
<PAGE>
 
                                                                    EXHIBIT 99.1
                             LETTER OF TRANSMITTAL
 
                                  ASHLAND INC.
 
                        OFFER TO EXCHANGE ITS REGISTERED
                         6 5/8% SENIOR NOTES DUE 2008,
                    FOR UP TO $150,000,000 PRINCIPAL AMOUNT
                OF ITS OUTSTANDING 6 5/8% SENIOR NOTES DUE 2008
 
                  PURSUANT TO THE PROSPECTUS, DATED    , 1998
 
 
 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON    ,
 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 
 
      By Mail:              By Overnight Courier           By Hand: 
                                  Delivery:        
                                                                      
 
   Citibank, N.A.              Citibank, N.A.               Citibank, N.A.
  c/o Citicorp Data           c/o Citicorp Data         Corporate Trust Window
 Distribution, Inc.          Distribution, Inc.       111 Wall Street, 5th Floor
    P.O. Box 7072              404 Sette Drive          New York, New York 10043
Paramus, New Jersey 07653   Paramus, New Jersey 07652         
 
 
                    By Facsimile for Eligible Institutions:
                                 (201) 262-3240
 
                          Facsimile Confirmation Only:
                                 (800) 422-2077
 
                                For Information:
                                 (800) 422-2077
 
  Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
 
  The undersigned acknowledges that he or she has received the Prospectus,
dated        , 1998 (the "Prospectus"), of Ashland Inc., a Kentucky corporation
(the "Company"), and this Letter of Transmittal (this "Letter"), which together
constitute the Company's offer (the "Exchange Offer") to exchange up to
$150,000,000 prinicipal amount of 6 5/8% Senior Notes Due 2008 (the "New
Notes") of the Company for an equal principal amount of the Company's
outstanding 6 5/8% Senior Notes Due 2008 (the "Old Notes"). The New Notes and
the Old Notes are collectively referred to herein as the "Notes."
 
  For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. Cash interest on the New Notes will accrue and be payable
semiannually in arrears on each February 15 and August 15, commencing August
15, 1998, at a rate of 6.625% per annum. If (i) the Company is required to file
a shelf registration statement with respect to the Old Notes (the "Shelf
Registration Statement") and has not filed such Shelf Registration Statement on
or prior to 150 days after February 17, 1998; or (ii) the Shelf Registration
Statement has not been declared effective on or prior to 180 days after
February 17, 1998; or (iii) the Shelf Registration Statement is declared
effective but thereafter ceases to be effective or usable in connection with
resales of Transfer Restricted Securities (as defined in the Prospectus) during
the periods specified (each such event referred to in clauses (i) through (iii)
a "Registration Default"), then commencing on the day after the occurrence of
such Registration Default, the Company will pay additional interest
("Additional Interest") to each holder of Notes (each, a "Holder") at a rate of
0.25% per annum; provided, however, that if more than one Registration Default
shall occur, the rate of Additional Interest on the Notes will not exceed 0.25%
per annum; and
<PAGE>
 
provided further, however, that (1) upon the filing of the Shelf Registration
Statement (in the case of clause (i) above), (2) upon the effectiveness of the
Shelf Registration Statement (in the case of clause (ii) above), or (3) upon
the filing of a post-effective amendment to the Shelf Registration Statement
or an additional registration statement that causes the Shelf Registration
Statement to again be declared effective or made usable (in the case of clause
(iii) above), Additional Interest on the Notes as a result of a Registration
Default will cease to accrue.
 
  The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its sole discretion (but in no event to a date later
than      , 1998), in which case the term "Expiration Date" shall mean the
latest date and time to which the Exchange Offer is extended. The Company
shall notify the holders of the Old Notes of any extension as promptly as
practicable by oral or written notice thereof.
 
  This Letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of Old Notes, if
available, is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer"
section of the Prospectus. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
 
  The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
 
<PAGE>
 
  List below the Old Notes to which this Letter relates. If the space provided
below is inadequate, the certificate numbers and principal amount at maturity
of Old Notes should be listed on a separate signed schedule affixed hereto.
 
                           DESCRIPTION OF OLD NOTES
-------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
                                          1                        2
-------------------------------------------------------------------------------
                                                                PRINCIPAL    
                                                                 AMOUNT        
NAME(S) AND ADDRESS(ES) OF            CERTIFICATE            AT MATURITY OF   
  REGISTERED HOLDER(S)             NUMBER(S) OF OLD              NOTES        
  (PLEASE FILL IN, BLANK)            NOTES TENDERED*           TENDERED**       
-------------------------------------------------------------------------------
<S>                            <C>

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

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

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

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

                                -----------------------------------------------
                                 TOTAL
-------------------------------------------------------------------------------
</TABLE>
  * Need not be completed if Old Notes are being tendered by book-entry 
    transfer.
 ** Old Notes tendered hereby must be in denominations of principal amount
    at maturity of $1,000 and any integral multiple thereof. See Instruction 1.
-------------------------------------------------------------------------------
 
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
   MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
   TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
 
   Name of Tendering Institution_______________________________________________
 
   Account Number___-_________              Transaction Code Number____________
 
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
   OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
   THE FOLLOWING:
 
   Name(s) of Registered Holder(s)_____________________________________________
 
   Window Ticket Number (if any)_______________________________________________
 
   Date of Execution of Notice of Guaranteed Delivery__________________________
 
   Name of Institution which guaranteed delivery_______________________________
 
   IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
 
   Account Number____________              Transaction Code Number____________
 
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
   COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
   THERETO.
 
   Name:_______________________________________________________________________
 
   Address:____________________________________________________________________
 
           ____________________________________________________________________
<PAGE>
 
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
 
Ladies and Gentlemen:
 
  Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Old Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title
and interest in and to such Old Notes as are being tendered hereby.
 
  The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim when the same are accepted by the
Company. The undersigned hereby further represents that any New Notes acquired
in exchange for Old Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not such person is the undersigned, that neither the holder of such Old Notes
nor any such other person is engaged in, or intends to engage in a
distribution of such New Notes, or has an arrangement or understanding with
any person to participate in the distribution of such New Notes, and that
neither the holder of such Old Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act of 1933 (the
"Securities Act"), of the Company.
 
  The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set
forth in no-action letters issued to third parties, that the New Notes issued
in exchange for the Old 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: (1)
such holders are not affiliates of the Company within the meaning of Rule 405
under the Securities Act; (2) such New Notes are acquired in the ordinary
course of such holders' business; and (3) such holders are not engaged in, and
do not intend to engage in, a distribution of such New Notes and have no
arrangement or understanding with any person to participate in the
distribution of such New Notes. However, the staff of the Commission has not
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the Commission would make a similar
determination with respect to the Exchange Offer as in other circumstances. If
a holder of Old Notes is an affiliate of the Company, and is engaged in or
intends to engage in a distribution of the New Notes or has any arrangement or
understanding with respect to the distribution of the New Notes to be acquired
pursuant to the Exchange Offer, such holder could not rely on the applicable
interpretations of the staff of the Commission and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges 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.
 
  The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.
 
  Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes in the name of the
undersigned or, in the case of a book-entry delivery of Old Notes, please
credit the
<PAGE>
 
account indicated above maintained at the Book-Entry Transfer Facility.
Similarly, unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Notes to the undersigned at the
address shown above in the box entitled "Description of Old Notes."
 
  THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES
AS SET FORTH IN SUCH BOX ABOVE.
 
 
         SPECIAL ISSUANCE                    SPECIAL DELIVERY INSTRUCTIONS
  INSTRUCTIONS(SEE INSTRUCTIONS 2             (SEE INSTRUCTIONS 2 AND 3)
              AND 3)
 
 
                                            To be completed ONLY if certif-
  To be completed ONLY if certif-          icates for Old Notes not ex-
 icates for Old Notes not ex-              changed and/or New Notes are to
 changed and/or New Notes are to           be sent to someone other than
 be issued in the name of and              the person(s) whose signature(s)
 sent to someone other than the            appear(s) on this Letter above
 person(s) whose signature(s) ap-          or to such person(s) at an ad-
 pear(s) on this Letter above, or          dress other than shown in the
 if Old Notes delivered by book-           box entitled "Description of Old
 entry transfer which are not ac-          Notes" on this Letter above.
 cepted for exchange are to be
 returned by credit to an account
 maintained at the Book-Entry
 Transfer Facility other than the
 account indicated above.
 
                                           Mail New Notes and/or Old Notes
                                           to:
                                           Name(s): ________________________
                                                (PLEASE TYPE OR PRINT)
 
                                           _________________________________
 Issue New Notes and/or Old Notes               (PLEASE TYPE OR PRINT)
 to:                                       Address: ________________________
 
                                           _________________________________
 Name(s): ________________________               (INCLUDING ZIP CODE)
      (PLEASE TYPE OR PRINT)
 _________________________________
      (PLEASE TYPE OR PRINT)
 Address: ________________________
 _________________________________
       (INCLUDING ZIP CODE)
 
      (COMPLETE ACCOMPANYING
       SUBSTITUTE FORM W-9)
 
 [_]Credit unexchanged Old Notes
    delivered by book-entry
    transfer to the Book-Entry
    Transfer Facility account set
    forth below.
 
 _________________________________
   (BOOK-ENTRY TRANSFER FACILITY
  ACCOUNT NUMBER, IF APPLICABLE)
 
 IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
            FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
            DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED
            BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
            THE EXPIRATION DATE.
 
                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                  CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
 
<PAGE>
 
 
                                PLEASE SIGN HERE
                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)
          (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
 Dated:________________________________________________________________, 1998
 x:____________________________________________________              , 1998
 x:____________________________________________________              , 1998
              (SIGNATURE(S) OF OWNER(S))                         (DATE)
 Area Code and Telephone Number:_____________________________________________
 
 If a holder is tendering any Old Notes, this Letter must be signed by the
 registered holder(s) as the name(s) appear(s) on the certificate(s) for the
 Old Notes or by any person(s) authorized to become registered holder(s) by
 endorsements and documents transmitted herewith. If signature is by a
 trustee, executor, administrator, guardian, officer or other person acting
 in a fiduciary or representative capacity, please set forth full title. See
 Instruction 2.
 
 
 Name(s):____________________________________________________________________
 ____________________________________________________________________________
                             (PLEASE TYPE OR PRINT)
 
 Capacity:___________________________________________________________________
 Address:____________________________________________________________________
 ____________________________________________________________________________
                              (INCLUDING ZIP CODE)
 
                              SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 2)
 
 Signature Guaranteed by
 an Eligible Institution:____________________________________________________
                             (AUTHORIZED SIGNATURE)
 ____________________________________________________________________________
                                    (TITLE)
 ____________________________________________________________________________
                                (NAME AND FIRM)
 
 Dated:________________________________________________________________, 1998
 
<PAGE>
 
                                 INSTRUCTIONS
 
 FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE REGISTERED
         6 5/8% SENIOR NOTES DUE 2008 FOR UP TO $150,000,000 PRINCIPAL
             AMOUNT OF OUTSTANDING 6 5/8% SENIOR NOTES DUE 2008 OF
                                 ASHLAND INC.
 
1. DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES.
 
  This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
"The Exchange Offer--Procedures for Tendering" section of the Prospectus.
Certificates for all physically tendered Old Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Old Notes
tendered hereby must be in denominations of principal amount at maturity of
$1,000 and any integral multiple thereof.
 
  Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution (as defined below), (ii) prior to the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the
Company (by facsimile transmission, mail or hand delivery), setting forth the
name and address of the holder of Old Notes, the certificate number or numbers
of such Old Notes and the principal amount of Old Notes tendered, stating that
the tender is being made thereby and guaranteeing that within five business
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with the certificate or certificates representing the Old
Notes to be tendered in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate or certificates representing
all tendered Old Notes in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and all other documents required by the
Letter of Transmittal are received by the Exchange Agent within five business
days after the Expiration Date.
 
  The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering holders. Instead of
delivery by mail, it is recommended that holders 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 Old Notes should be sent to the Company. Holders may request
their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the tenders for such holders.
 
  See "The Exchange Offer" section of the Prospectus.
 
2. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
 
  If this Letter is signed by the registered holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on the
face of the certificates without any change whatsoever.
 
  If any tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter.
<PAGE>
 
  If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
 
  When this Letter is signed by the registered holder of the Old Notes
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued
to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
Signatures on such certificates must be guaranteed by an Eligible Institution.
 
  If the Letter of Transmittal is signed by a person other than the registered
holder of any Old Notes listed therein, such Old Notes must be endorsed by
such registered holder or accompanied by a properly completed bond power, in
each case signed or endorsed in blank by such registered holder as such
registered holder's name appears on such Old Notes.
 
  If the Letter of Transmittal or any Old Notes or bond powers are signed or
endorsed by trustees, executors, administrators, guardians, attorney-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 so act
must be submitted with the Letter of Transmittal.
 
  Signature on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution unless the Old Notes
tendered pursuant thereto are tendered (i) by a registered holder who has not
completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution. In the event that signatures on a Letter of
Transmittal or a notice of withdrawal, as the case may be, are required to be
guaranteed, such guarantee must be by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., a commercial bank or 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 Securities Exchange Act of 1934, as amended (each an
"Eligible Institution").
 
3. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
 
  Tendering holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. A holder of Old Notes tendering Old Notes by book-entry transfer
may request that Old Notes not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such holder of Old Notes may
designate hereon. If no such instructions are given, such Old Notes not
exchanged will be returned to the name or address of the person signing this
Letter.
 
4. TAX IDENTIFICATION NUMBER.
 
  Federal income tax law generally requires that a tendering holder whose Old
Notes are accepted for exchange must provide the Company (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his or her social security number. If
the Company is not provided with the current TIN or an adequate basis for an
exemption, such tendering holder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, delivery of New Notes to such
tendering holder may be subject to backup withholding in an amount equal to
31% of all reportable payments made after the exchange.
 
  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 of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
 
  To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the "Substitute Form W-9" set forth
below, certifying that the TIN provided is correct (or that such
<PAGE>
 
holder is awaiting a TIN) and that (i) the holder is exempt from backup
withholding, (ii) the holder has not been notified by the Internal Revenue
Service that such holder is subject to a backup withholding as a result of a
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 tendering holder of Old Notes is a nonresident
alien or foreign entity not subject to backup withholding, such holder must
give the Company a completed Form W-8, Certificate of Foreign Status. These
forms may be obtained from the Exchange Agent. If the Old Notes are in more
than one name or are not in the name of the actual owner, such holder should
consult the W-9 Guidelines for information on which TIN to report. If such
holder does not have a TIN, such holder should consult the W-9 Guidelines for
instructions on applying for a TIN, check the box in Part 2 of the Substitute
Form W-9 and write "applied for" in lieu of its TIN. Note: checking this box
and writing "applied for" on the form means that such holder has already
applied for a TIN or that such holder intends to apply for one in the near
future. If a holder checks the box in Part 2 of the Substitute Form W-9 and
writes "applied for" on that form, backup withholding at a 31% rate will
nevertheless apply to all reportable payments made to such holder. If such a
holder furnishes its TIN to the Company within 60 days, however, any amounts
so withheld shall be refunded to such holder.
 
  Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
 
5. TRANSFER TAXES.
 
  Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered hereby, or if tendered Old Notes
are registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the exchange
of Old Notes in connection with to the Exchange Offer, 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 herewith, the amount of
such transfer taxes will be billed directly to such tendering holder.
 
  EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
 
6. WAIVER OF CONDITIONS.
 
  The Company reserves the right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
 
7. NO CONDITIONAL TENDERS.
 
  No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Old Notes
for exchange.
 
  Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
 
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
 
  Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
 
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
 
 Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
