregate principal amount of such Original Notes), and (iii) be signed by
the holder of Original Notes in the same manner as the original signature on the
Letter of Transmittal by which such Original Notes were tendered (including any
required signature guarantees). Any Original Notes withdrawn will thereafter be
deemed not validly tendered for purposes of the Exchange Offer and no Exchange
Notes will be issued with respect thereto unless the Original Notes so withdrawn
are validly retendered.  Properly withdrawn Original Notes may be retendered by
following one of the procedures described in the section of the Prospectus
entitled "The Exchange Offer--Procedures for Tendering" at any time prior to
5:00 p.m., New York City time, on the Expiration Date.

     5.  Partial Tenders. Tenders of Original Notes will be accepted only
in integral multiples of $1,000 principal amount. If a tender for exchange is to
be made with respect to less than the entire principal amount of any Original
Notes, fill in the principal amount of Original Notes which are tendered for
exchange in column (4) of the box entitled "Description of Original Notes," as
more fully described in the footnotes thereto. In case of a partial tender for
exchange, a new certificate, in fully registered form, for the remainder of the
principal amount of the Original Notes, will be sent to the holders of Original
Notes unless otherwise indicated in the appropriate box on this Letter of
Transmittal as promptly as practicable after the expiration or termination of
the Exchange Offer.

     6.  Signatures on this Letter of Transmittal, Assignment and Endorsements.

         (a) The signature(s) of the holder of Original Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the
Original Notes without alternation, enlargement or any change whatsoever.

         (b) If tendered Original Notes are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
<PAGE>
 
         (c) If any tendered Original Notes are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal and any necessary or required
documents as there are different registrations or certificates.

         (d) When this Letter of Transmittal is signed by the holder of the
Original Notes listed and transmitted hereby, no endorsements of Original Notes
or assignments are required. If, however, Original Notes not tendered or not
accepted, are to be issued or returned in the name of a person other than the
holder of Original Notes, then the Original Notes transmitted hereby must be
endorsed or accompanied by a properly executed assignment in a form satisfactory
to the Company, in either case signed exactly as the name(s) of the holder of
Original Notes appear(s) on the Original Notes. Signatures on such Original
Notes or assignments must be guaranteed by an Eligible Institution (unless
signed by an Eligible Institution).

         (e) If this Letter of Transmittal or Original Notes or assignments are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Company of their authority so to act must be submitted with
this Letter of Transmittal.

         (f) If this Letter of Transmittal is signed by a person other than the
registered holder of Original Notes listed, the Original Notes must be endorsed
or accompanied by a properly executed assignment, in either case signed by such
registered holder exactly as the name(s) of the registered holder of Original
Notes appear(s) on the certificates. Signatures on such Original Notes or
assignments must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).

     7.  Transfer Taxes. Except as set forth in this Instruction 7, the
Company will pay all transfer taxes, if any, applicable to the transfer and
exchange of Original Notes pursuant to the Exchange Offer. If, however, issuance
of Exchange Notes is to be made to, or Original Notes not tendered for exchange
are to be issued or returned in the name of, any person other than the holder of
Original Notes, and satisfactory evidence of payment of such taxes or exemptions
from taxes therefrom is not submitted with this Letter of Transmittal, the
amount of any transfer taxes payable on account of the transfer to such person
will be imposed on and payable by the holder of Original Notes tendering
Original Notes for exchange prior to the issuance of the Exchange Notes or the
return of Original Notes in another name.

     8.  Special Issuance and Delivery Instructions. If the Exchange Notes
are to be issued, or if any Original Notes not tendered for exchange are to be
issued or sent to someone other than the holder of Original Notes or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Holders of Original Notes tendering Original
Notes by book-entry transfer may request that Original Notes not accepted be
credited to such account maintained at DTC as such holder of Original Notes may
designate.

     9.  Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Original Notes will be determined by the Company in its
sole discretion, which determination will be final and binding. The Company
reserves the absolute right to reject any and all Original Notes not properly
tendered or any Original Notes the Company's acceptance of which would, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
right to waive any defects, irregularities or conditions of tender as to
particular Notes. The Company's interpretation of the terms and conditions of
the Exchange Offer (including the instructions in the Letter of Transmittal)
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Original Notes must be cured within
such time as the Company shall determine. Although the Company intends to notify
holders of defects or irregularities with respect to tenders of Original Notes,
neither the Company, the Exchange Agent nor any other person shall incur any
liability for failure to give such notification. Tenders of Original Notes will
not be deemed to have been made until such defects or irregularities have
<PAGE>
 
been cured or waived. Any Original Notes received by the Exchange Agent that are
not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the Exchange Agent to the tendering
holders, unless otherwise provided in this Letter of Transmittal, as soon as
practicable following the Expiration Date.

     10. Waiver of Conditions. The Company reserves the absolute right to
waive, amend or modify certain of the specified conditions as described under
"The Exchange Offer--Certain Conditions to the Exchange Offer" in the Prospectus
in the case of any Original Notes tendered (except as otherwise provided in the
Prospectus).

     11. Mutilated, Lost, Stolen or Destroyed Original Notes. Any tendering
Holder whose Old Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address listed below for further instructions:

                    United States Trust Company of New York
                           770 Broadway, 13th Floor
                              New York, NY 10003
                                (800) 548-6565

     12. Requests for Information or Additional Copies. Requests for
information or for additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth on the cover of this Letter of Transmittal.

IMPORTANT: This Letter of Transmittal (or a facsimile thereof, if applicable)
together with certificates, or confirmation of book-entry or the Notice of
Guaranteed Delivery, and all other required documents must be received by the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
<PAGE>
 
                           IMPORTANT TAX INFORMATION

     Under current federal income tax law, a holder of Original Notes whose
tendered Original Notes are accepted for exchange may be subject to backup
withholding unless the holder provides the Company (as payor), through the
Exchange Agent, with either (i) such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder of Original
Notes is awaiting a TIN) and that (A) the holder of Original Notes has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding as a result of a failure to report all interest or dividends or (B)
the Internal Revenue Service has notified the holder of Original Notes that he
or she is no longer subject to backup withholding; or (ii) an adequate basis for
exemption from backup withholding. If such holder of Original Notes is an
individual, the TIN is such holder's social security number. If the Exchange
Agent is not provided with the correct taxpayer identification number, the
holder of Original Notes may be subject to certain penalties imposed by the
Internal Revenue Service.

     Certain holders of Original Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt holders of Original Notes should
indicate their exempt status on Substitute Form W-9. A foreign individual may
qualify as an exempt recipient by submitting to the Exchange Agent a properly
completed Internal Revenue Service Form W-8 (which the Exchange Agent will
provide upon request) signed under penalty of perjury, attesting to the holder's
exempt status. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "Guidelines") for additional
instructions.

     If backup withholding applies, the Company is required to withhold 31%
of any payment made to the holder of Original Notes or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.

     The holder of Original Notes is required to give the Exchange Agent
the TIN (e.g., social security number or employer identification number) of the
record owner of the Original Notes. If the Original Notes are held in more than
one name or are not held in the name of the actual owner, consult the enclosed
Guidelines for additional guidance regarding which number to report.

                       INSTRUCTION TO REGISTERED HOLDER
                             FROM BENEFICIAL OWNER
                                      OF
        11 1/8% SENIOR SUBORDINATED NOTES DUE 2006 OF PIERCE LEAHY CORP.

     The undersigned hereby acknowledges receipt of the Prospectus dated
______________, 1996 (the "Prospectus") of Pierce Leahy Corp., a New York
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer").  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.

     This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the 11 1/8% Senior
Subordinated Notes due 2006 (the "Original Notes") held by you for the account
of the undersigned.

     The aggregate face amount of the Original Notes held by you for the account
of the undersigned is (fill in amount):
<PAGE>
 
     $                   of the Original Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (check
appropriate box):

     [_]   To TENDER the following Original Notes held by you for the account of
the undersigned (insert principal amount of Original Notes to be tendered, if
any):

     $                   of the Original Notes.

     [_]   NOT to TENDER any Original Notes held by you for the account of the
undersigned.

     If the undersigned instructs you to tender the Original Notes held by
you for the account of the undersigned, it is understood that you are authorized
(a) to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Original Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (fill in state)                   , (ii) the undersigned is acquiring the
Exchange Notes in the ordinary course of business of the undersigned, (iii) the
undersigned is not participating, does not intend to participate, and has no
arrangement or understanding with any person to participate, in the distribution
of Exchange Notes, (iv) the undersigned acknowledges that any person
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act of 1933, as amended, in connection with any resale
transaction of the Exchange Notes acquired by such person and cannot rely on the
position of the Staff of the Securities and Exchange Commission set forth in
certain no-action letters (See the section of the Prospectus entitled "The
Exchange Offer--Purposes and Effects of the Exchange Offer"), (v) the
undersigned understands that a secondary resale transaction described in clause
(iv) above should be covered by an effective registration statement containing
the selling securityholder information required by Item 507 or Item 508, if
applicable, of Regulation S-K of the Commission, (vi) the undersigned is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company,
(vii) if the undersigned is not a broker-dealer, that it is not engaged in, and
does not intend to engage in, a distribution of Exchange Notes and (viii) if the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes that were acquired as a result of market-
making activities or other trading activities, it acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes received in respect of such
Original Notes pursuant to the Exchange Offer; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act; (b) to agree, on
behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to
take such other action as necessary under the Prospectus or the Letter of
Transmittal to effect the valid tender of Original Notes.
<PAGE>
 
The purchaser status of the undersigned is (check the box that applies):

[_]  A "Qualified Institutional Buyer" (as defined in Rule 144A under Securities
     Act)

[_]  An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2),
     (3) or (7) under the Securities Act)

[_]  A non "U.S." person" (as defined in Regulation S of the Securities Act)
     that purchased the Original Notes outside the United States in accordance
     with Rule 904 under the Securities Act

[_]  Other (describe)
                     -----------------------------------------------------------
     ___________________________________________________________________________

================================================================================
Box 7
                               SIGN HERE
 
Name of Beneficial Owner(s):
                            ----------------------------------------------------
Signature(s):
             -------------------------------------------------------------------

Name(s) (please print):
                       ---------------------------------------------------------

Address:
        ------------------------------------------------------------------------

Principal place of business (if different from address listed above):
                                                                     -----------

Telephone Number(s):
                    ------------------------------------------------------------

Taxpayer Identification or Social Security Number(s):
                                                     ---------------------------

Date:
     ---------------------------------------------------------------------------

================================================================================
<PAGE>
 
<TABLE> 
<CAPTION> 
=============================================================================================================================
                                                           PAYER'S NAME:
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                        <C> 
                                       Part 1- PLEASE PROVIDE YOUR TIN
SUBSITUTE                              IN THE BOX AT RIGHT AND CERTIFY             -----------------------------
                                       BY SIGNING AND DATING BELOW                        Social Security Number

Form W-9                       
                                                                                    OR
Department of the Treasury
Internal Revenue Service                                                            -----------------------------
                                                                                       Employer Identification Number
                                    ----------------------------------------------------------------------------------------- 
Payer's Request for Taxpayer           Part 2--Certification Under Penalties of     Part 3--
Identification Number (TIN)            Perjury, I certify that:                     
                                                                                    
 
                                       (1) The number shown on this form is my      Awaiting TIN [_] 
                                       current taxpayer identification number 
                                       (or I am waiting for a number to be issued
                                       to me) and
 
                                       (2) I am not subject to backup withholding 
                                       either because I have not been notified by 
                                       the Internal Revenue Service (the "IRS")
                                       that I am subject to backup withholdings 
                                       as a result of a failure to report all  
                                       interest or dividends, or the IRS has 
                                       notified me that I am no longer subject 
                                       to backup withholding.
                                    ----------------------------------------------------------------------------------------- 
                                       Certificate instructions-You must cross out item (2) in Part 2 above if you have been 
                                       notified by the IRS that you are subject to backup withholding because of under 
                                       reporting interest or dividends on your tax return.  However, if after being
                                       notified by the IRS that you are subject to backup withholding you receive another 
                                       notification from the IRS stating that you are no longer subject to backup 
                                       withholding,  do not cross out item (2).
 
                                       SIGNATURE                                    DATE 
                                                -----------------------------------     -------------------------------------
                                       NAME
                                            --------------------------------------------------------------------------------- 
                                       ADDRESS
                                               ------------------------------------------------------------------------------ 
                                       CITY                                     STATE                  ZIP CODE
                                           -----------------------------------       -----------------         --------------
=============================================================================================================================
</TABLE> 
NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
       OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
       REVIEW THE ENCLOSED GUIDELINES FOR
<PAGE>
 
          CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTION FORM
          W-9 FOR ADDITIONAL DETAILS.


               YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
                CHECK THE BOX IN PART 3 OF SUBSTITUTION FORM W-9

================================================================================
             PAYOR'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
--------------------------------------------------------------------------------
 
            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver such an application in the near future. I understand that if I do not
provide a taxpayer identification number with sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide such
a number.
 
--------------------------------------------       -----------------------------
               Signature                                        Date

================================================================================
<PAGE>
 
                   GUIDELINES FOR CERTIFICATION OF TAXPAYER
                 IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer-
Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-
0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e. 00-0000000. The table below will help determine the number to give
the payer.
<TABLE> 
<CAPTION> 
------------------------------------------------------------------------------------------------------------------------------------
 <S>                            <C>                             <C>                                       <C>  
                                                                                                          Give the
                                  Give the                                                                EMPLOYER
                                  SOCIAL SECURITY                                                         IDENTIFICATION 
 For this type of account         number of                     For this type of account                  number of:
------------------------------------------------------------------------------------------------------------------------------------
1.   An individual's account      The individual                 9. A valid trust, estate, or pension     The legal entity (Do not
                                                                    trust                                 furnish the identifying 
                                                                                                          number of the personal 
                                                                                                          representative or trustee
                                                                                                          unless the legal entity 
                                                                                                          itself is not designated
                                                                                                          in the account title)/5/

2.   Two or more individuals      The actual owner of the       10. Corporate account                     The corporation
     (joint account)              account or, if combined
                                  funds, any one of the 
                                  individuals/1/

3.   Husband and wife (joint      The actual owner of the       11. Association, club, religious,         The organization
     account)                     account or, if joint,             charitable, educational or 
                                  funds, either person./1/          other tax-exempt organization
                                                                    account

4.   Custodian account of a       The minor/2/                  12. Partnership account                   The partnership
     minor (Uniform Gift to
     Minors Act)

5.   Adult and minor (joint       The adult or, if the minor    13. A broker or registered nominee        The broker or nominee     
     account)                     is the only contributor, 
                                  the minor/1/
                                 

6.   Account in the name of       The ward, minor, or           14. Account with the Department of        The public entity
     guardian or committee for    incompetent person/3/             Agriculture in the name of a  
     a designated ward, minor,                                      public entity (such as a State
     or incompetent person                                          or local government, school
                                                                    district, or prison)that receives
                                                                    agricultural program payments

7.a. The usual revocable         The grantor-trustee/1/
     savings trust account
     (grantor is also trustee)
  b. So-called trust account that  
     is not a legal or valid     The actual owner/2/
     trust under State law

8.   Sole proprietorship account  The owner/4/

</TABLE> 
--------------------------
   1      List first and circle the name of the person whose number you furnish.
   2      Circle the minor's name and furnish the minor's social security 
          number.
   3      Circle the ward's, minor's or incompetent person's name and furnish 
          such person's social security number.
   4      You must show your individual name, but you may also enter your 
          business or "doing business as" name. You may use your social security
          number or employer identification number.
   5      List first and circle the name of the legal trust, estate, or pension 
          trust.
NOTE:     If no name is circled when there is more than one name, the number 
          will be considered to be that of the first name listed.
<PAGE>
 
Obtaining a Number

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or 
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.



Payees Exempt from Backup Witholding

Payees specifically exempted from backup witholding on ALL payments include the 
following:

 .  A corporation.

 .  A financial institution.

 .  An organization exempt from tax under section 501(a), or an individual 
   retirement plan, or a custodial account under section 403(b)(7).

 .  The United States or any agency or instrumentality thereof.

 .  A State, the District of Columbia, a possession of the United States, or any 
   subdivision or instrumentality thereof.

 .  A foreign government, a political subdivision of a foreign government, or any
   agency or instrumentality thereof.

 .  An international organization or any agency, or instrumentality thereof.

 .  A registered dealer in securities or commodities registered in the U.S. or a 
   possession of the U.S. 

 .  A real estate investment trust.
    
 .  A common trust fund operated by a bank under section 584(a).      
    
 .  An exempt charitable remainder trust, or a nonexempt trust described in 
   section 4947(a)(1).      

 .  An entity registered at all times under the Investment Company Act of 1940.

 .  A foreign central bank of issue.
       
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:      
    
 .  Payments to nonresident aliens subject to withholding under section 
   1441.      

 .  Payments to partnerships not engaged in a trade or business in the U.S. and 
   which have at least one nonresident partner.
    
 .  Payments of patronage dividends where the amount received is not paid in 
   money.      

 .  Payments made by certain foreign organizations.

 .  Payments made to a nominee.

      Payments of interest not generally subject to backup withholding include 
the following:

 .  Payments of interest on obligations issued by individuals.

   Note:  You may be subject to backup witholding if this interest is $600 or 
more and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to one payer.
    
 .  Payments of tax-exempt interest (including exempt-interest dividends under 
   section 852).      

 .  Payments described in section 6049(b)(5) to non-resident aliens.
    
 .  Payments on tax-free covenant bonds under section 1451.      

 .  Payments made by certain foreign organizations.

 .  Payments made to a nominee.

Exempt payees described above should file Substitute Form W-9 to avoid possible 
erroneous backup withholding.  FILE THIS FORM WITH THE PAYER, FURNISH YOUR 
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM IN PART 
II, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.
    
   Certain payments other than interest, dividends, and patronage dividends, 
that are not subject to information reporting are also not subject to backup 
withholding.  For details, see the regulations under sections 6041, 6041A(a), 
6045, and 6050A.      
    
Privacy Act Notice. - Section 6109 requires most recipients of dividend, 
interest, or other payments to give taxpayer identification numbers to payers 
who must report the payments to IRS.  IRS uses the numbers for identification 
purposes.  Payers must be given the numbers whether or not recipients are 
required to file tax returns.  Payers must generally withhold 31% of taxable 
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer.  Certain penalties may also apply.
     
Penalties

(1)     Penalty for Failure to Furnish Taxpayer Identification Number. -If you 
fail to furnish your taxpayer identification number to a payer, you are subject 
to a penalty of $50 for each such failure unless your failure is due to 
reasonable cause and not a willful neglect.
    
(2)     Failure to Report Certain Dividend and Interest Payments. -If you fail 
to include any portion of an includible payment for interests, dividends, or 
patronage dividends in gross income and such failure is due to negligence, a 
penalty of 20% is imposed on any portion of an under-payment attributable to 
that failure.      

(3)     Civil Penalty for False Information With Respect to Withholding. -If you
make a false statement with no reasonable basis which results or no imposition
of backup withholding, you are subject to a penalty of $500.

(4)     Criminal Penalty for Falsifying Information.  Falsifying certifications 
or affirmations may subject you to criminal penalties including fines and 
or/imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE 
SERVICE.

