





                                 Exhibit (a)(2)


<PAGE>

                              LETTER OF TRANSMITTAL


                                   THE OFFER, WITHDRAWAL RIGHTS AND PRORATION
                                   PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC
                                   STANDARD TIME, ON NOVEMBER 15, 2002 (THE
                                   "EXPIRATION  DATE") UNLESS EXTENDED.

                               Deliver to:      Sutter Capital Management, LLC
                                                150 Post Street, Suite 405,
                                                San Francisco, California 94108
                                                For Assistance:   (415) 788-1441
                               Via Facsimile:   Facsimile:        (415) 788-1515

                          (PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS
                           PRINTED TO THE LEFT)

         To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Purchaser on or prior to the Expiration Date.
         Delivery of this Letter of Transmittal or any other required documents
to an address other than as set forth above does not constitute valid delivery.
The method of delivery of all documents is at the election and risk of the
tendering Noteholder. Please use the pre-addressed, postage-paid envelope
provided.

     This Letter of Transmittal is to be completed by holders of CONVERTIBLE
NOTES, PAR VALUE $1,000 in ALLIED RISER COMMUNICATIONS CORP., a Delaware
corporation (the "Company"), pursuant to the procedures set forth in the Offer
to Purchase (as defined below). Capitalized terms used herein and not defined
herein have the meanings ascribed to such terms in the Offer to Purchase.

               PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS

Gentlemen:
     The undersigned hereby tenders to SCM ACQUISITION FUND, LLC (the
"Purchaser") all of his Convertible Notes, $1,000 par value ("Notes") in the
Company held by the undersigned as set forth above (or, if less than all such
Notes, the face value of Notes tendered set forth below in the signature box),
at a purchase price equal to $80.00 per Note upon the other terms and subject to
the conditions set forth in the Offer to Purchase, dated July 9, 2003 (the
"Offer to Purchase") and in this Letter of Transmittal, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). Receipt of the Offer to Purchase is hereby acknowledged. Subject to
and effective upon acceptance for payment of any of the Notes tendered hereby,
the undersigned hereby sells, assigns and transfers to, or upon the order of,
Purchaser all right, title and interest in and to such Notes which are purchased
pursuant to the Offer. The undersigned hereby irrevocably constitutes and
appoints the Purchaser as the true and lawful agent and attorney-in-fact and
proxy of the undersigned with respect to such Notes, with full power of
substitution (such power of attorney and proxy being deemed to be an irrevocable
power and proxy coupled with an interest), to deliver such Notes and transfer
ownership of such Notes, on the books of the Company, together with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Purchaser and, upon payment of the purchase price in respect of such Notes by
the Purchaser, to exercise all voting rights and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Notes all in
accordance with the terms of the Offer. Upon the purchase of Notes pursuant to
the Offer, all prior proxies and consents given by the undersigned with respect
to such Notes will be revoked and no subsequent proxies or consents may be given
(and if given will not be deemed effective). In addition, by executing this
Letter of Transmittal, the undersigned assigns to the Purchaser all of the
undersigned's rights to receive distributions of cash or securities from the
Company with respect to Notes which are purchased pursuant to the Offer, and to
change the address of record for such distributions on the books of the Company.
Upon request, the Seller will execute and deliver, and irrevocably directs any
custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of such Notes.


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     The undersigned hereby represents and warrants that the undersigned owns
the Notes tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and has full power and authority to validly
tender, sell, assign and transfer the Notes tendered hereby, and that when any
such Notes are purchased by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such Notes will not be
subject to any adverse claim. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer and purchase of Notes tendered
hereby.

     The undersigned understands that a tender of Notes to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchaser to effect a change of distribution address to care of
Sutter Capital Management, LLC, at 150 Post Street, Suite 405, San Francisco,
California 94108. The undersigned recognizes that under certain circumstances
set forth in the Offer to Purchase, the Purchaser may not be required to accept
for payment any of the Notes tendered hereby. In such event, the undersigned
understands that any Letter of Transmittal for Notes not accepted for payment
will be destroyed by the Purchaser. All authority herein conferred or agreed to
be conferred shall survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.

================================================================================
                                  SIGNATURE BOX
    (Please complete Boxes A, B, C and D on the following page as necessary)
================================================================================

Please sign exactly as your name is
printed (or corrected) above, and insert
your Taxpayer Identification Number        X
or Social Security Number in the space     -----------------------------------
provided below your signature.             (Signature of Owner)          Date
For joint owners, each joint owner must
sign. (See Instructions 1) The signatory
hereto hereby certifies under penalties
of perjury the statements in Box B, Box
C and if applicable, Box D.                X
If the undersigned is tendering less       -----------------------------------
than all Notes held the number of Notes  (Signature of Owner)          Date
tendered is set forth below. Otherwise,
all Notes held by the undersigned are
tendered hereby.

                                    Taxpayer I.D. or Social # __________________
_____________ Notes                Telephone No.(day) _________________________
                                                 (eve.) ________________________
                                    E-mail Address:



================================================================================
                                      BOX A
================================================================================
                          Medallion Signature Guarantee
                           (Required for all Sellers)
                               (See Instruction 1)

Name and Address of Eligible Institution: ______________________________________
Authorized Signature __________________________     Title ______________________
Name ________________________________    Date ________________,200______________



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================================================================================
                                      BOX B
                               SUBSTITUTE FORM W-9
                           (See Instruction 3 - Box B)
================================================================================

          The person signing this Letter of Transmittal hereby certifies the
following to the Purchasers under penalties of perjury:

                  (i) The TIN set forth in the signature box on the front of
this Letter of Transmittal is the correct TIN of the Noteholder, or if this box
[ ] is checked, the Noteholder has applied for a TIN. If the Noteholder has
applied for a TIN, a TIN has not been issued to the Noteholder, and either: (a)
the Noteholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Noteholder intends to mail or deliver an application in the near future (it
being understood that if the Noteholder does not provide a TIN to the
Purchasers within sixty (60) days, 31% of all reportable payments made to the
Noteholder thereafter will be withheld until a TIN is provided to the
Purchasers); and

                  (ii) Unless this box [ ] is checked, the Noteholder is not
subject to backup withholding either because the Noteholder: (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Noteholder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Noteholder is no
longer subject to backup withholding.

          Note: Place an "X" in the box in (ii) if you are unable to certify
that the Noteholder is not subject to backup withholding.

================================================================================
                                      BOX C
                                FIRPTA AFFIDAVIT
                           (See Instruction 3 - Box C)
================================================================================

          Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a Company if 50% or
more of the value of its gross assets consists of U.S. real property interests
and 90% or more of the value of its gross assets consists of U.S. real property
interests plus cash equivalents, and the holder of the Company interest is a
foreign person. To inform the Purchasers that no withholding is required with
respect to the Noteholder's interest in the Company, the person signing this
Letter of Transmittal hereby certifies the following under penalties of perjury;
                  (i) Unless this box [ ] is checked, the Noteholder, if an
individual, is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation, foreign
Company, foreign estate or foreign trust (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations); (ii) the Noteholder's U.S.
social security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Noteholder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
          The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.

================================================================================
                                      BOX D
                               SUBSTITUTE FORM W-8
                           (See Instruction 4 - Box D)
================================================================================

          By checking this box [ ], the person signing this Letter of
Transmittal hereby certifies under penalties of perjury that the Noteholder is
an "exempt foreign person" for purposes of the backup withholding rules under
the U.S. federal income tax laws, because the Noteholder:
       (i)   Is a nonresident alien individual or a foreign corporation,
             Company, estate or trust;
       (ii)  If an individual, has not been and plans not to be present in the
             U.S. for a total of 183 days or more during the calendar year; and
       (iii) Neither engages, nor plans to engage, in a U.S. trade or business
             that has effectively connected gains from transactions with a
             broker or barter exchange.

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<PAGE>


                                  INSTRUCTIONS

              Forming Part of the Terms and Conditions of the Offer

1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Notes a Noteholder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the Noteholder's correct Taxpayer Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature must correspond exactly with the name printed (or corrected) on the
front of this Letter of Transmittal without any change whatsoever. If this
Letter of Transmittal is signed by the registered Noteholder of the Notes a
Medallion signature guarantee on this Letter of Transmittal is required.
Similarly, if Notes are tendered for the account of a member firm of a
registered national security exchange, a member firm of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United States (each an "Eligible Institution"), a Medallion signature
guarantee is required. In all other cases, signatures on this Letter of
Transmittal must be Medallion guaranteed by an Eligible Institution, by
completing the Signature guarantee set forth in BOX A of this Letter of
Transmittal. If any tendered Notes are registered in the names of two or more
joint holders, all such holders must sign this Letter of Transmittal. If this
Letter of Transmittal is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, any such person should so indicate when signing and
must submit proper evidence satisfactory to the Purchasers of its authority to
so act. For Notes to be validly tendered, a properly completed and duly
executed Letter of Transmittal, together with any required signature guarantees
in BOX A, and any other documents required by this Letter of Transmittal, must
be received by the Purchasers prior to or on the Expiration Date at its address
or facsimile number set forth on the front of this Letter of Transmittal. No
alternative, conditional or contingent tenders will be accepted. All tendering
Noteholders by execution of this Letter of Transmittal waive any right to
receive any notice of the acceptance of their tender.

2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of Notes accepted for payment pursuant to the
Offer.

3. U.S. Persons. A Noteholder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic Company, a
domestic trust or a domestic estate (collectively "United States persons") as
those terms are defined in the Internal Revenue Code and Income Tax Regulations,
should complete the following:

         Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Noteholder must provide to the Purchasers the
Noteholder's correct Taxpayer Identification Number or Social Security Number
("TIN") in the space provided below the signature line and certify, under
penalties of perjury, that such Noteholder is not subject to such backup
withholding. The TIN that must be provided is that of the registered Noteholder
indicated on the front of this Letter of Transmittal. If a correct TIN is not
provided, penalties may be imposed by the Internal Revenue Service ("IRS"), in
addition to the Noteholder being subject to backup withholding. Certain
Noteholders (including, among others, all corporations) are not subject to
backup withholding. Backup withholding is not an additional tax. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.

         Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each Noteholder who or
which is a United States Person (as defined Instruction 3 above) must certify,
under penalties of perjury, the Noteholder's TIN and address, and that the
Noteholder is not a foreign person. Tax withheld under Section 1445 of the
Internal Revenue Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be obtained from the IRS.

4. Foreign Persons. In order for a Noteholder who is a foreign person (i.e.,
not a United States Person as defined in 3 above) to qualify as exempt from 31%
backup withholding, such foreign Noteholder must certify, under penalties of
perjury, the statement in BOX D of this Letter of Transmittal attesting to that
foreign person's status by checking the box preceding such statement. However,
such person will be subject to withholding of tax under Section 1445 of the
Code.

5.  Additional Copies of Offer to Purchase and Letter of Transmittal. Requests
for assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal may be obtained from the Purchasers by  calling 415-788-1441.


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