

                                                                   Exhibit 99.1

                              LETTER OF TRANSMITTAL
                                       FOR
                        9 1/2% SENIOR SUBORDINATED NOTES
                                       OF
                             AMC ENTERTAINMENT INC.
                                 PURSUANT TO THE
                                 EXCHANGE OFFER
                                  IN RESPECT OF
                ALL OF ITS OUTSTANDING 9 1/2% SENIOR SUBORDINATED
                            NOTES DUE MARCH 15, 2009
                                       FOR
          9 1/2% EXCHANGE SENIOR SUBORDINATED NOTES DUE MARCH 15, 2009

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

                 PURSUANT TO THE PROSPECTUS DATED JULY __, 1997


THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST __,
1997 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY
PRIOR TO THE EXPIRATION DATE.
-------------------------------------------------------------------------------


                   To: The Bank of New York as Exchange Agent


      By Mail:                   By Facsimile:     By Hand or Overnight Courier:
The Bank of New York            (212) 571-3080     The Bank of New York
101 Barclay Street, 7 East                         101 Barclay Street, 7 East
New York, New York 10268     Confirm by Telephone: New York, New York 10268
Attention: Arwen Gibbons                           Attention: Arwen Gibbons
  Reorganization Section        (212) 815-5920       Reorganization Section


         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
VIA TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

         HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD
NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

         By execution hereof, the undersigned acknowledges receipt of the
Prospectus (the "Prospectus"), dated July __, 1997, of AMC Entertainment Inc., a
Delaware corporation (the "Company"), which, together 


<PAGE>

with this Letter of Transmittal and the instructions hereto (the "Letter of
Transmittal"), constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 9 1/2% Exchange Senior Subordinated Notes due
March 15, 2009 (the "New Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus constitutes a part, for each
$1,000 principal amount of its outstanding 9 1/2% Senior Subordinated Notes due
March 15, 2009 (the "Old Notes"), upon the terms and subject to the conditions
set forth in the Prospectus.

         This Letter of Transmittal is to be used by Holders if: (i)
certificates representing Old Notes are to be physically delivered to the
Exchange Agent herewith by Holders; (ii) tender of Old Notes is to be made
through the Authorized Tender Offer Program ("ATOP") System at The Depository
Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus
under "The Exchange Offer--Procedures for Tendering and "--Book Entry
Procedures;" or (iii) tender of Old Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer--Procedures for Tendering." DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

         Unless the context otherwise requires, the term "Holder" with respect
to the Exchange Offer means any person: (i) in whose name Old 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; or (ii) whose Old
Notes are held of record by DTC who desires to deliver such Old Notes by
participating in the ATOP System.

         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 Old Notes must complete
this letter in its entirety.

         All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.

         The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 8 herein.

         HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.


                                       -2-
<PAGE>


         List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Old Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.


                            DESCRIPTION OF OLD NOTES

                                            CERTIFICATE            AGGREGATE
                                             NUMBER(S)             PRINCIPAL
                                           (ATTACH SIGNED            AMOUNT
NAME(S) AND ADDRESS(ES) OF HOLDER(S)     LIST IF NECESSARY)    TENDERED (IF LESS
     (PLEASE FILL IN, IF BLANK)                                    THAN ALL) *













                    TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED
===============================================================================
* Need not be completed by Holders who wish to tender with respect to all Old
  Notes listed. See Instruction 2.
--------------------------------------------------------------------------------


                                       -3-
<PAGE>


If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i)
certificates representing such Old Notes are not lost but are not immediately
available or (ii) time will not permit this Letter of Transmittal, certificates
representing such Old Notes or other required documents to reach the Exchange
Agent prior to the Expiration Date, such Holders may effect a tender of such Old
Notes in accordance with the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer -- Procedures for Tendering."

|_|      CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO
         A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE
         EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

         Name(s) of Holder(s) of Old Notes:

         Window Ticket No. (if any):

         Date of Execution of
         Notice of Guaranteed Delivery:

         Name of Eligible Institution that Guaranteed Delivery:



|_|      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:


                                       -4-
<PAGE>


Gentlemen:

         Subject to the terms of the Exchange Offer, the undersigned hereby
tenders to the Company the principal amount of Old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Old Notes tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to the Old Notes tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent its
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company and as Trustee under the Indenture for the Old
Notes and the New Notes) with respect to the tendered Old Notes with full power
of substitution to (i) deliver certificates for such Old Notes to the Company,
or transfer ownership of such Old Notes on the account books maintained by DTC,
together in either such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such Old
Notes for transfer on the books of the Company and receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.

         The undersigned hereby represents and warrants that he or she 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 acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
upon an interpretation by the staff of the Securities and Exchange Commission
that the New Notes issued in exchange for the Old Notes pursuant to the Exchange
Offer may be offered for sale, 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 have no arrangement with any person to participate in
the distribution of such New Notes.

         The undersigned represents that (i) the New Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of such holder's
business, (ii) such holder has no arrangements with any person to participate in
the distribution of such New Notes and (iii) such holder is not an "affiliate,"
as defined under Rule 405 of the Securities Act of the Company or, if such
holder is an affiliate, that such holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is not a broker-dealer or is a broker-dealer but will not
receive New Notes for its own account in exchange for Old Notes, 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 Old Notes, it represents
that the Old Notes to be exchanged for 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 meeting the requirements of the Securities Act of
1933, as amended, in connection with any resale of such New Notes acquired
pursuant to the Exchange Offer; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

         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 assignment and transfer of the Old Notes tendered
hereby.

         For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, and if, the Company has given oral or
written notice thereof to the Exchange


                                       -5-
<PAGE>


Agent. If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned (except with respect to tenders through DTC), without expense,
to the undersigned at the address shown below or at a different address shown
below or at a different address as may be indicated under "Special Issuance
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 under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.

         The undersigned understands that the Company reserves the right, at any
time and from time to time, in its sole discretion (subject to its obligation
under the Registration Rights Agreement) (i) to delay accepting any Old Notes or
to delay the issuance and exchange of New Notes for Old Notes, to extend the
Exchange Offer or, if any of the conditions set forth in the Prospectus under
the caption "The Exchange Offer --Conditions" shall not have been satisfied, to
terminate the Exchange Offer, by giving oral or written notice of such delay,
extension or termination to the Exchange Agent or (ii) to amend the terms of the
Exchange Offer in any manner.

         The undersigned understands that tenders of Old 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. Any tender of Old Notes
pursuant to this Letter of Transmittal may be withdrawn only in accordance with
the applicable procedures set forth herein and in the Prospectus.

         Unless otherwise indicated under "Special Issuance Instructions,"
please issue the certificates representing the New Notes issued in exchange for
the Old Notes accepted for exchange and return any Old Notes not tendered or not
exchanged, in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please send the certificates
representing the New Notes issued in exchange for the Old Notes accepted for
exchange and any certificates for Old Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signatures, unless, in either event, tender is being
made through DTC. In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the New Notes issued in exchange for the Old Notes accepted for
exchange and return any Old Notes not tendered or not exchanged in the name(s)
of, and send said certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Old Notes from
the name of the registered holder(s) thereof if the Company does not accept for
exchange any of the Old Notes so tendered.


                                       -6-
<PAGE>


                                PLEASE SIGN HERE

                  (TO BE COMPLETED BY ALL TENDERING HOLDERS OF
         OLD NOTES REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY
                               DELIVERED HEREWITH)

         This Letter of Transmittal must be signed by the Holder(s) of Old Notes
exactly as their name(s) appear(s) on certificate(s) for Old Notes, or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 3 herein.

         If the signature appearing below is not of the registered Holder(s) of
the Old Notes, then the registered Holder(s) must sign a valid proxy.

X . . . . . . . . . . . . . . . . . . . . . Date: . . . . . . . . . . . . .

X . . . . . . . . . . . . . . . . . . . . . Date: . . . . . . . . . . . . .
         SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY

Name(s):    . . . . . . . . . . .    Address:    . . . . . . . . . . . . . . . 
            . . . . . . . . . . .                . . . . . . . . . . . . . . . 
                  (PLEASE PRINT)                          (INCLUDING ZIP CODE)

Capacity:   . . . . . . . . . . . .  Area Code and Telephone No.:  . . . . . . 
Social Security No.:  . . . . . . . . . . . . . . .

                   PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

                 SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
        Certain Signatures Must Be Guaranteed by an Eligible Institution


 ...............................................................................
             (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)


 ...............................................................................
               (ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
                         (INCLUDING AREA CODE) OF FIRM)


 ...............................................................................
                             (AUTHORIZED SIGNATURE)


 ...............................................................................
                                 (PRINTED NAME)


 ...............................................................................
                                     (TITLE)

Date: . . . . . . . . . . . . .

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


                                       -7-
<PAGE>


SPECIAL ISSUANCE INSTRUCTIONS                    SPECIAL DELIVERY INSTRUCTIONS
  (SEE INSTRUCTION 4 HEREIN)                       (SEE INSTRUCTION 4 HEREIN)

To be completed ONLY if certificates        To be completed ONLY if certificates
for Old Notes in a principal amount not     for Old Notes in a principal amount
tendered are to be issued in the name       not tendered or not accepted for
of, or the New Notes issued pursuant        purchase or the New Notes issued
to the Exchange Offer are to be             pursuant to the Exchange Offer are
issued to the order of, someone other       to be sent to someone other than the
than the person or persons whose            person or persons whose signature(s)
signature(s) appear(s) within this          appear(s) within this Letter of
Letter of Transmittal or issued to an       Transmittal or to an address
address different from that shown in        different from that shown in the box
the box entitled "Description of Old        entitled "Description of Old Notes"
Notes" within this Letter of Transmittal.   within this Letter of Transmittal.







Name:    ............................     Name:    ............................
             (PLEASE PRINT)                           (PLEASE PRINT)

Address: ............................     Address: ............................
             (PLEASE PRINT)                           (PLEASE PRINT)

 .....................................     .....................................
                            ZIP CODE                                   ZIP CODE

 .....................................     .....................................
TAXPAYER IDENTIFICATION OR SOCIAL         TAXPAYER IDENTIFICATION OR SOCIAL
SECURITY NUMBER (SEE SUBSTITUTE           SECURITY NUMBER (SEE SUBSTITUTE
FORM W-9 HEREIN)                          FORM W-9 HEREIN)


                                       -8-
<PAGE>


                                  INSTRUCTIONS

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

         1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The
certificates for the tendered Old Notes (or a confirmation of a book-entry
transfer into the Exchange Agent's account at DTC in case of Holders
participating in the ATOP System), as well as a properly completed and duly
executed copy of this Letter of Transmittal or facsimile hereof (or electronic
acceptance of and agreement to this Letter of Transmittal in the case of Holders
participating through the ATOP System) 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 Old 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 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 timely
delivery. No Letter of Transmittal or Old Notes should be sent to the Company.

         Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available or (ii) who cannot deliver their Old Notes, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date must tender their Old Notes and follow the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through 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) setting
forth the name and address of the Holder of the 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, this Letter of Transmittal
(or facsimile or electronic transmission thereof) together with the
certificate(s) representing the Old Notes (or electronic transmission thereof)
and any of the required documents will be deposited by the Eligible Institution
with the Exchange Agent; and (iii) such properly completed and executed Letter
of Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered Old
Notes in proper form for transfer, must be received by the Exchange Agent within
five business days after the Expiration Date, all as provided in the Prospectus
under the caption "Guaranteed Delivery Procedures." Any Holder of Old Notes who
wishes to tender his Old 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.

         All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old 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 Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular Old Notes. The Company's interpretation of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of Transmittal)
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Company shall determine. 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 Old Notes, nor shall any of them incur
any liability for failure to give such notification. Tenders of Old Notes 


                                       -9-
<PAGE>


will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Old 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 without cost by the Exchange Agent to the
tendering Holders of Old Notes, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.

         2. PARTIAL TENDERS; WITHDRAWALS. Tenders of Old Notes will be accepted
in all denominations of $1,000 and integral multiples in excess thereof. If less
than the entire principal amount of any Old Notes is tendered, the tendering
Holder should fill in the principal amount tendered in the third column of the
chart entitled "Description of Old Notes." The entire principal amount of Old
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Old Notes is
not tendered, Old Notes for the principal amount of Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Old Notes is not tendered, Old Notes for
the principal amount of Old Notes not tendered and a certificate or certificates
representing New Notes issued in exchange of any Old Notes 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 or unless tender
is made through the ATOP System, promptly after the Old Notes are accepted for
exchange.

         A tender pursuant to the Exchange Offer may be withdrawn subject to the
procedures set forth in this Letter of Transmittal and the Prospectus, at any
time prior to the Expiration Date, if not theretofore accepted for exchange. To
withdraw a tender of Old Notes in the Exchange Offer, a written, facsimile, or
where applicable, electronic transmission notice of withdrawal 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. Any such notice of withdrawal must (i)
specify the name of the person having deposited the Old Notes to be withdrawn
(the "Depositor"), (ii) specify the serial numbers on the particular
certificates evidencing the Old Notes to be withdrawn and the name of the
registered holder thereof (if certificates have been delivered or otherwise
identified to the Exchange Agent), (iii) be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal by which such Old
Notes were tendered (including any required signature guarantees) or be
accompanied by documents or transfer sufficient to have the Securities Registrar
with respect to the Old Notes register the transfer of such Old Notes into the
name of the person withdrawing the tender, and (iv) specify the name in which
any such Old Notes are to be registered, if different from that of the
Depositor, or, in the case of Holders tendering through the ATOP System,
otherwise comply with the requirements of DTC. All questions as to the validity,
form and eligibility (including time of receipt) of such notices will be
determined by the Company in its sole discretion, which determination shall be
final and binding on all parties. Any Old Notes so withdrawn will be deemed not
to have been validly tendered for purposes of the Exchange Offer and no New
Notes will be issued with respect thereto unless the Old Notes so withdrawn are
validly retendered. Properly withdrawn Old Notes may be retendered by following
one of the procedures described in the Prospectus under the caption "The
Exchange Offer -- Procedures for Tendering" at any time prior to the Expiration
Date.

         3. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or
facsimile hereof) is signed by the registered Holder(s) of the Old Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Old Notes without alternation, enlargement or any change
whatsoever.

         If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of Old Notes tendered and the certificate(s) for New Notes
issued in exchange therefor is to be issued (or any untendered principal amount
of Old Notes is to be reissued) to the registered Holder, such Holder need not
and should not endorse any tendered Old Note, nor provide a separate bond power.
In any other case, such holder must 

                                      -10-
<PAGE>

either properly endorse the Old 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(s) of any Old Notes listed, such Old
Notes must be endorsed or accompanied by appropriate bond powers signed as the
name of the registered Holder(s) appears on the Old Notes and guaranteed by an
Eligible Institution.

         If this Letter of Transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or 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 so to act must be submitted with this Letter of Transmittal.

         Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by an Eligible Institution.

         Signatures on this Letter of Transmittal (or facsimile hereof) 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
set forth herein entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" or (ii) for the account of an Eligible
Institution.

         4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable spaces, the name and address to which New Notes or
substitute Old 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.

         5. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Old 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 Old Notes tendered hereby, or if tendered Old 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 Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or 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 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.

         6. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Old Notes tendered.

         7. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated herein for further instruction.


                                      -11-
<PAGE>


         8. 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
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.

                          (DO NOT WRITE IN SPACE BELOW)


Certificate Surrendered        Old Notes Tendered            Old Notes Accepted




Delivery Prepared by __________  Checked by ________________  Date ___________


                            IMPORTANT TAX INFORMATION

         Under federal income tax laws, a Holder whose tendered Old Notes are
accepted for payment is required to provide the Exchange Agent (as payer) with
such Holder's correct 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 social security number. If the Exchange Agent is not provided
with the correct TIN, a $500 penalty may be imposed by the Internal Revenue
Service, and payments made with respect to New Notes purchased pursuant to the
Exchange Offer may be subject to backup withholding. A willful failure to
provide a correct TIN may subject a Holder to criminal penalties, including
imprisonment.

         Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed Internal Revenue Service Form W-8,
signed under penalties of perjury, attesting to that Holder's exempt status. A
Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.

         If backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the Holder or other payee. Backup
withholding is not an additional federal income tax. Rather, the amount of
federal income tax liability of persons subject to backup withholding that would
have to be paid (through estimated tax payments, other withholding, or other
means) will be reduced by the amount of tax withheld. If backup withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

         To prevent backup withholding on payments made with respect to the New
Notes, the Holder is required to provide the Exchange Agent with either: (i) the
Holder's correct TIN by completing


                                      -12-
<PAGE>


the form below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such Holder is awaiting a TIN) and that (A) the Holder has not
been notified by the Internal Revenue Service that the Holder is subject to
backup withholding as a result of failure to report all interest or dividends or
(B) the Internal Revenue Service has notified the Holder that the Holder is no
longer subject to backup withholding; or (ii) an adequate basis for exemption.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

         The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Old Notes. If the Old Notes are held in more than one name or are held not
in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.


                                      -13-
<PAGE>


                     PAYER'S NAME: _________________________


SUBSTITUTE                        PART 1--PLEASE PROVIDE YOUR TIN IN THE 
                                  BOX AT RIGHT AND CERTIFY BY SIGNING AND
FORM W-9                          DATING BELOW


Department of the Treasury        PART 2--Certification--Under Penalties of
Internal Revenue Service                  Perjury, I certify that:

                                  (1)  The number shown on this form is my
                                       correct Taxpayer Identification Number
Payer's Request for Taxpayer           (or I am waiting for a number to be
Identification Number (TIN)            issued to me) and

                                  (2)  I am not subject to backup withholding
                                       because: (a) I am exempt from back-up
                                       withholding or (b) I have not been
                                       notified by the Internal Revenue Service
                                       (IRS) that I am subject to backup
                                       withholding as a result of a failure to
                                       report all interest or dividends or (c)
                                       the IRS has notified me that I am no long
                                       subject to backup withholding.

      ______________________
      Social Security Number
OR
     --------------------------
     Employer Identification Number


PART 3--

Awaiting TIN |_|


Certificate instructions -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were 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 __________________

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


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

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


             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
if I do not provide a taxpayer identification number within 60 days, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.

----------------------------------------        -------------------------------
              Signature                                     Date
-------------------------------------------------------------------------------


<PAGE>

                  The Exchange Agent for the Exchange Offer is:


                              THE BANK OF NEW YORK



By Mail:                        By Facsimile:      By Hand or Overnight Courier:
The Bank of New York           (212) 571-3080      The Bank of New York
101 Barclay Street, 7 East                         101 Barclay Street, 7 East
New York, New York 10268    Confirm by Telephone:  New York, New York, 10268
Attention: Arwen Gibbons                           Attention: Arwen Gibbons
  Reorganization Section       (312) 815-5920        Reorganization Section



                                      -14-
