LETTER OF TRANSMITTAL

                         ALLIANT ENERGY RESOURCES, INC.

                                Offer to Exchange
                     Registered 7 3/8% Senior Notes due 2009
                           For Any and All Outstanding
                    Unregistered 7 3/8% Senior Notes due 2009
               Pursuant to the Prospectus dated ____________, 1999

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       THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
          ____________, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
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         The Exchange Agent for the Exchange Offer is Firstar Bank, N.A.

       By Facsimile Transmission            By Registered or Certified Mail,
   (For Eligible Institutions Only):           Hand or Overnight Courier:
            (414) 276-4226                         Firstar Bank, N.A.
                                              1555 North RiverCenter Drive
         Confirm by Telephone:                          Suite 301
            (414) 905-5008                     Milwaukee, Wisconsin 53212
                                              Attention: Ms. Pamela Warner



     DELIVERY  OF THIS  LETTER OF  TRANSMITTAL  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.

     PLEASE READ THE ACCOMPANYING  INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS
LETTER OF TRANSMITTAL.

     The undersigned  acknowledges  that he or she has received and reviewed the
Prospectus,  dated  ____________,  1999 (the  "Prospectus"),  of Alliant  Energy
Resources,  Inc., a Wisconsin  corporation (the  "Company"),  and Alliant Energy
Corporation,  a  Wisconsin  corporation,  and this  Letter of  Transmittal  (the
"Letter"),  which together constitute the Company's offer (the "Exchange Offer")
to exchange  its 7 3/8% Senior  Notes due 2009 (the "New Senior  Notes"),  which
have  been  registered  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  for a like  principal  amount of the  Company's  issued and
outstanding  unregistered  7 3/8% Senior  Notes due 2009 (the  "Existing  Senior
Notes").

     For each Existing  Senior Note  accepted for  exchange,  the Holder of such
Existing  Senior Note will  receive a New Senior Note having a principal  amount
equal to that of the surrendered Existing Senior Note. The New Senior Notes will
bear interest  from the most recent date to which  interest has been paid on the
Existing  Senior Notes or, if no interest  has been paid on the Existing  Senior
Notes,  from  November 9, 1999.  Accordingly,  registered  Holders of New Senior
Notes on the relevant record date for the first interest  payment date following
the  consummation of the Exchange Offer will receive  interest  accrued from the
most recent  date to which  interest  has been paid or, if no interest  has been

<PAGE>

paid,  from  November 9, 1999.  However,  if that  record  date occurs  prior to
completion  of the  Exchange  Offer,  then the  interest  payable  on the  first
interest  payment date  following the  completion of the Exchange  Offer will be
paid to the registered Holders of the Existing Senior Notes on that record date.
Existing  Senior Notes accepted for exchange will cease to accrue  interest from
and after the date of  consummation of the Exchange Offer and will be cancelled.
Holders of Existing  Senior Notes whose  Existing  Senior Notes are accepted for
exchange  will not receive  any  payment in respect of accrued  interest on such
Existing Senior 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 Existing  Senior Notes either
if (1) certificates  are to be forwarded  herewith or (2) tenders are to be made
by book-entry  transfer to the account  maintained by the Exchange  Agent at The
Depository Trust Company ("DTC" or the "Book-Entry  Transfer Facility") pursuant
to the  procedures  set  forth in "The  Exchange  Offer -  Book-Entry  Transfer"
section of the Prospectus.  Holders of Existing Senior Notes whose  certificates
are not immediately  available,  or who are unable to deliver their certificates
or confirmation of the book-entry tender of their Existing Senior 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  Existing  Senior
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.

     Tenders by  book-entry  transfer  also may be made by delivering an Agent's
Message in lieu of this  Letter.  The term  "Agent's  Message"  means a message,
transmitted by the Book-Entry  Transfer Facility to and received by the Exchange
Agent and forming a part of a  Book-Entry  Confirmation,  which  states that the
Book-Entry  Transfer  Facility has received an express  acknowledgment  from the
tendering  participant,  which  acknowledgment  states that such participant has
received  and agrees to be bound by this Letter and the Company may enforce this
Letter against such participant.

     As used in this  Letter,  the term  "Holder"  with  respect to the Exchange
Offer means any person in whose name Existing Senior Notes are registered on the
books of the Company or, with  respect to interests in global notes held by DTC,
any DTC  participant  listed in an  official  DTC  proxy.  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.

     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 New
Senior Notes. If the undersigned is a broker-dealer that will receive New Senior
Notes, the undersigned represents that the Existing Senior Notes to be exchanged
for the New Senior Notes were acquired as a result of  market-making  activities
or other  trading  activities,  and the  undersigned  acknowledges  that it will
deliver  a  prospectus  meeting  the  requirements  of  the  Securities  Act  in
connection  with  any  resale  of  such  New  Senior  Notes;   however,   by  so
acknowledging  and by delivering such a prospectus the  undersigned  will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.


                                      -2-
<PAGE>

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

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                  DESCRIPTION OF EXISTING SENIOR NOTES TENDERED
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                                               Aggregate
Name(s) and Address(es) of                  Principal Amount
   Registered Holder(s)      Certificate   of Existing Senior   Principal Amount
(Please fill in, if blank)   Number(s)*          Notes             Tendered**
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                               Total
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*    Do not complete if Existing  Senior Notes are being  tendered by book-entry
     transfer.
**   A holder will be deemed to have tendered ALL Existing Senior Notes unless a
     lesser  amount is specified in this column.  See  Instruction  2.  Existing
     Senior Notes tendered hereby must be in  denominations  of principal amount
     of $1,000 and any integral multiples thereof. See Instruction 1.

|_|  CHECK  HERE IF  TENDERED  EXISTING  SENIOR  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  EXISTING SENIOR 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:___________________________________________________________________


                                      -3-
<PAGE>

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

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
Existing  Senior  Notes  indicated  on page 3 of this  Letter.  Subject  to, and
effective  upon,  the  acceptance  for  exchange of the  Existing  Senior  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 Existing
Senior 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 Existing Senior Notes, with full power of substitution,
among  other  things,  to  cause  the  Existing  Senior  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 Existing Senior Notes, and to acquire the new Senior Notes issuable
upon the exchange of such tendered  Existing  Senior 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: (1) any New Senior
Notes acquired in exchange for Existing  Senior Notes tendered  hereby will have
been acquired in the ordinary  course of business of the person  receiving  such
New Senior Notes, whether or not such person is the undersigned, (2) neither the
Holder  of  such  Existing  Senior  Notes  nor  any  such  other  person  has an
arrangement or understanding  with any person to participate in the distribution
of such New Senior  Notes,  and (3) neither the Holder of such  Existing  Senior
Notes or 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 New Senior  Notes issued  pursuant to the  Exchange  Offer in
exchange  for the Existing  Senior  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  Holders  are  not
broker-dealers,  such New Senior Notes are  acquired in the  ordinary  course of
such Holders'  business and such Holders have no  arrangement  or  understanding
with any person to  participate  in the  distribution  of such New Senior 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 any  Holder  is an  affiliate  of  the  Company,  or has  any
arrangement or understanding  with respect to the distribution of the New Senior
Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely
on the applicable  interpretations of the staff of the SEC, (ii) is not entitled
and will not be permitted to tender  Existing Senior Notes in the Exchange Offer
and (iii) must comply with the registration and prospectus delivery requirements
of  the  Securities  Act in  connection  with  any  resale  transaction.  If the
undersigned  is a  broker-dealer  that will receive New Senior Notes for its own
account in exchange for Existing  Senior Notes,  it represents that the Existing
Senior Notes to be exchanged  for the New Senior 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  New  Senior  Notes;


                                      -4-

<PAGE>

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  reasonably  deemed by the Company to be  necessary  or  desirable  to
complete the sale, assignment and transfer of the Existing Senior 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 New Senior Notes (and, if applicable,
substitute  certificates  representing  Existing  Senior  Notes for any Existing
Senior Notes not exchanged) in the name of the  undersigned or, in the case of a
book-entry  delivery  of  Existing  Senior  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 New Senior  Notes (and,  if  applicable,
substitute  certificates  representing  Existing  Senior  Notes for any Existing
Senior Notes not exchanged) to the undersigned at the address shown above in the
box entitled "Description of Existing Senior Notes."

     The  undersigned,  by completing the box entitled  "Description of Existing
Senior  Notes" on page 3 of this Letter and signing this Letter,  will be deemed
to have tendered the Existing Senior Notes as set forth in such box on page 3 of
this Letter.


                                      -5-
<PAGE>

--------------------------------------  --------------------------------------
     SPECIAL ISSUANCE INSTRUCTIONS          SPECIAL DELIVERY INSTRUCTIONS
      (See Instructions 3 and 4)              (See Instructions 3 and 4)

   To be  completed  ONLY if  Existing     To be  completed  ONLY if  Existing
Senior Notes not exchanged  and/or New  Senior Notes not exchanged  and/or new
Senior  Notes  are to be issued in the  Senior Notes are to be sent to someone
name  of   someone   other   than  the  other than the undersigned,  or to the
undersigned,  or  if  Existing  Senior  undersigned  at an address  other than
Notes delivered by book-entry transfer  shown in the box entitled "Description
which are not  accepted  for  exchange  of Existing  Senior Notes Tendered" on
are to be  returned  by  credit  to an  this Letter.
account  maintained at the  Book-Entry
Transfer   Facility   other  than  the
account indicated above.                Mail:   |_| New Senior Notes
                                                |_| Existing Senior Notes
Issue: |_| New Senior Notes
       |_| Existing Senior Notes        Name(s) _____________________________
                                                  (Please Type or Print)

Name(s) _____________________________           _____________________________
           (Please Type or Print)

        _____________________________   Address _____________________________
                                                _____________________________
Address _____________________________
        _____________________________

Taxpayer   Identification   or  Social
Security No.
______________________________________

|_| Credit unexchanged Existing Senior
    Notes   delivered  by   book-entry
    transfer    to   the    Book-Entry
    Transfer   Facility   account  set
    forth below.


______________________________________
(Book-Entry  Transfer Facility Account
   Number, if applicable)


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


                                       -6-
<PAGE>

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                     ALL TENDERING HOLDERS PLEASE SIGN HERE
                   (Complete Substitute Form W-9 on next page)

x    _________________________________________   ________________, 2000
                                                     Date

x    _________________________________________   ________________, 2000
                                                     Date


Area Code and Telephone Number__________________________________________________

     This  Letter   must  be  signed  by  the   registered   holder(s)   or  DTC
participant(s)  exactly as the name(s) appear(s) on the Existing Senior Notes or
on a  security  position  listing  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  provide the
following information. See Instruction 3.

Name(s):________________________________________________________________________
                             (Please Type or Print)

Capacity (full title):__________________________________________________________

Address:________________________________________________________________________

________________________________________________________________________________

Taxpayer Identification or Social Security No.:_________________________________

________________________________________________________________________________
                               SIGNATURE GUARANTEE
                         (If required by Instruction 3)

Signature(s) Guaranteed
By an Eligible Institution:_____________________________________________________
                                    (Authorized Signature)

Name and Title:   ______________________________________________________________

Name of Firm:___________________________________________________________________

Dated: ________________, 2000

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IMPORTANT:  This Letter (or a facsimile hereof),  together with the certificates
for Existing  Senior 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.


                                      -7-
<PAGE>

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                               (See Instruction 5)

________________________________________________________________________________
                        PAYOR'S NAME: Firstar Bank, N.A.
________________________________________________________________________________
SUBSTITUTE                 Part 1 - PLEASE PROVIDE YOUR  Social security number
FORM W-9                   TAXPAYER IDENTIFICATION
                           NUMBER IN THE BOX AT RIGHT    ______________________
                           AND CERTIFY BY SIGNING AND    OR
                           DATING BELOW                  Employer Identification
                                                         number

                                                         _______________________
                           _____________________________________________________

Department of the Treasury Part   2  -   FOR   PAYEES    EXEMPT    FROM     BACK
Internal Revenue Service   WITHHOLDING (See  the  Guidelines  for  Certification
                           of   Taxpayer  Identification  Number  on  Substitute
                           Form W-9).
                           _____________________________________________________
PAYOR'S REQUEST FOR        Part  3  -  CERTIFICATION:  UNDER   THE  PENALTIES OF
TAXPAYER                   PERJURY, I CERTIFY THAT:
IDENTIFICATION
NUMBER AND                 (1)  the  number shown  on  this  form  is my correct
CERTIFICATION                   taxpayer identification  number (or I am waiting
                                for a number to be issued to me);

                           (2)  I am  not  subject to backup  withholding either
                                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; and

                           (3)  any  other  information  provided  on  this form
                                is true and correct.

                           SIGNATURE________________________________
                           DATE___________________

                           You  must   cross   out  item  (2)  of  the  above
                           certification if  you have  been notified  by the IRS
                           that you  are subject  to backup  withholding because
                           of underreporting  of interest or  dividends  on your
                           tax return  and you  have  not been  notified  by the
                           IRS  that   you  are  no  longer  subject  to  backup
                           withholding.

________________________________________________________________________________


                                       -8-
<PAGE>

                                  INSTRUCTIONS

         Forming Part of the Terms and Conditions of the Exchange Offer

1.   Delivery of this Letter and Senior Notes; Guaranteed Delivery Procedures.

     This Letter is to be completed  by Holders of Existing  Senior 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  Transfer"  section of the Prospectus.  Certificates
for all physically  tendered Existing Senior 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), with any required signature  guarantees,  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.  Existing  Senior  Notes  tendered  hereby  must be in  denominations  of
principal amount of $1,000 and any integral multiples thereof.

     Holders who tender their  Existing  Senior Notes by  delivering  an Agent's
Message do not need to submit this Letter.

     Holders whose  certificates  for Existing  Senior 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  Existing  Senior  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,  (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 Existing  Senior  Notes and the amount of
Existing Senior 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 Existing
Senior 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 Existing Senior Notes, in proper form for transfer,
or a  Book-Entry  Confirmation,  as the case  may be,  and all  other  documents
required by this Letter,  are  received by the Exchange  Agent within three NYSE
trading days after the Expiration Date.

     The method of delivery of this Letter,  the  Existing  Senior Notes and all
other required  documents is at the election and risk of the tendering  Holders,
and the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If delivery is by mail,  registered mail,  properly insured,
with return receipt requested, or overnight delivery service is recommended.  In
all cases, sufficient time should be allowed to ensure timely delivery.

     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  Existing  Senior  Notes  evidenced  by a submitted
certificate  are to be  tendered,  the  tendering  Holder(s)  should fill in the
aggregate  principal  amount of the Existing  Senior Notes to be tendered in the
box above  entitled  "Description  of Existing  Senior  Notes--Principal


                                      -9-
<PAGE>

Amount   Tendered."  A  reissued   certificate   representing   the  balance  of
non-tendered Existing Senior 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 Existing  Senior  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 Existing  Senior
Notes tendered  hereby,  the signature must correspond  exactly with the name as
written on the face of the certificates  without any change whatsoever.  If this
Letter is signed by a participant in DTC, the signature must correspond with the
name as it appears on the security position listing as the owner of the Existing
Senior Notes.

     If any  tendered  Existing  Senior Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter.

     If any tendered Existing Senior Notes are registered in different names, it
will be necessary to complete,  sign and submit as many separate  copies of this
Letter as there are different registrations of Existing Senior Notes.

     When this  Letter is signed by the  registered  Holder(s)  of the  Existing
Senior  Notes  specified  herein and tendered  hereby,  no  endorsements  of the
tendered  Existing  Senior  Notes or  separate  bond  powers are  required.  If,
however,  the new Senior  Notes are to be  issued,  or any  untendered  Existing
Senior Notes are to be reissued,  to a person other than the registered  Holder,
then  endorsements of any Existing Senior Notes  transmitted  hereby or separate
bond powers are required.  Signatures on the Existing Senior Notes or bond power
must be guaranteed by an Eligible Institution.

     If this Letter is signed by a person other than the registered Holder(s) of
any Existing Senior Notes specified  herein,  such Existing Senior Notes 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 Existing Senior Notes (or security  position  listing) and signatures on the
Existing  Senior  Notes  or  bond  power  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, must
submit proper evidence satisfactory to the Company of their authority to so act.

     Endorsements on Existing Senior Notes or signatures on bond powers required
by this Instruction 3 must be guaranteed by a firm or other entity identified in
Rule 17Ad-15  under the Exchange  Act as an  "eligible  guarantor  institution,"
including (as such terms are defined  therein) (i) a bank, (ii) broker,  dealer,
municipal securities broker or dealer or government securities broker or dealer,
(iii) a credit union, (iv) a national securities exchange, registered securities
association  or  clearing  agency,  or  (v)  a  savings  association  that  is a
participant in a Securities Transfer Association (an "Eligible Institution").

     Signatures on this Letter need not be guaranteed by an Eligible Institution
if the  Existing  Senior  Notes  are  tendered:  (i) by a  registered  Holder of
Existing Senior Notes (which term, for purposes of the Exchange Offer,  includes
any  participant  in the  Book-Entry  Transfer  Facility whose name appears on a
security  position  listing as the Owner of such Existing  Senior 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.


                                      -10-
<PAGE>

4.   Special Issuance and Delivery Instructions.

     Tendering   Holders  of  Existing  Senior  Notes  should  indicate  in  the
applicable box on page 6 of this Letter the name and address to which New Senior
Notes issued  pursuant to the  Exchange  Offer  and/or  substitute  certificates
evidencing  Existing  Senior 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.  Holders  tendering
Existing  Senior Notes by book-entry  transfer may request that Existing  Senior
Notes not  exchanged be credited to such account  maintained  at the  Book-Entry
Transfer  Facility  as  such  note  Holder  may  designate  hereon.  If no  such
instructions  are  given,  such  Existing  Senior  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
Existing  Senior Notes are  accepted  for exchange  must provide the Company (as
payor) with such Holder's correct Taxpayer  Identification Number ("TIN") on the
substitute  Form W-9 on page 8 of this Letter,  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
maybe  required to withhold 31% of the amount of any  reportable  payments  made
after the exchange to such tendering  Holder of New Senior Notes. If withholding
results in an overpayment of taxes, a refund may be obtained.

     Exempt  Holders of Existing  Senior Notes  (including,  among  others,  all
corporations  and certain foreign  individuals)  are not subject to these backup
withholding  and  reporting  requirements.  Exempt  holders,  other than foreign
individuals,  should  furnish  their  TIN,  write  "Exempt"  on the  face of the
Substitute  Form W-9 and sign,  date and return the form to the Exchange  Agent.
See the enclosed Guidelines for Certification of Taxpayer  Identification Number
on Substitute Form W-9 (the "W-9  Guidelines") for additional  instructions.  If
the tendering holder of Existing Senior 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.

     To prevent backup  withholding,  each tendering  Holder of Existing  Senior
Notes must provide its correct TIN by completing the Substitute Form W-9 on page
8 of this Letter, 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 Existing  Senior 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.  Failure  to  provide  the
information  on the form may subject the Holder to 31% federal income tax backup
withholding  on all reportable  payments tot he Holder.  If such Holder does not
have a TIN, such Holder should consult the W-9 Guidelines  for  instructions  on
applying for a TIN,  apply for a TIN and write  "applied for" in lieu of its TIN
in Part 1 of the Substitute  Form W-9.  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 "applied  for" is written in Part 1 of the
Substitute  Form W-9 and the Exchange Agent is not provided with a TIN within 60
days,  the Exchange  Agent will withhold 31% of all  reportable  payments to the
Holder thereafter until a TIN is provided to the Exchange Agent.


                                      -11-
<PAGE>

6.   Transfer Taxes.

     The Company will pay all transfer taxes, if any, applicable to the transfer
of Existing Senior Notes to it or its order pursuant to the Exchange Offer.  If,
however,  New Senior Notes and/or substitute Existing Senior 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 Existing  Senior Notes tendered
hereby,  or if tendered  Existing Senior 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 Existing  Senior 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 person)
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 Existing Senior Notes specified in this
Letter.

7.   No Conditional Tenders.

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

8.   Mutilated, Lost, Stolen or Destroyed Existing Senior Notes.

     Any Holder whose Existing Senior Notes have been mutilated, lost, stolen or
destroyed  should contact the Exchange Agent at the address  indicated above for
further  instructions.  This Letter and related  documents  cannot be  processed
until  the  procedures  for  replacing  mutilated,  lost,  stolen  or  destroyed
certificates have been followed.

9.   Withdrawal Rights.

     Tenders of Existing Senior 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 Existing Senior Notes to be effective, a written notice of withdrawal must be
received by the Exchange  Agent at the address on page 1 of this Letter 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 Existing
Senior  Notes to be  withdrawn  (the  "Depositor"),  (ii)  identify the Existing
Senior Notes to be withdrawn  (including  certificate  number or numbers and the
principal amount of such Existing Senior Notes),  (iii) contain a statement that
such Holder is  withdrawing  his  election to have such  Existing  Senior  Notes
exchanged,  (iv) be signed  by the  Holder  in the same  manner as the  original
signature  on the  Letter by which such  Existing  Senior  Notes  were  tendered
(including any required signature  guarantees) or be accompanied by documents of
transfer to have the Trustee with respect to the Existing  Senior Notes register
the transfer of such Existing Senior Notes in the name of the person withdrawing
the tender and (v)  specify  the name in which such  Existing  Senior  Notes are
registered,  if different from that of the Depositor.  If Existing  Senior Notes
have been tendered  pursuant to the procedure for book-entry  transfer set forth
in "The Exchange Offer - Book-Entry  Transfer"  section of the  Prospectus,  any
notice of  withdrawal  must  specify  the name and number of the  account at the
Book-Entry  Transfer Facility to be credited with the withdrawn  Existing Senior
Notes and otherwise comply with the procedures of such facility.


                                      -12-
<PAGE>

     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  Existing  Senior  Notes so
withdrawn  will be deemed not to have been  validly  tendered  for  exchange for
purposes  of the  Exchange  Offer and no New Senior  Notes  will be issued  with
respect  thereto  unless the  Existing  Senior  Notes so  withdrawn  are validly
retendered.  Any Existing  Senior 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 Existing  Senior 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  Transfer"  section of the  Prospectus,  such
Existing  Senior  Notes  will be  credited  to an  account  maintained  with the
Book-Entry  Transfer  Facility  for  the  Existing  Senior  Notes)  as  soon  as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer.  Properly  withdrawn Existing Senior 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.

10.  Irregularities.

     The Company will determine, in its sole discretion, all questions as to the
form,  validity,  eligibility  (including  time of receipt) and  acceptance  for
exchange of any tender of Existing Senior Notes,  which  determination  shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of any particular  Existing Senior Notes not properly tendered or to not
accept any  particular  Existing  Senior Notes which  acceptance  might,  in the
judgment of the Company or its counsel,  be unlawful.  The Company also reserves
the  absolute  right,  in  its  sole   discretion,   to  waive  any  defects  or
irregularities or conditions of the Exchange Offer as to any particular Existing
Senior Notes either before or after the Expiration  Date (including the right to
waive the  ineligibility of any holder who seeks to tender Existing Senior Notes
in the Exchange Offer).  The  interpretation  of the terms and conditions of the
Exchange Offer as to any particular Existing Senior Notes either before or after
the Expiration Date  (including the Letter of Transmittal  and the  instructions
thereto)  by the  Company  shall be final and  binding  on all  parties.  Unless
waived,  any defects or irregularities in connection with the tender of Existing
Senior Notes for exchange must be cured within such reasonable period of 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 any  defect or
irregularity  with respect to any tender of Existing  Senior Notes for exchange,
nor shall any of them incur any liability for failure to give such notification.

11.  Requests for Assistance or Additional Copies.

     Questions relating to the procedure for tendering,  as well as requests for
additional  copies of the  Prospectus,  this  Letter,  the Notice of  Guaranteed
Delivery and other related  documents may be directed to the Exchange  Agent, at
the address and telephone number indicated on page 1 of this Letter.


                                      -13-