
                              LETTER OF TRANSMITTAL

                             To Tender for Exchange
                     12% Senior Subordinated Notes due 2004
                                       of
                                 RADIO ONE, INC.

               Pursuant to the Prospectus Dated ____________, 1997


THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON _______________, 1997 UNLESS EXTENDED (THE
"EXPIRATION DATE").
-------------------------------------------------------------------------------

                             PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
<TABLE>
<CAPTION>

If you desire to accept the Exchange Offer, this Letter of Transmittal should be
completed, signed, and submitted to the Exchange Agent:

<S>                                <C>                                <C>   
By Overnight Courier:               By Hand:                          By Registered or Certified Mail:
United States Trust Company         United States Trust Company       United States Trust Company
     of New York                         of New York                           of New York
770 Broadway, 13th Floor            111 Broadway                      P.O. Box 844
New York, New York 10003            Lower Level                       Attn:  Corporate Trust Services
Attn:  Corporate Trust Services     Attn:  Corporate Trust Services              Cooper Station
                                    New York, New York 10006          New York, New York 10276-
                                                                      0844
</TABLE>


     DELIVERY  OF THIS  LETTER OF  TRANSMITTAL  TO AN ADDRESS  OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     FOR  ANY  QUESTIONS  REGARDING  THIS  LETTER  OF  TRANSMITTAL  OR  FOR  ANY
ADDITIONAL  INFORMATION,  YOU MAY CONTACT THE  EXCHANGE  AGENT BY  TELEPHONE  AT
800-548-6565, OR BY FACSIMILE AT 212-420-6152.

     The  undersigned  hereby  acknowledges  receipt  of  the  Prospectus  dated
___________,  1997 (the "Prospectus") of Radio One, Inc., a Delaware corporation
(the "Issuer"),  and this Letter of Transmittal  (the "Letter of  Transmittal"),
that together  constitute the Issuer's offer (the "Exchange  Offer") to exchange
$1,000 in  principal  amount of its Series B 12% Senior  Subordinated  Notes due
2004 (the "Exchange Notes"), which have been registered under the Securities Act
of  1933,  as  amended  (the  "Securities  Act"),  pursuant  to  a  Registration
Statement,  for each $1,000 in principal  amount of its  outstanding  12% Senior
Subordinated  Notes  due 2004  (the  "Notes"),  of which  $85,478,000  aggregate
principal amount is outstanding.  Capitalized  terms used but not defined herein
have the meanings ascribed to them in the Prospectus.

     The  undersigned  hereby  tenders the Notes  described  in Box 1 below (the
"Tendered  Notes")  pursuant  to  the  terms  and  conditions  described  in the
Prospectus  and this Letter of  Transmittal.  The  undersigned is the registered
owner of all the  Tendered  Notes  and the  undersigned  represents  that it has
received from each beneficial owner of the Tendered Notes ("Beneficial  Owners")
a duly completed and executed form of "Instruction  to Registered  Holder and/or
Book-Entry  Transfer Facility  Participant from Beneficial  Owner"  accompanying
this  Letter of  Transmittal,  instructing  the  undersigned  to take the action
described in this Letter of Transmittal.






<PAGE>




     Subject to, and effective upon, the acceptance for exchange of the Tendered
Notes, the undersigned hereby exchanges,  assigns, and transfers to, or upon the
order of, the  Issuer,  all right,  title,  and  interest  in, to, and under the
Tendered Notes.

     Please issue the Exchange Notes exchanged for Tendered Notes in the name(s)
of  the  undersigned.  Similarly,  unless  otherwise  indicated  under  "Special
Delivery  Instructions"  below  (Box  3),  please  send or  cause to be sent the
certificates for the Exchange Notes (and accompanying documents, as appropriate)
to the undersigned at the address shown below in Box 1.

     The undersigned  hereby  irrevocably  constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned  with
respect to the Tendered Notes,  with full power of  substitution  (such power of
attorney being deemed to be an irrevocable  power coupled with an interest),  to
(i) deliver the Tendered Notes to the Issuer or cause  ownership of the Tendered
Notes to be  transferred  to, or upon the order of, the Issuer,  on the books of
the registrar for the Notes and deliver all  accompanying  evidences of transfer
and  authenticity  to, or upon the order of,  the  Issuer  upon  receipt  by the
Exchange Agent, as the  undersigned's  agent, of the Exchange Notes to which the
undersigned  is entitled  upon  acceptance  by the Issuer of the Tendered  Notes
pursuant to the Exchange  Offer,  and (ii)  receive all  benefits and  otherwise
exercise  all rights of  beneficial  ownership  of the  Tendered  Notes,  all in
accordance with the terms of the Exchange Offer.

     The  undersigned   understands  that  tenders  of  Notes  pursuant  to  the
procedures  described  under the caption "The Exchange  Offer" in the Prospectus
and in the instructions  hereto will constitute a binding  agreement between the
undersigned  and the Issuer upon the terms and subject to the  conditions of the
Exchange  Offer,  subject  only to  withdrawal  of such tenders on the terms set
forth in the  Prospectus  under the caption "The  Exchange  Offer-Withdrawal  of
Tenders." All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the  undersigned  and any  Beneficial  Owner(s),  and
every obligation of the undersigned or any Beneficial  Owners hereunder shall be
binding  upon  the  heirs,  representatives,  successors,  and  assigns  of  the
undersigned and such Beneficial Owner(s).

     The  undersigned  hereby  represents and warrants that the  undersigned has
full power and authority to tender, exchange,  assign, and transfer the Tendered
Notes and that the Issuer will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions,  charges, encumbrances, and adverse claims
when the Tendered Notes are acquired by the Issuer as contemplated  herein.  The
undersigned  and each Beneficial  Owner will, upon request,  execute and deliver
any  additional  documents  reasonably  requested  by the Issuer or the Exchange
Agent as necessary or desirable to complete and give effect to the  transactions
contemplated hereby.

     The  undersigned  hereby  represents and warrants that the  information set
forth in Box 2 is true and correct.

     By accepting the Exchange  Offer,  the  undersigned  hereby  represents and
warrants that (i) the Exchange Notes to be acquired by the  undersigned  and any
Beneficial  Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned  and any Beneficial  Owner(s) in the ordinary course of business
of the  undersigned and any Beneficial  Owner(s),  (ii) the undersigned and each
Beneficial Owner that are not Participating  Broker-Dealers,  are not engaged in
and do not intend to engage in, and have no  arrangement or  understanding  with
any person to engage in, a distribution of the Exchange  Notes,  (iii) except as
otherwise  disclosed  in  writing  herewith,  neither  the  undersigned  nor any
Beneficial  Owner is an "affiliate," as defined in Rule 405 under the Securities
Act,  of the  Issuer,  and  (iv)  the  undersigned  and  each  Beneficial  Owner
acknowledge and agree that any person  participating  in the Exchange Offer with
the intention or 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  (together  with the  rules  and  regulations  promulgated
thereunder, the "Securities Act"), in connection with a secondary resale of the




                                        2

<PAGE>



Exchange  Notes  acquired by such person and cannot rely on the  position of the
Staff of the Securities and Exchange  Commission (the "Commission") set forth in
the  no-action  letters  that are  discussed  in the  section of the  Prospectus
entitled "The Exchange Offer." In addition, by accepting the Exchange Offer, the
undersigned  hereby (i) represents and warrants that, if the  undersigned or any
Beneficial   Owner  of  the  Notes  is  a  Participating   Broker-Dealer,   such
Participating  Broker-Dealer  acquired the Notes for its own account as a result
of market-making activities or other trading activities and has not entered into
any  arrangement  or  understanding  with the  Company or any  affiliate  of the
Company  (within the meaning of Rule 405 under the Securities Act) to distribute
the Exchange Notes to be received in the Exchange Offer,  and (ii)  acknowledges
that,  by  receiving  Exchange  Notes for its own account in exchange for Notes,
where such Notes were acquired as a result of market-making  activities or other
trading activities,  such Participating  Broker-Dealer will deliver a prospectus
meeting the  requirements of the Securities Act in connection with any resale of
such  Exchange  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.

     [ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.

     [ ] CHECK HERE IF TENDERED  NOTES ARE BEING DELIVERED  PURSUANT TO A NOTICE
         OF GUARANTEED DELIVERY  PREVIOUSLY  DELIVERED TO THE EXCHANGE AGENT AND
         COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).

     [ ] CHECK  HERE IF  TENDERED  NOTES ARE  BEING  DELIVERED  BY   BOOK-ENTRY
         TRANSFER MADE TO THE ACCOUNT  MAINTAINED BY THE EXCHANGE AGENT WITH THE
         BOOKENTRY  TRANSFER FACILITY AND COMPLETE "Use of Book-Entry  Transfer"
         BELOW (Box 5).


                  PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                      CAREFULLY BEFORE COMPLETING THE BOXES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                     BOX 1
                                        DESCRIPTION OF NOTES TENDERED
                                (Attach additional signed pages, if necessary)
----------------------------------------------------------------------------------------------------------------
                                                                              Aggregate
<S>                                                    <C>                 <C>               <C>   
Name(s) and Address(es) of Registered Note Holder(s),     Certificate      Principal Amount      Aggregate
 exactly as name(s) appear(s) on Note Certificate(s)     Number(s) of       Represented by    Principal Amount
             (Please fill in, if blank)                     Notes*          Certificate(s)       Tendered**
----------------------------------------------------------------------------------------------------------------

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

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

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

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


                                                             Total

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

     *   Need not be completed by persons tendering by book-entry transfer.

     **  The minimum  permitted  tender is $1,000 in principal  amount of Notes.
         All other tenders must be in integral  multiples of $1,000 of principal
         amount. Unless otherwise indicated in this column, the principal amount
         of all Note  Certificates  identified in this Box 1 or delivered to the
         Exchange Agent herewith shall be deemed tendered. See Instruction 4.
----------------------------------------------------------------------------------------------------------------
</TABLE>





                                        3

<PAGE>



--------------------------------------------------------------------------------
                                      BOX 2
                               BENEFICIAL OWNER(S)
--------------------------------------------------------------------------------
 State of Principal Residence of              Principal Amount of Tendered Notes
 Beneficial Owner of Tendered Notes         Held for Account of Beneficial Owner
--------------------------------------------------------------------------------

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

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

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

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

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

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


--------------------------------------------------------------------------------
                                     BOX 3
                          SPECIAL DELIVERY INSTRUCTIONS
                          (See Instructions 5, 6 and 7)

TO BE COMPLETED ONLY IF EXCHANGE NOTES EXCHANGED FOR NOTES AND UNTENDERED  NOTES
ARE TO BE SENT TO SOMEONE OTHER THAN THE  UNDERSIGNED,  OR TO THE UNDERSIGNED AT
AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

Mail Exchange Note(s) and any untendered Notes to:
Name(s):

--------------------------------------------------------------------------------
(please print)

Address:

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

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

--------------------------------------------------------------------------------
(include Zip Code)

Tax Identification or
Social Security No.:
--------------------------------------------------------------------------------






                                        4

<PAGE>



--------------------------------------------------------------------------------
                                      BOX 4

                           USE OF GUARANTEED DELIVERY
                               (See Instruction 2)

TO BE  COMPLETED  ONLY IF NOTES  ARE  BEING  TENDERED  BY  MEANS OF A NOTICE  OF
GUARANTEED DELIVERY.

Name(s) of Registered Holder(s):

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

Date of Execution of Notice of Guaranteed Delivery:                  
                                                   -----------------------------

Name of Institution which Guaranteed Delivery:                       
                                              ----------------------------------
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                      BOX 5 

                           USE OF BOOK-ENTRY TRANSFER
                               (See Instruction 1) 

TO BE COMPLETED  ONLY IF DELIVERY OF TENDERED  NOTES IS TO BE MADE BY BOOK-ENTRY
TRANSFER.

Name of Tendering Institution:              
                              --------------------------------------------------

Account Number:                             
               -----------------------------------------------------------------

Transaction Code Number:                    
                        --------------------------------------------------------
--------------------------------------------------------------------------------






                                        5

<PAGE>
--------------------------------------------------------------------------------
                                      BOX 6

                           TENDERING HOLDER SIGNATURE
                           (See Instructions 1 and 5)
                    In Addition, Complete Substitute Form W-9
--------------------------------------------------------------------------------

X                                        Signature-Guarantee
 -------------------------------------   (If required by Instruction 5)
X                                                 
 ------------------------------------
(Signature of Registered Holder(s) or    Authorized-Signature
      Authorized Signatory)                                         

     Note:  The above  lines  must be    X ---------------------------------- 
signed by the registered holder(s) of                  
Notes as their  name(s)  appear(s) on    Name:-------------------------------   
the Notes or by persons(s) authorized              (please print)
to   become   registered    holder(s) 
(evidence of which authorization must         
be  transmitted  with this  Letter of    Title: -----------------------------
Transmittal).  If  signature  is by a 
trustee,   executor,   administrator,    Name of Firm: ---------------------- 
guardian, attorney-in-fact,  officer,           (Must be an Eligible Institution
or other person acting in a fiduciary            as-defined in Instruction 2)
or  representative   capacity,   such           
person must set forth his or her full   Address: ----------------------------
title below. See Instruction 5.       
                                                 ----------------------------
Name(s):-------------------------------                                      
                                                 ----------------------------
        ------------------------------                 (include Zip Code)

Capacity:-----------------------------  Area Code and Telephone Number:
                                        
        ------------------------------           ----------------------------
                                      
Street Address: ----------------------  Dated:   ----------------------------

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

        ------------------------------
              (include Zip Code)

    Area-Code-and-Telephone Number:

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

Tax Identification or Social Security Number:

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

--------------------------------------------------------------------------------
                                     BOX 7

                              BROKER-DEALER STATUS
--------------------------------------------------------------------------------
|_|        Check  this  box  if  the   Beneficial   Owner  of  the  Notes  is  a
           Participating  Broker-Dealer  and  such  Participating  Broker-Dealer
           acquired  the Notes for its own account as a result of  market-making
           activities or other trading activities.
--------------------------------------------------------------------------------
|_|        Check  here  if you are a  Participating  Broker-Dealer  and  wish to
           receive 10 additional  copies of the  prospectus and 10 copies of any
           amendments or supplements thereto.
--------------------------------------------------------------------------------

                                        6

<PAGE>

--------------------------------------------------------------------------------
                          PAYOR'S NAME: RADIO ONE, INC.

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

                            Name (if joint names, list first and circle the name
                            of the person or entity whose number you enter in
    SUBSTITUTE              Part 1 below. See instructions if your name has 
                            changed.)
    FORM W-9                ----------------------------------------------------
                            Address:
Department of the Treasury
                            ----------------------------------------------------
Internal Revenue Service
                            City, State and ZIP Code:

                            ----------------------------------------------------
      
                            List account number(s) here (optional)

                            ----------------------------------------------------
      PART 1--PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION        Social Security
      NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY          Number or TIN
      SIGNING AND DATING BELOW
      --------------------------------------------------------------------------
      PART  2--Check  the  box if you are  NOT  subject  to
      backup  withholding  under the  provisions of section
      3406(a)(1)(C)  of the  Internal  Revenue Code because
      (1) you have not been  notified  that you are subject
      to  backup  withholding  as a result  of  failure  to
      report all  interest or dividends or (2) the Internal
      Revenue  
   
      Service  has  notified  you  that you are no
      longer subject to backup withholding.             [  ]

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

      CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I            Part 3--
      CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM      Awaiting TIN [  ]
      IS TRUE, CORRECT AND COMPLETE.

      SIGNATURE   _________________  DATE  ____________________

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

NOTE:    FAILURE  TO  COMPLETE  AND  RETURN  THIS  FORM  MAY  RESULT  IN  BACKUP
----     WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
         OFFER.  PLEASE  REVIEW THE ENCLOSED  GUIDELINES  FOR  CERTIFICATION  OF
         TAXPAYER  IDENTIFICATION  NUMBER ON SUBSTITUTE  FORM W-9 FOR ADDITIONAL
         DETAILS.




                                        7

<PAGE>



                      INSTRUCTIONS TO LETTER OF TRANSMITTAL

                    FORMING PART OF THE TERMS AND CONDITIONS
                              OF THE EXCHANGE OFFER


     1. DELIVERY OF THIS LETTER OF TRANSMITTAL  AND NOTES. A properly  completed
and duly executed copy of this Letter of Transmittal,  including Substitute Form
W-9,  and any other  documents  required by this Letter of  Transmittal  must be
received  by the  Exchange  Agent at its address  set forth  herein,  and either
certificates  for Tendered  Notes must be received by the Exchange  Agent at its
address set forth herein or such Tendered Notes must be transferred  pursuant to
the  procedures for book-entry  transfer  described in the Prospectus  under the
caption  "Exchange  Offer--Book-Entry  Transfer"  (and a  confirmation  of  such
transfer  received by the Exchange Agent),  in each case prior to 5:00 p.m., New
York City time, on the Expiration  Date. The method of delivery of  certificates
for Tendered Notes, this Letter of Transmittal and all other required  documents
to the Exchange  Agent is at the election and risk of the  tendering  holder and
the  delivery  will be deemed made only when  actually  received by the Exchange
Agent. If delivery is by mail,  registered  mail with return receipt  requested,
properly insured, is recommended. 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  timely  delivery.  No Letter of
Transmittal  or Notes should be sent to the Company.  Neither the Issuer nor the
registrar is under any obligation to notify any tendering holder of the Issuer's
acceptance of Tendered Notes prior to the closing of the Exchange Offer.

     2. GUARANTEED DELIVERY  PROCEDURES.  Holders who wish to tender their Notes
but whose Notes are not  immediately  available,  and who cannot  deliver  their
Notes, this Letter of Transmittal or any other documents  required hereby to the
Exchange Agent prior to the Expiration Date must tender their Notes according to
the guaranteed delivery procedures set forth below,  including completion of Box
4.  Pursuant  to such  procedures:  (i) such tender must be made by or through a
firm  which  is a member  of a  recognized  Medallion  Program  approved  by the
Securities Transfer Association Inc. (an "Eligible  Institution") and the Notice
of  Guaranteed  Delivery  must  be  signed  by the  holder;  (ii)  prior  to the
Expiration  Date,  the Exchange Agent must have received from the holder and the
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by mail or hand  delivery)  setting  forth the name and address of the
holder, the certificate number(s) of the Tendered Notes and the principal amount
of  Tendered  Notes,   stating  that  the  tender  is  being  made  thereby  and
guaranteeing  that,  within five New York Stock Exchange  trading days after the
Expiration  Date,  this Letter of Transmittal  together with the  certificate(s)
representing the Notes and any other required documents will be deposited by the
Eligible  Institution with the Exchange Agent; and (iii) such properly completed
and executed Letter of Transmittal,  as well as all other documents  required by
this Letter of  Transmittal  and the  certificate(s)  representing  all Tendered
Notes in proper form for transfer, must be received by the Exchange Agent within
five New York Stock Exchange  trading days after the Expiration Date. Any holder
who  wishes to tender  Notes  pursuant  to the  guaranteed  delivery  procedures
described  above must  ensure that the  Exchange  Agent  receives  the Notice of
Guaranteed  Delivery  relating to such Notes  prior to 5:00 p.m.,  New York City
time,  on the  Expiration  Date.  Failure to complete  the  guaranteed  delivery
procedures  outlined above will not, of itself,  affect the validity or effect a
revocation of any Letter of Transmittal form properly  completed and executed by
an Eligible Holder who attempted to use the guaranteed delivery process.

     3. BENEFICIAL OWNER  INSTRUCTIONS TO REGISTERED  HOLDERS.  Only a holder in
whose name Tendered  Notes are  registered on the books of the registrar (or the
legal  representative or attorney-in-fact of such registered holder) may execute
and deliver this Letter of Transmittal.  Any Beneficial  Owner of Tendered Notes
who is not the  registered  holder must  arrange  promptly  with the  registered
holder to execute and deliver  this Letter of  Transmittal  on his or her behalf
through the execution and delivery to the registered  holder of the Instructions
to Registered  Holder  and/or  Book-Entry  Transfer  Facility  Participant  from
Beneficial Owner form accompanying this Letter of Transmittal.

     4. PARTIAL  TENDERS.  Tenders of Notes  will be  accepted only in  integral
multiples  of $1,000 in  principal  amount.  If less than the  entire  principal
amount of Notes held by the holder is tendered, the tendering holder should fill
in the principal  amount  tendered in the column  labeled  "Aggregate  Principal
Amount Tendered" of




                                        8

<PAGE>



the box  entitled  "Description  of Notes  Tendered"  (Box 1) above.  The entire
principal amount of Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated.  If the entire principal amount of all
Notes held by the holder is not tendered, then Notes for the principal amount of
Notes not tendered and Exchange  Notes issued in exchange for any Notes tendered
and accepted will be sent to the Holder at his or her registered address, unless
a  different  address  is  provided  in the  appropriate  box on this  Letter of
Transmittal, as soon as practicable following the Expiration Date.

     5. SIGNATURES ON THE LETTER OF TRANSMITTAL;  BOND POWERS AND  ENDORSEMENTS;
GUARANTEE  OF  SIGNATURES.  If this  Letter  of  Transmittal  is  signed  by the
registered  holder(s) of the Tendered Notes,  the signature must correspond with
the name(s) as written on the face of the  Tendered  Notes  without  alteration,
enlargement or any change whatsoever.

     If any of the  Tendered  Notes are  owned of  record  by two or more  joint
owners,  all such owners must sign this Letter of  Transmittal.  If any Tendered
Notes are held in different  names,  it will be necessary to complete,  sign and
submit  as many  separate  copies  of the  Letter  of  Transmittal  as there are
different names in which Tendered Notes are held.

     If this Letter of  Transmittal  is signed by the  registered  holder(s)  of
Tendered Notes, and Exchange Notes issued in exchange  therefor are to be issued
(and any untendered  principal amount of Notes is to be reissued) in the name of
the registered holder(s), then such registered holder(s) need not and should not
endorse any  Tendered  Notes,  nor provide a separate  bond power.  In any other
case, such registered  holder(s) must either properly endorse the Tendered Notes
or  transmit  a properly  completed  separate  bond  power  with this  Letter of
Transmittal,  with the  signature(s) on the endorsement or bond power guaranteed
by an Eligible Institution.

     If this  Letter  of  Transmittal  is  signed  by a  person  other  than the
registered holder(s) of any Tendered Notes, such Tendered Notes must be endorsed
or accompanied by appropriate bond powers,  in each case,  signed as the name(s)
of  the  registered   holder(s)  appear(s)  on  the  Tendered  Notes,  with  the
signature(s)  on  the  endorsement  or  bond  power  guaranteed  by an  Eligible
Institution.

     If this  Letter of  Transmittal  or any  Tendered  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
Issuer, evidence satisfactory to the Issuer of their authority to so act must be
submitted with this Letter of Transmittal.

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

     Signatures on this Letter of Transmittal  must be guaranteed by an Eligible
Institution  unless the Tendered  Notes are tendered (i) by a registered  holder
who has not  completed  the box set  forth  herein  entitled  "Special  Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.

     6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate, in the
applicable  box (Box 3), the name and address to which the Exchange Notes and/or
substitute Notes for principal amounts not tendered or not accepted for exchange
are to be 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  Issuer  will  pay all  transfer  taxes,  if any,
applicable to the exchange of Tendered Notes pursuant to the Exchange Offer. If,
however,  a transfer  tax is imposed for any reason  other than the transfer and
exchange of Tendered  Notes pursuant to the Exchange  Offer,  then the amount of
any such transfer  taxes  (whether  imposed on the  registered  holder or on any
other person) 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.

     Except as  provided in this  Instruction  7, it will not be  necessary  for
transfer tax stamps to be affixed to the Tendered Notes listed in this Letter of
Transmittal.



                                        9

<PAGE>



     8. TAX  IDENTIFICATION  NUMBER.  Federal  income tax law requires  that the
holder(s) of any Tendered Notes which are accepted for exchange must provide the
Issuer (as payor)  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 Issuer is not provided with the correct TIN, the Holder
may be subject to backup  withholding  and a $50 penalty imposed by the Internal
Revenue Service.  (If withholding  results in an over-payment of taxes, a refund
may be obtained.) Certain holders (including, among others, all corporations and
certain  foreign  individuals)  are not subject to these backup  withholding and
reporting  requirements.  See the  enclosed  "Guidelines  for  Certification  of
Taxpayer   Identification   Number  on  Substitute   Form  W-9"  for  additional
instructions.

     To prevent backup  withholding,  each holder of Tendered Notes 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) 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 (ii) the Internal Revenue Service
has  notified  the  holder  that  such  holder is no  longer  subject  to backup
withholding.  If the Tendered  Notes are registered in more than one name or are
not in the name of the actual owner,  consult the "Guidelines for  Certification
of Taxpayer  Identification  Number on Substitute  Form W-9" for  information on
which TIN to report.

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

     9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Tendered Notes will be
determined by the Issuer in its sole  discretion,  which  determination  will be
final and binding. The Issuer reserves the right to reject any and all Notes not
validly  tendered or any Notes the Issuer's  acceptance  of which would,  in the
opinion of the Issuer or their  counsel,  be unlawful.  The Issuer also reserves
the  right  to  waive  any  conditions  of the  Exchange  Offer  or  defects  or
irregularities  in  tenders of Notes as to any  ineligibility  of any holder who
seeks to tender Notes in the Exchange Offer. The interpretation of the terms and
conditions of the Exchange Offer  (including  this Letter of Transmittal and the
instructions  hereto) by the Issuer  shall be final and binding on all  parties.
Unless waived, any defects or irregularities in connection with tenders of Notes
must be cured  within  such time as the  Issuer  shall  determine.  Neither  the
Issuer,  the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities  with respect to tenders of Notes, nor
shall any of them incur any  liability  for  failure to give such  notification.
Tenders  of Notes  will not be deemed to have been made  until  such  defects or
irregularities  have been cured or waived.  Any 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 amend,
waive or modify any of the  conditions in the Exchange  Offer in the case of any
Tendered Notes.

     11. NO CONDITIONAL  TENDER.  No  alternative,  conditional,  irregular,  or
contingent  tender of Notes or transmittal of this Letter of Transmittal will be
accepted.

     12. MUTILATED,  Lost, Stolen or Destroyed Notes. Any tendering Holder whose
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated herein for further instructions.

     13.  REQUESTS FOR ASSISTANCE OR ADDITIONAL  COPIES.  Questions and requests
for  assistance  and requests for  additional  copies of the  Prospectus or this
Letter of  Transmittal  may be  directed  to the  Exchange  Agent at the address
indicated  herein.  Holders may also contact  their broker,  dealer,  commercial
bank,  trust company or other  nominee for  assistance  concerning  the Exchange
Offer.

     14.  ACCEPTANCE OF TENDERED  NOTES AND ISSUANCE OF NOTES;  RETURN OF NOTES.
Subject to the terms and  conditions  of the  Exchange  Offer,  the Issuer  will
accept for exchange all validly tendered Notes as soon as practicable  after the
Expiration  Date and will issue  Exchange  Notes therefor as soon as practicable
after the  Expiration  Date and will issue  Exchange  Notes  therefor as soon as
practicable thereafter.




                                       10

<PAGE>


For purposes of the Exchange Offer,  the Issuer shall be deemed to have accepted
tendered  Notes  when,  as and if the  Issuer has given  written or oral  notice
(immediately followed in writing) thereof to the Exchange Agent. If any Tendered
Notes are not  exchanged  pursuant to the  Exchange  Offer for any reason,  such
unexchanged Notes will be returned,  without expense,  to the undersigned at the
address  shown in Box 1 or at a  different  address as may be  indicated  herein
under "Special Delivery Instructions" (Box 3).

     15.  WITHDRAWAL.  Tenders may be withdrawn  only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer."




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