<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>dex991.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                                 NCR CORPORATION
                              LETTER OF TRANSMITTAL
                                       for
                            Tender of all Outstanding
                          7.125% Senior Notes due 2009
                                 in Exchange for
                          7.125% Senior Notes due 2009

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

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
          ON May 14, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE")
            OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE
        WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
                              THE EXPIRATION DATE

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


                         Deliver to the Exchange Agent:
                             The Bank of New York

   By Hand or by Courier:                   By Mail(registered or certified
                                            mail recommended) or
                                            by Overnight Delivery:

   The Bank of New York                            The Bank of New York
Corporate Trust Operations                      Corporate Trust Operations
    Reorganization Unit                             Reorganization Unit
101 Barclay Street - Lobby Window               101 Barclay Street - 7E
    New York, NY 10286                              New York, NY 10286
Attn: Mr. Bernard Arsenec                       Attn: Mr. Bernard Arsenec

           By Facsimile (for eligible institutions only): (212) 298-1915
                To Confirm Receipt by Telephone: (212) 815-5098

     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 accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.

     The undersigned hereby acknowledges receipt and review of the Prospectus
dated April 10, 2003 (the "Prospectus") of NCR Corporation, a Maryland
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe the Company's offer (the "Exchange
Offer") to exchange its 7.125% Senior Notes due 2009 (the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part, for a like principal amount of its issued and outstanding 7.125%
Senior Notes due 2009 (the "Outstanding Notes"). Capitalized terms used but not
defined herein have the respective meaning given to them in the Prospectus.

     IF YOU DESIRE TO EXCHANGE YOUR 7.125% SENIOR NOTES DUE 2009 FOR AN EQUAL
AGGREGATE PRINCIPAL AMOUNT OF 7.125% SENIOR NOTES DUE 2009, YOU MUST VALIDLY
TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.

     The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The Company
shall notify the Exchange Agent of any extension by oral or written notice and
will make a public announcement thereof, each prior to 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.

<PAGE>


     This Letter of Transmittal is to be used by a holder of Outstanding Notes
(i) if certificates of Outstanding Notes are to be forwarded herewith or (ii) if
delivery of Outstanding Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"DTC") pursuant to the procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Book-Entry Transfer." Holders of Outstanding Notes whose
Outstanding Notes are not immediately available, or who are unable to deliver
their Outstanding Notes, this Letter of Transmittal and all other documents
required by this Letter of Transmittal to the Exchange Agent on or prior to the
Expiration Date, or who are unable to complete the procedure for book-entry
transfer on a timely basis, must tender their Outstanding Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2.
Delivery of documents to the DTC does not constitute delivery to the Exchange
Agent.

     The term "holder" with respect to the Exchange Offer means any person in
whose name Outstanding Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Outstanding
Notes must complete this Letter of Transmittal in its entirety.

     YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ
THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

     THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

     List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
 DESCRIPTION OF OUTSTANDING NOTES TENDERED
-----------------------------------------------------------------------------------------------
                                                   Outstanding Note(s) Tendered
                                                  ---------------------------------------------
      Name(s) and Address(es) of
              Registered                                           Aggregate
     Holder(s) Exactly as Name(s)                                  Principal
    Appear(s) on Outstanding Notes                                   Amount         Principal
      (Please Fill In, If Blank)                  Registered      Represented         Amount
                                                  Number(s)*       by Note(s)       Tendered**
-----------------------------------------------------------------------------------------------
<S>                                               <C>             <C>               <C>
                                                  _____________________________________________

                                                  _____________________________________________

                                                  Total
-----------------------------------------------------------------------------------------------
</TABLE>

*    Need not be completed by book-entry holders.

**   Unless otherwise indicated, any tendering holder of Outstanding Notes will
be deemed to have tendered the entire aggregate principal amount represented by
such Outstanding Notes. All tenders must be in integral multiples of $1,000.

<PAGE>


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

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

Name of Tendering Institution:__________________________________________________

Account Number:_________________________________________________________________

Transaction Code Number:________________________________________________________


[_]  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTES ARE
     BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED
     HEREWITH (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered holder(s) of Outstanding Notes:___________________________
________________________________________________________________________________

Date of Execution of Notice of Guaranteed Delivery:_____________________________

Window Ticket Number (if available):____________________________________________

Name of Eligible Institution that Guaranteed Delivery:__________________________
________________________________________________________________________________

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

[_]  CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH
     TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS
     OR SUPPLEMENTS THERETO:

Name:___________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________

Number of Additional Copies:_____________________

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Outstanding Notes, it acknowledges that the
Outstanding Notes were acquired as a result of market-making activities or other
trading activities and that it will deliver a prospectus in connection with any
resale of such New Notes; 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.

<PAGE>


                        SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the principal amount of Outstanding
Notes indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Outstanding Notes tendered in accordance with this
Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers
to the Company all right, title and interest in and to the Outstanding Notes
tendered for exchange hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact for
the undersigned (with full knowledge that said Exchange Agent also acts as the
agent for the Company in connection with the Exchange Offer) with respect to the
tendered Outstanding Notes with full power of substitution to (i) deliver such
Outstanding Notes, or transfer ownership of such Outstanding Notes on the
account books maintained by the DTC, to the Company and deliver all accompanying
evidences of transfer and authenticity, and (ii) present such Outstanding Notes
for transfer on the books of the Company and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Outstanding 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, subject only to the right of withdrawal described in the prospectus.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Notes tendered hereby and to acquire the New Notes issuable upon the
exchange of such tendered Outstanding Notes, and that the Company will acquire
good, marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right or restriction or proxy of any kind, when the same are accepted for
exchange by the Company. The undersigned has read and agrees to all of the terms
of the Exchange Offer.

     The undersigned acknowledge(s) that this Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley Co. Inc., SEC No-Action Letter (available June
5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC
No-Action Letter (available June 5, 1991), that the New Notes issued in exchange
for the Outstanding Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holders' business and such
holders are not engaging in and have no arrangement or understanding with any
person to participate in a distribution of such New Notes. The undersigned
hereby further represent(s) to the Company that (i) any New Notes acquired in
exchange for Outstanding Notes tendered hereby are being acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not the undersigned, (ii) neither the undersigned nor any such other person is
engaging in or intends to engage in a distribution of the New Notes, (iii)
neither the undersigned nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such New
Notes, (iv) neither the holder nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company or, if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, and (v) if the
undersigned is a broker-dealer, such person has acquired the Outstanding Notes
as a result of market-making activities or other trading activities.

     If the undersigned or the person receiving the New Notes is a broker-dealer
that is receiving New Notes for its own account in exchange for Outstanding
Notes that were acquired as a result of market-making activities or other
trading activities, the undersigned acknowledges that it or such other person
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that the undersigned or such other person is an
"underwriter" within the meaning of the Securities Act. The undersigned
acknowledges that if the undersigned is participating in the Exchange Offer for
the purpose of distributing the New Notes (i) the undersigned cannot rely on the
position of the staff of the SEC in certain no-action letters and, in the
absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the New Notes, in which case the registration
statement must contain the selling security holder information required by Item
507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure
to comply with such requirements in

<PAGE>


such instance could result in the undersigned incurring liability under the
Securities Act for which the undersigned is not indemnified by the Company.

     The undersigned will, upon request, 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 Outstanding
Notes tendered hereby, including the transfer of such Outstanding Notes on the
account books maintained by the DTC.

     For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Outstanding Notes when, as and if the
Company gives oral or written notice thereof to the Exchange Agent. Any tendered
Outstanding Notes that are not accepted for exchange pursuant to the Exchange
Offer for any reason will be returned, without expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Delivery Instructions" as promptly as practicable after the
Expiration Date.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.

     The undersigned acknowledges that the Company's acceptance of properly
tendered Outstanding Notes pursuant to the procedures described under the
caption "The Exchange Offer -- Procedures for Tendering" in the Prospectus 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 under "Special Issuance Instructions," please
issue the New Notes issued in exchange for the Outstanding Notes accepted for
exchange and return any Outstanding Notes not tendered or not exchanged, in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail or deliver the New Notes issued in exchange
for the Outstanding Notes accepted for exchange and any Outstanding Notes not
tendered or not exchanged (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signatures). In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the New Notes issued in exchange for
the Outstanding Notes accepted for exchange in the name(s) of, and return any
Outstanding Notes not tendered or not exchanged to, the person(s) so indicated.
In the case of book-entry delivery of Outstanding Notes, the Exchange Agent will
credit the account maintained by DTC with any Outstanding Notes not tendered.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Outstanding Notes from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Outstanding Notes so tendered
for exchange.

<PAGE>


<TABLE>
<S>                                                           <C>
-------------------------------------------------------      -------------------------------------------------------
             SPECIAL ISSUANCE INSTRUCTIONS                               SPECIAL DELIVERY INSTRUCTIONS
              (SEE INSTRUCTIONS 5 AND 6)                                   (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Outstanding Notes in a           To be completed ONLY if Outstanding Notes in a
principal amount not tendered, or New Notes issued in        principal amount not tendered, or New Notes Issued,
exchange for Outstanding Notes accepted for exchange,        in exchange for Outstanding Notes accepted for
are to be issued in the name of someone other than the       exchange, are to be mailed or delivered to someone
undersigned, or (ii) if Outstanding Notes tendered by        other than the undersigned, or to the undersigned at
book-entry transfer which are not exchanged are to be        an address other than that shown below the
returned by credit to an account maintained at the           undersigned's signature.
DTC.  Issue New Notes and/or Outstanding Notes to:
                                                             Mail or deliver New Notes and/or Outstanding Notes to:

Name:_________________________________________________       Name: ________________________________________________
Address:______________________________________________       Address:______________________________________________

______________________________________________________       ______________________________________________________
                  (include ZIP Code)                                            (include ZIP Code)

______________________________________________________       ______________________________________________________
    (Tax Identification or Social Security Number)               (Tax Identification or Social Security Number)

                (Please Type or Print)                                        (Please Type or Print)
-------------------------------------------------------      ------------------------------------------------------
</TABLE>

[_]  Credit unexchanged Outstanding Notes delivered by book-entry transfer to
     the DTC account set forth below:

DTC Account Number:_____________________________________________________________

                                    IMPORTANT
                         PLEASE SIGN HERE WHETHER OR NOT
             OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY

                (Complete Accompanying Substitute Form W-9 Below)

X
--------------------------------------------------------------------------------
X
--------------------------------------------------------------------------------
            (Signature(s) of Registered Holders of Outstanding Notes)

     Dated _____________________________________________________________, 2003
(The above lines must be signed by the registered holder(s) of Outstanding Notes
as your name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Outstanding Notes to which this
Letter of Transmittal relate are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (i) set forth his or her full title below and (ii)

<PAGE>


unless waived by the Company, submit evidence satisfactory to the Company of
such person's authority so to act. See Instruction 5 regarding the completion of
this Letter of Transmittal, printed below.)

Name(s):________________________________________________________________________
                             (Please Type or Print)

Capacity:_______________________________________________________________________

Address:________________________________________________________________________

        ________________________________________________________________________
                               (Include ZIP Code)

Area Code and Telephone Number:_________________________________________________


                          MEDALLION SIGNATURE GUARANTEE
                         (If Required by Instruction 5)

Certain signatures must be Guaranteed by an Eligible Institution.

Signature(s) Guaranteed by an
Eligible Institution:___________________________________________________________
                                     (Authorized Signature)

     ___________________________________________________________________________
                                     (Title)

     ___________________________________________________________________________
                                  (Name of Firm)

     ___________________________________________________________________________
                             (Address, Include ZIP Code)

     ___________________________________________________________________________
                           (Area Code and Telephone Number)

Dated:____________________________________________________________________, 2003

<PAGE>


                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1.   Delivery of this Letter of Transmittal and Outstanding Notes or
Book-Entry Confirmations. All physically delivered Outstanding Notes or any
confirmation of a book-entry transfer to the Exchange Agent's account at the DTC
of Outstanding Notes tendered by 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 herein prior to 5:00 p.m., New York City time, on the
Expiration Date. The method of delivery of the tendered Outstanding Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the holder and, 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 the holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure delivery to the Exchange Agent before the Expiration Date.
NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY.

     2.   Guaranteed Delivery Procedures. Holders who wish to tender their
Outstanding Notes and (a) whose Outstanding Notes are not immediately available,
or (b) who cannot deliver their Outstanding Notes, this Letter of Transmittal or
any other documents required hereby to the Exchange Agent prior to the
Expiration Date or (c) who are unable to comply with the applicable procedures
under DTC's Automated Tender Offer Program on a timely basis, must tender their
Outstanding Notes according to the guaranteed delivery procedures set forth in
the Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through a firm which is a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc., a commercial bank or a
trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (each an "Eligible Institution"); (ii) prior to the Expiration
Date, the Exchange Agent must have received from the Eligible Institution a
properly completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) or a properly transmitted agent's message
and Notice of Guaranteed Delivery setting forth the name and address of the
holder of the Outstanding Notes, the registration number(s) of such Outstanding
Notes and the total principal amount of Outstanding Notes tendered, stating that
the tender is being made thereby and guaranteeing that, within three New York
Stock Exchange trading days after the Expiration Date, this Letter of
Transmittal (or facsimile hereof) or agent's message in lieu hereof, together
with the Outstanding Notes in proper form for transfer (or a Book-Entry
Confirmation) and any other documents required hereby, will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) the certificates for all
physically tendered shares of Outstanding Notes, in proper form for transfer (or
Book-Entry Confirmation, as the case may be), this Letter of Transmittal (or
facsimile hereof) or agent's message and all other documents required hereby are
received by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.

     Any holder of Outstanding Notes who wishes to tender Outstanding Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request of the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth above.

     See "The Exchange Offer-- Guaranteed Delivery Procedures" section of the
Prospectus.

     3.   Tender by Holder. Only a holder of Outstanding Notes may tender such
Outstanding Notes in the Exchange Offer. Any beneficial holder of Outstanding
Notes who is not the registered holder and who wishes to tender should arrange
with the registered holder to execute and deliver this Letter of Transmittal on
his behalf or must, prior to completing and executing this Letter of Transmittal
and delivering his Outstanding Notes, either make appropriate arrangements to
register ownership of the Outstanding Notes in such holder's name or obtain a
properly completed bond power from the registered holder.

     4.   Partial Tenders. Tenders of Outstanding Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Outstanding Notes is tendered, the tendering holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of
Outstanding Notes Tendered" above. The entire principal amount of Outstanding
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Outstanding
Notes is

<PAGE>


not tendered, then Outstanding Notes for the principal amount of Outstanding
Notes not tendered and New Notes issued in exchange for any Outstanding Notes
accepted will be sent (or, if tendered by book-entry transfer, returned by
credit to the account at DTC designated herein) to the holder at his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, promptly after the Outstanding Notes are
accepted for exchange.

     5.   Signatures on this Letter of Transmittal; Bond Powers and
Endorsements; Medallion Guarantee of Signatures. If this Letter of Transmittal
(or facsimile hereof) is signed by the record holder(s) of the Outstanding Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Outstanding Notes without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a
participant in the DTC, the signature must correspond with the name as it
appears on the security position listing as the holder of the Outstanding Notes.

     If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Outstanding Notes listed and tendered hereby and
the New Notes issued in exchange therefor are to be issued (or any untendered
principal amount of Outstanding Notes is to be reissued) to the registered
holder, the said holder need not and should not endorse any tendered Outstanding
Notes, nor provide a separate bond power. In any other case, such holder must
either properly endorse the Outstanding Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.

     If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Outstanding Notes listed,
such Outstanding Notes must be endorsed or accompanied by appropriate bond
powers, in each case signed as the name of the registered holder or holders
appears on the Outstanding Notes.

     If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Notes or bond powers 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, unless waived by the Company, evidence satisfactory to the Company
of their authority to act must be submitted with this Letter of Transmittal.

     Endorsements on Outstanding Notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.

     No signature guarantee is required if (i) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Outstanding Notes
tendered herein (or by a participant in the DTC whose name appears on a security
position listing as the owner of the tendered Outstanding Notes) and the New
Notes are to be issued directly to such registered holder(s) (or, if signed by a
participant in the DTC, deposited to such participant's account at such DTC) and
neither the box entitled "Special Delivery Instructions" nor the box entitled
"Special Registration Instructions" has been completed, or (ii) such Outstanding
Notes are tendered for the account of an Eligible Institution. In all other
cases, all signatures on this Letter of Transmittal (or facsimile hereof) must
be guaranteed by an Eligible Institution.

     6.   Special Registration and Delivery Instructions. Tendering holders
should indicate, in the applicable box or boxes, the name and address (or
account at the DTC) to which New Notes or substitute Outstanding Notes for
principal amounts not tendered or not accepted for exchange are to be issued or
sent, if different from the name and address of the person signing this Letter
of Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.

     7.   Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer.
If, however, New Notes or Outstanding Notes for principal amounts not tendered
or accepted for exchange are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered holder of the
Outstanding Notes tendered hereby, or if tendered Outstanding Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

<PAGE>


     8.   Tax Identification Number. Federal income tax law requires that a
holder of any Outstanding Notes or New Notes must provide the Company (as payer)
with its correct taxpayer identification number ("TIN"), which, in the case of a
holder who is an individual is his or her social security number. If the Company
is not provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding of 31% on
interest payments on the New Notes.

     To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) such holder is exempt from backup withholding (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding. If the New Notes will be
registered in more than one name or will not be in the name of the actual owner,
consult the instructions on Internal Revenue Service Form W-9, which may be
obtained from the Exchange Agent, for information on which TIN to report.

     Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8, signed under
penalties of perjury, attesting to their foreign status. A Form W-8 can be
obtained from the Exchange Agent.

     The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding backup
withholding.

     9.   Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Outstanding 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 Outstanding Notes not properly tendered or any
Outstanding Notes the Company's acceptance of which would, in the opinion of the
Company or its counsel, be unlawful. The Company also reserves the absolute
right to waive any conditions of the Exchange Offer or defects or irregularities
of tenders as to particular Outstanding Notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as the Company shall
determine. Each tendering holder, by execution of a Letter of Transmittal (or a
manually signed facsimile thereof), waives any right to receive any notice of
the acceptance of such tender. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Outstanding Notes nor shall any of
them incur any liability for failure to give such notification. Tenders of
Outstanding Notes will not be deemed made until such defects or irregularities
have been cured or waived. Any outstanding 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 to the tendering holder, unless
otherwise provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.

     10.  Waiver of Conditions. The Company reserves the absolute right to
waive, in whole or part, any of the conditions to the Exchange Offer set forth
in the Prospectus.

     11.  No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Outstanding Notes on transmittal of this Letter of
Transmittal will be accepted.

     12.  Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any holder
whose Outstanding Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.

     13.  Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this Letter of Transmittal. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.

     14.  Acceptance of Tendered Outstanding Notes and Issuance of New Notes;
Return of Outstanding Notes. Subject to the terms and conditions of the Exchange
Offer, the Company will accept for

<PAGE>

exchange all validly tendered Outstanding Notes as soon as practicable after the
Expiration Date and will issue New Notes therefor as soon as practicable
thereafter. For purposes of the Exchange Offer, the Company shall be deemed to
have accepted tendered Outstanding Notes when the Company has given written or
oral notice thereof to the Exchange Agent and complied with the applicable
provisions of the Registration Rights Agreement. If any tendered Outstanding
Notes are not exchanged pursuant to the Exchange Offer for any reason, such
unexchanged Outstanding Notes will be returned, without expense, to the
undersigned at the address shown above (or credited to the undersigned's account
at the DTC designated above) or at a different address as may be indicated under
the box entitled "Special Delivery Instructions."

     15.  Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer-- Withdrawal of Tenders." Any permitted withdrawal of Outstanding Notes
may not be rescinded. Any Outstanding Notes properly withdrawn will thereafter
be deemed not validly tendered for purposes of the Exchange Offer.

IMPORTANT: This Letter of Transmittal or a manually signed facsimile hereof
(together with the Outstanding Notes delivered by book-entry transfer or in
original hard copy form) must be received by the Exchange Agent, or the Notice
of Guaranteed Delivery must be received by the Exchange Agent, prior to the
Expiration Date.


<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                 <C>
                                                                                      ______________________________

                                                                                        Social Security Number

          Substitute           Part 1 -- Please Provide Your TIN in the Box at
           Form W-9            Right and Certify by Signing and Dating Below       or


                                                                                      ______________________________
                                                                                      Employer Identification Number

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

                               Part 2 -- Certification -- Under Penalties of       Part 3 --
                               Perjury, I certify that:

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

                               (1)  The number shown on this form is my            Awaiting Tin [_]
                                    correct Taxpayer Identification Number
                                    (or I have checked the box in part 3 and
                                    executed the certificate of awaiting
                                    taxpayer identification number below) and

____________________________   (2)  I am not subject to back withholding           Please Complete the Certificate of
Name                                either because I have not been notified by     Awaiting Taxpayer Identification
                                    the Internal Revenue Service ("IRS") that      Number below.
____________________________        I am subject to backup withholding as a
Address (Number and Street)         result of failure to report all interest
                                    or Dividends, or the IRS has notified me
____________________________        that I am no longer subject to backup
City, State and Zip Code            withholding.

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

 Department of the Treasury
  Internal Revenue Service

 Payor's Request for Taxpayer  Certificate Instructions -- You Must Cross out item (2) in part 2 above if you have been
 Identification Number (Tin)   notified by the IRS that you are subject to backup withholding because of underreporting
                               interest or dividends on your tax return. However, if after being notified by the IRS
                               that you are subject to backup withholding you received another notification from the
                               IRS stating that you are no longer subject to backup withholding, do not cross out
                               item (2).


                               SIGNATURE_____________________________________  DATE _________________________ , 2003

-------------------------------------------------------------------------------------------------------------------------
</TABLE>

     NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
           WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE
           NEW NOTES.

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

<PAGE>


             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 AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND
THAT, WITH CERTAIN LIMITED EXCEPTIONS FOR PAYMENTS MADE WITHIN 60 DAYS HEREOF,
30% OF ALL REPORTABLE PAYMENTS MADE TO ME BEFORE I PROVIDE A NUMBER WILL BE
WITHHELD.

____________________________________        ______________________________, 2003
SIGNATURE                                   Date

</TEXT>
</DOCUMENT>
