

<PAGE>

                                                               Exhibit 99.1
                                                               ------------

                           LETTER OF TRANSMITTAL

                          ALAMOSA (DELAWARE), INC.

                           OFFER FOR $250,000,000
                       12-1/2% SENIOR NOTES DUE 2011
                              IN EXCHANGE FOR
                       12-1/2% SENIOR NOTES DUE 2011
                      WHICH HAVE BEEN REGISTERED UNDER
                   THE SECURITIES ACT OF 1933, AS AMENDED

                PURSUANT TO THE PROSPECTUS, DATED [ ], 2001

---------------------------------------------------------------------------
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 TENDERS MAY BE WITHDRAWN PRIOR TO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.
---------------------------------------------------------------------------


               The Exchange Agent for the Exchange Offer is:

                      Wells Fargo Bank Minnesota, N.A.

<TABLE>
<CAPTION>
<S>                                     <C>                                    <C>
By Registered & Certified Mail:         By Regular Mail or Overnight            In Person by Hand Only:
                                        Courier:

WELLS FARGO BANK                        WELLS FARGO BANK                        WELLS FARGO BANK
MINNESOTA, N.A.                         MINNESOTA, N.A.                         MINNESOTA, N.A.
Corporate Trust Operations              Corporate Trust Operations              12th Floor - Northstar East
MAC N9303-121                           MAC N9303-121                           Buildingz

PO Box 1517                             Sixth & Marquette Avenue                Corporate Trust Services
Minneapolis, MN  55480                  Minneapolis, MN  55479                  608 Second Avenue South
                                                                                Minneapolis, MN
</TABLE>




                                    Page 1
<PAGE>


               By Facsimile (for Eligible Institutions only):
                               (612) 667-4927


                     For Information or Confirmation by
                                 Telephone:
                               (800) 344-5128

          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 OF THIS LETTER OF
TRANSMITTAL.

          The undersigned acknowledges that he or she has received the
Prospectus, dated [ ] (the "Prospectus"), of Alamosa (Delaware), Inc., a
Delaware corporation (the"Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of $250,000,000 of the
Company's 12-1/2% Senior Notes due 2011 (the "Exchange Notes") which have
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for like principal amounts of the Company's issued and
outstanding 12-1/2% Senior Notes due 2011 (the "Original Notes") from the
registered holders thereof (the "Holders").

         For each Original Note accepted for exchange, the Holder of such
Original Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Original Note. The Exchange Notes will bear interest
from the most recent date to which interest has been paid on the Original Notes
exchanged therefor or, if no interest has been paid on such Original Notes,
from January 31, 2001. Accordingly, registered holders of Exchange Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date on which interest has been paid or, if no interest has been paid,
from January 31, 2001. Original Notes accepted for exchange will cease to
accrue interest from and after the date of consummation of the Exchange Offer.
Holders of Original Notes whose Original Notes are accepted for exchange will
not receive any payment in respect of accrued interest on such Original Notes
otherwise payable on any interest payment date the record date for which occurs
on or after consummation of the Exchange Offer.

          This Letter is to be completed by a Holder of Original Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Original 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 -- Book-Entry Transfers"
section of the Prospectus. Holders of Original Notes whose certificates are
not immediately available, or who are unable to deliver their certificates
or confirmation of the book-entry tender of their Original 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
Original 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.

          List below the Original Notes to which this Letter relates. If
the space provided below is inadequate, the certificate numbers and
principal amount of Original Notes should be listed on a separate signed
schedule affixed hereto.



                                    Page 2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                       DESCRIPTION OF ORIGINAL NOTES
-----------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                         <C>
   Name(s) and Address(es) of                            Aggregate Principal         Principal
      Registered Holder(s)             Certificate              Amount                 Amount
   (Please Fill In, If Blank)           Number(s)*           Represented             Tendered**








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


*   Need not be completed if Original Notes are being tendered by
    book-entry transfer

**  Unless otherwise indicated in this column, a holder will be
    deemed to have tendered ALL of the Original Notes represented by
    the Original Notes indicated in column 2. See Instruction 2.
    Original Notes tendered hereby must be in denominations of
    principal amount of $1,000 and any integral multiple thereof. See
    Instruction 1.



o    CHECK HERE IF TENDERED ORIGINAL 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 ___________

o    CHECK HERE IF TENDERED ORIGINAL 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___________________________________
     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 ___________

o    CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

o    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 3
<PAGE>


          If the undersigned is not a broker-dealer, the undersigned
represents that it acquired the Exchange Notes in the ordinary course of
its business, it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangements or understandings
with any person to participate in a distribution of Exchange Notes. If the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes, it represents that the Original
Notes to be exchanged for Exchange 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 Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.


            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 Original Notes indicated above. Subject to, and
effective upon, the acceptance for exchange of the Original 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 Original
Notes as are being tendered hereby.

         The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered Original Notes, with full power of substitution,
among other things, to cause the Original Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Original
Notes, and to acquire Exchange Notes issuable upon the exchange of such
tendered Original Notes, and that, when the same are accepted for exchange, 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 Exchange Notes acquired in exchange for Original Notes
tendered hereby will have been acquired in the ordinary course of business of
the person receiving such Exchange Notes, whether or not such person is the
undersigned, that neither the Holder of such Original Notes nor any such other
person is participating in, intends to participate in or has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and that neither the Holder of such Original Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company.

          The undersigned acknowledges that this Exchange Offer is being
made in reliance on interpretations by the staff of the Securities and
Exchange Commission (the "SEC"), as set forth in no-action letters issued
to third parties, that the Exchange Notes issued pursuant to the Exchange
Offer in exchange for the Original Notes may be offered for resale, resold
and otherwise transferred by Holders thereof (other than any such Holder
that is an"affiliate" of the Company within the meaning of Rule 405 under
the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange 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 Exchange Notes. However, the SEC
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 SEC would make a
similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an
affiliate of the Company, or is engaged in or intends to engage in or has
any arrangement or understanding with respect to the distribution of the
Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder
(i) could not rely on the applicable interpretations of the staff of the
SEC and (ii) must comply with the registration and prospectus delivery



                                    Page 4
<PAGE>



requirements of the Securities Act in connection with any resale
transaction. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Original Notes, it
represents that the Original Notes to be exchanged for the Exchange 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 in connection with any
resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus meeting the requirements of the Securities Act, 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 Original 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 Rights" section of the
Prospectus.

          Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the Exchange Notes (and, if
applicable, substitute certificates representing Original Notes for any
Original Notes not exchanged) in the name of the undersigned or, in the
case of a book-entry delivery of Original Notes, please credit the 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 Exchange Notes (and, if applicable,
substitute certificates representing Original Notes for any Original Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Original Notes."

          THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.



                                    Page 5
<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------                       ---------------------------------------------------
<S>                                                                        <C>
      SPECIAL ISSUANCE INSTRUCTIONS                                                 SPECIAL DELIVERY INSTRUCTIONS
      (SEE INSTRUCTIONS 3 AND 4)                                                     (SEE INSTRUCTIONS 3 AND 4)

     To be comlepleted ONLY if certificates                                    To be completed ONLY if certificates for
 for Original Notes not exchanged and/or                                  Original Notes not exchanged and/or Exchange
 Exchange Notes are to be issued in the                                   Notes are to be sent to someone other than the
 name of and sent to someone other than                                   person or persons whose signature(s) appear(s
 the person or persons whose signature(s)                                 on this Letter above or to such person or
 appear(s) on this Letter above, or if                                    persons at an address other than shown in the
 Original Notes delivered by book-entry                                   box entitled "Description of Original Notes"
 transfer which are not accpeted for                                      on this Letter above
 exchange are to be returned by credit
 to an account maintained at the
 Book-Entry Transfer Facility other
 than the account indicated above.

 Issue Exchange Notes and/or Original Notes to:                            Mail Exchange Notes and/or Original Notes to:

Name(s)  _______________________________                                   Name(s)  _______________________________
          (PLEASE TYPE OR PRINT)                                                      (PLEASE TYPE OR PRINT)

         _______________________________                                           _______________________________
          (PLEASE TYPE OR PRINT)                                                       (PLEASE TYPE OR PRINT)

Address   _______________________________                                 Address   _______________________________

          _______________________________                                           _______________________________
                               (ZIP CODE)                                                                 (ZIP CODE)



      (COMPLETE SUBSTITUTE FORM W-9)

o    Credit unexchanged Original Notes delivered
     by book-entry transfer to the Book-Entry
     Transfer Facility account set forth below.

   _____________________________________________

   BOOK-ENTRY TRANSFER FACILITY
   (ACCOUNT NUMBER, IF APPLICABLE)
---------------------------------------------------                       ---------------------------------------------------
</TABLE>



                                    Page 6
<PAGE>


<TABLE>
<CAPTION>




IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL 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.

------------------------------------------------------------------------------------------------------------------------
                                          PLEASE SIGN HERE
                             (TO BE COMPLETED BY ALL TENDERING HOLDERS)
                          (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)

<S>                                                                   <C>

X  ____________________________________________________                _______________________, 2001

X  ____________________________________________________                _______________________, 2001
                (SIGNATURE(S) OF OWNER)                                             (DATE)

Area Code and Telephone Number:  ____________________________________

          If a holder is tendering any Original Notes, this Letter must be signed by the registered
holder(s) as the name(s) appear(s) on the certificate(s) for the Original 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 3.

Name(s):   ____________________________________________________________________________
                           (PLEASE TYPE OR PRINT)
Capacity:  ____________________________________________________________________________

Address:   ____________________________________________________________________________

           ____________________________________________________________________________
                            (INCLUDING ZIP CODE)


                                         SIGNATURE GUARANTEE
                                   (IF REQUIRED BY INSTRUCTION 3)

Signature(s) Guaranteed by an Eligible Institution:

______________________________________________________________________________________
                               (AUTHORIZED SIGNATURE)

______________________________________________________________________________________
                                    (TITLE)

______________________________________________________________________________________
                                (NAME AND FIRM)

Dated: _____________________ , 2001


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

</TABLE>




                                    Page 7
<PAGE>



                                INSTRUCTIONS

                          ALAMOSA (DELAWARE), INC.

          FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
               OFFER FOR THE 12-1/2% SENIOR NOTES DUE 2011 IN
               EXCHANGE FOR THE 12-1/2% SENIOR NOTES DUE 2011
            WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED [ ]


1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.

          This Letter is to be completed by Holders of Original 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 -- Book-Entry Transfers" section of the
Prospectus. Certificates for all physically tendered Original Notes, or
Book- Entry Confirmation, as the case may be, as well as a properly
completed and duly executed Letter (or manually signed facsimile hereof)
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. Original Notes tendered hereby must be
in denominations of principal amount of $1,000 and any integral multiple
thereof.

          Holders whose certificates for Original 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 Original 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
herein), (ii) prior to 5:00 p.m., New York City time, on the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a
properly completed and duly executed Letter (or a 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 Original Notes and the amount of
Original Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading
days after the Expiration Date, the certificates for all physically
tendered Original Notes, 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) the certificates for all physically tendered Original
Notes, in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and all other documents required by this Letter, must be
received by the Exchange Agent within three NYSE trading days after the
Expiration Date.

          The method of delivery of this Letter, the Original Notes and all
other required documents is at the election and risk of the tendering
Holders, but the delivery will be deemed made only when actually received
or confirmed by the Exchange Agent. If Original Notes are sent by mail, it
is suggested that the mailing be registered mail, properly insured, with
return receipt requested, made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date.


                                    Page 8
<PAGE>



          See "The Exchange Offer" section of the Prospectus.

2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY
   BOOK-ENTRY TRANSFER).

          If less than all of the Original Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Original Notes to be tendered in the box
above entitled "Description of Original Notes -- Principal Amount
Tendered." A reissued certificate representing the balance of nontendered
Original Notes will be sent to such tendering Holder, unless otherwise
provided in the appropriate box on this Letter, promptly after the
Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT
WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS;
   GUARANTEE OF SIGNATURES.

          If this Letter is signed by the registered Holder of the Original
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 Original Notes are owned of record by two or
more joint owners, all of such owners must sign this Letter.

          If any tendered Original 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 or
Holders of the Original Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the Exchange Notes are to be issued, or any untendered Original Notes are to be
reissued, to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.

          If this Letter is signed by a person other than the registered
Holder or Holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers,
in either case signed exactly as the name or names of the registered Holder
or Holders appear(s) on the certificate(s) and signatures on such
certificate(s) must be guaranteed by an Eligible Institution.

          If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted.

          Endorsements on certificates for Original Notes or signatures on
bond powers required by this Instruction 3 must be guaranteed by a firm
that is a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program (each an
"Eligible Institution").

          Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Original Notes are tendered: (i) by a registered
Holder of Original Notes (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose
name appears on a security position listing as the Holder of such Original
Notes) who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter, or (ii)
for the account of an Eligible Institution.


                                    Page 9
<PAGE>


4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

          Tendering Holders of Original Notes should indicate in the
applicable box the name and address to which Exchange Notes issued pursuant
to the Exchange Offer and or substitute certificates evidencing Original
Notes not exchanged 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. Noteholders tendering Original
Notes by book-entry transfer may request that Original Notes not exchanged
be credited to such account maintained at the Book-Entry Transfer Facility
as such Holder may designate hereon. If no such instructions are given,
such Original Notes not exchanged will be returned to the name and address
of the person signing this Letter.

5.  TAXPAYER IDENTIFICATION NUMBER.

          Federal income tax law generally requires that a tendering Holder
whose Original 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, which in the case of a tendering Holder
who is an individual, is his or her social security number. If the Company is
not provided with the current TIN or an adequate basis for an exemption from
backup withholding, such tendering Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, the Exchange Agent may be
required to withhold 31% of the amount of any reportable payments made after the
exchange to such tendering Holder of Exchange Notes. If withholding results in
an overpayment of taxes, a refund may be obtained.

          Exempt Holders of Original Notes (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 Original
Notes must provide its correct TIN by completing the Substitute Form W-9
set forth below, certifying, under penalties of perjury, that the TIN
provided is correct (or that such Holder is awaiting a TIN) and that (i)
the Holder is exempt from backup withholding, or (ii) the Holder has not
been notified by the Internal Revenue Service that such Holder is subject
to 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 Original Notes is a nonresident alien or foreign entity
not subject to backup withholding, such Holder must give the Exchange Agent
a completed Form W-8, Certificate of Foreign Status. These forms may be
obtained from the Exchange Agent. If the Original 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 the box in Part 2 of the Substitute Form W-9
is checked, the Exchange Agent will retain 31% of reportable payments made
to a Holder during the sixty (60) day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent with his or
her TIN within sixty (60) days of the Substitute Form W-9, the Exchange
Agent will remit such amounts retained during such sixty (60) day period to
such Holder and no further amounts will be retained or withheld from
payments made to the Holder thereafter. If, however, such Holder does not
provide its TIN to the Exchange Agent within such sixty (60) day period,
the Exchange Agent will remit such previously withheld amounts to the
Internal Revenue Service as backup withholding and will withhold 31% of all
reportable payments to the Holder thereafter until such Holder furnishes
its TIN to the Exchange Agent.


                                    Page 10
<PAGE>


6.  TRANSFER TAXES.

          The Company will pay all transfer taxes, if any, applicable to
the transfer of Original Notes to it or its order pursuant to the Exchange
Offer. If, however, Exchange Notes and/or substitute Original Notes not
exchanged 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 Original Notes
tendered hereby, or if tendered Original 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 transfer of Original Notes to
the Company or its order pursuant 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 6, IT WILL NOT BE
NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES
SPECIFIED IN THIS LETTER.

7.  WAIVER OF CONDITIONS.

          The Company reserves the absolute right to waive satisfaction of
any or all conditions enumerated in the Prospectus.

8.  NO CONDITIONAL TENDERS.

          No alternative, conditional, irregular or contingent tenders will
be accepted. All tendering Holders of Original Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Original 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 Original Notes nor shall any of them incur any liability for
failure to give any such notice.

9.  MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

          Any Holder whose Original Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated
above for further instructions.

10. WITHDRAWAL RIGHTS.

          Tenders of Original Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date.

          For a withdrawal of a tender of Original Notes to be effective, a
written notice of withdrawal must be received by the Exchange Agent at the
address set forth above 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 tendered the Original Notes to be withdrawn (the
"Depositor"), (ii) identify the Original Notes to be withdrawn (including
certificate number or numbers and the principal amount of such Original
Notes), (iii) contain a statement that such Holder is withdrawing his
election to have such Original Notes exchanged, (iv) be signed by the
Holder in the same manner as the original signature on the Letter by which
such Original Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer to have the Trustee
with respect to the Original Notes register the transfer of such Original
Notes in the name of the person withdrawing the tender and (v) specify the
name in which such Original Notes are registered, if different from that of
the Depositor. If Original Notes have been tendered pursuant to the
procedure for book-entry transfer set forth in "The Exchange Offer --
Book-Entry Transfers" section of the Prospectus, any notice of withdrawal


                                    Page 11
<PAGE>


must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Original Notes and otherwise
comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices
will be determined by the Company, whose determination shall be final and
binding on all parties. Any Original Notes so withdrawn will be deemed not
to have been validly tendered for exchange for purposes of the Exchange
Offer and no Exchange Notes will be issued with respect thereto unless the
Original Notes so withdrawn are validly retendered. Any Original Notes that
have been tendered for exchange but which are not exchanged for any reason
will be returned to the Holder thereof without cost to such Holder (or, in
the case of Original Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to
the book-entry transfer procedures set forth in "The Exchange Offer --
Book-Entry Transfers" section of the Prospectus, such Original Notes will
be credited to an account maintained with the Book-Entry Transfer Facility
for the Original Notes) as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn Original
Notes may be retendered by following the procedures described above at any
time on or prior to 5:00 p.m., New York City time, on the Expiration Date.



11.  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, and
requests for Notices of Guaranteed Delivery and other related documents may
be directed to the Exchange Agent, at the address and telephone number
indicated above.


                                    Page 12
<PAGE>


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<CAPTION>


                                           TO BE COMPLETED BY ALL TENDERING HOLDERS
                                                     (SEE INSTRUCTION 5)

-----------------------------------------------------------------------------------------------------------------------------
                                        PAYER'S NAME: Wells Fargo Bank Minnesota, N.A.
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                       <C>

SUBSTITUTE                    Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
                              RIGHT AND CERTIFY BY SIGNING AND DATING                    ___________________
FORM W-9                      BELOW
Department of the Treasury                                                              Social Security Number
Internal Revenue Service                                                                (If awaiting TIN write
                                                                                            "Applied For")

Payer's Request for                                                                               OR
Taxpayer Identification                                                                  ___________________
Number ("TIN")
                                                                                    Employer Identification Number (If awaiting
                                                                                       TIN write "Applied For")

Part 2--Certificate--Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued for me), and (2) I am not subject to backup withholding
because: (a) I am exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (the "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 longer subject to backup withholding.
----------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding because of under- reporting
interest or dividends on your tax returns. However, if after being notified by the IRS
that you are no longer subject to backup withholding, you receive another notification
from the IRS that you are no longer subject to backup withholding, do not cross out such
item (2). (Also see instructions in the enclosed Guidelines).

SIGNATURE  _______________________________        DATE ___________________________, 2001

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

Part 3--Awaiting TIN  |_|

SIGNATURE  ________________________________       DATE ___________________________, 2001



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

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
         CASH PAYMENTS MADE TO YOU PURSUANT 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 THE 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, either (1) 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 (2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by the time of payment, 31% of all reportable cash
payments made to me thereafter may be withheld, but that such amounts may be refunded to me if I then provide a Taxpayer
Identification Number within 60 days.

SIGNATURE  _______________________________________________             DATE ___________________________, 2001

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

          Questions and requests for assistance or additional copies of this Letter of Transmittal, the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 or the Information Statement enclosed herewith may be
directed to the Exchange Agent at the address and telephone number indicated above.

</TABLE>

