EXHIBIT 99.1

                              LETTER OF TRANSMITTAL

                            PSEG ENERGY HOLDINGS INC.

   OFFER TO EXCHANGE ITS 10% SENIOR NOTES DUE 2009, WHICH HAVE BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING 10% SENIOR
               NOTES DUE 2009, WHICH HAVE NOT BEEN SO REGISTERED.

           PURSUANT TO THE PROSPECTUS DATED ____________________, 2000

--------------------------------------------------------------------------------
          THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ____
              P.M., EASTERN STANDARD TIME, ON ____________________,
                       2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------

                  To: FIRST UNION NATIONAL BANK, Exchange Agent

<TABLE>

<S>                            <C>                            <C>
By Hand Or Overnight Delivery:    Facsimile Transmissions:    By Registered Or Certified Mail:
                               (Eligible Institutions Only)
First Union National Bank                                       First Union National Bank

                                 To Confirm by Telephone
                                 or for Information Call:                Attention:
        Attention:
</TABLE>


DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.

     Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).

     This Letter of Transmittal is to be completed by holders of Original Notes
(as defined below) either if Original Notes are to be forwarded herewith or if
tenders of Original Notes are to be made by book-entry transfer to an account
maintained by First Union National Bank (the "Exchange Agent") at The Depository
Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange
Offer -- Procedures for Tendering Original Notes" in the Prospectus.

     Holders of Original Notes whose certificates (the "Certificates") for such
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 (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis must tender their Original
Notes according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Procedures for Tendering Original Notes" in the Prospectus.

     DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.

<PAGE>


                     NOTE: SIGNATURES MUST BE PROVIDED BELOW

               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

     ALL TENDERING HOLDERS COMPLETE THIS BOX: DESCRIPTION OF ORIGINAL NOTES

<TABLE>
<CAPTION>
-------------------------------- ------------------------ ------------------- -------------------- -------------------
 Please print Name and Address         Please Show         Principal Amount    Principal Amount        Beneficial
     of Registered Holder         Certificate Number(s)           of           of Original Notes   Holders and Names
                                      (Need not be          Original Notes       Tendered (if        in which such
                                      Completed by             Tendered        Principal Amount      Securities are
                                   Book-Entry Holders)         (Attach         of Original Notes          held
                                                           additional list    is Less than All)*
                                                              if needed)

<S>                              <C>                      <C>                 <C>                  <C>
-------------------------------- ------------------------ ------------------- -------------------- -------------------

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

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

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

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

-------------------------------- ------------------------ ------------------- -------------------- -------------------
                                 TOTAL
-------------------------------- ------------------------ ------------------- -------------------- -------------------
</TABLE>


* All Original Notes held shall be deemed tendered unless a lesser number is
specified in this column.

            (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY
    BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
    WITH DTC AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution:
                                  ----------------------------------------------

    DTC Account Number:
                       ---------------------------------------------------------

    Transaction Code Number:
                            ----------------------------------------------------

[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
    DELIVERY 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 of Registered Holders(s):
                                  ----------------------------------------------

    Window Ticket Number (if any):
                                  ----------------------------------------------

    Date of Execution of Notice of Guaranteed Delivery:
                                                       -------------------------

    Name of Institution which Guaranteed Delivery:
                                                  ------------------------------

    If Guaranteed Delivery is to be made By Book-Entry Transfer:
    Name of Tendering Institution:
                                  ----------------------------------------------

    DTC Account Number:
                       ---------------------------------------------------------

    Transaction Code Number:
                            ----------------------------------------------------

                                       2
<PAGE>

[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED
    ORIGINAL NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER
    SET FORTH ABOVE.

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES
    FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
    ACTIVITIES (A "PARTICIPATING 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>

To:  First Union National Bank

Ladies and Gentlemen:

     The undersigned hereby tenders to PSEG Energy Holdings Inc., a corporation
formed under the laws of the State of New Jersey ("Energy Holdings"), the above
described aggregate principal amount of Energy Holdings' 10% Senior Notes due
2009 (the "Original Notes") in exchange for a like aggregate principal amount of
Energy Holdings' 10% Senior Notes due 2009 (the "Exchange Notes") which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), upon the terms and subject to the conditions set forth in the Prospectus
dated _______________, 2000 (as the same may be amended or supplemented from
time to time, the "Prospectus"), receipt of which is acknowledged, and in this
Letter of Transmittal (which, together with the Prospectus, constitute the
"Exchange Offer").

     Subject to and effective upon the acceptance for exchange of all or any
portion of the Original Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of Energy
Holdings all right, title and interest in and to such Original Notes as are
being tendered herewith. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as its agent and attorney-in-fact (with full
knowledge that the Exchange Agent is also acting as agent of Energy Holdings in
connection with the Exchange Offer) with respect to the tendered Original Notes,
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), subject only to the right of
withdrawal described in the Prospectus, to (i) deliver Certificates for Original
Notes to Energy Holdings together with all accompanying evidences of transfer
and authenticity to, or upon the order of, Energy Holdings, upon receipt by the
Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued
in exchange for such Original Notes, (ii) present Certificates for such Original
Notes for transfer, and to transfer the Original Notes on the books of Energy
Holdings, and (iii) receive for the account of Energy Holdings all benefits and
otherwise exercise all rights of beneficial ownership of such Original Notes,
all in accordance with the terms and conditions of the Exchange Offer.

     THE UNDERSIGNED HEREBY REPRESENT(S) AND WARRANT(S) THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
ORIGINAL NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, ENERGY HOLDINGS WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE ORIGINAL NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY ENERGY HOLDINGS OR THE EXCHANGE AGENT TO BE
NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE
ORIGINAL NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS
OBLIGATIONS UNDER THE EXCHANGE AND REGISTRATION


                                       4
<PAGE>

RIGHTS AGREEMENT DATED OCTOBER 8, 1999 (THE "REGISTRATION RIGHTS AGREEMENT").

     THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE
OFFER.

     The name(s) and address(es) of the registered holder(s) of the Original
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Original Notes. The
Certificate number(s) and the Original Notes that the undersigned wishes to
tender should be indicated in the appropriate boxes above.

     If any tendered Original Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Original Notes
than are tendered or accepted for exchange, Certificates for such nonexchanged
or nontendered Original Notes will be returned (or, in the case of Original
Notes tendered by book-entry transfer, such Original Notes will be credited to
an account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.

     The undersigned understands that tenders of Original Notes pursuant to any
one of the procedures described in "The Exchange Offer -- Procedures for
Tendering Original Notes" in the Prospectus and in the instructions hereto will,
upon Energy Holdings' acceptance for exchange of such tendered Original Notes,
constitute a binding agreement among the undersigned and Energy Holdings upon
the terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the Prospectus, Energy
Holdings may not be required to accept for exchange any of the Original Notes
tendered hereby.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Original Notes, that such Exchange Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
representing Original Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Original
Notes, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please deliver Exchange Notes to the undersigned at the address shown below the
undersigned's signature.

     BY TENDERING ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL OR BY
DELIVERING AN AGENT'S MESSAGE IN LIEU THEREOF, THE UNDERSIGNED HEREBY REPRESENTS
AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF ENERGY HOLDINGS
WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT, (II) ANY EXCHANGE NOTES
TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF
ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF SUCH EXCHANGE NOTES, AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER,
THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A
DISTRIBUTION (WITHIN THE


                                       5
<PAGE>

MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES. BY TENDERING ORIGINAL
NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A
HOLDER OF ORIGINAL NOTES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES,
CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION
OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD
PARTIES, THAT (A) SUCH ORIGINAL NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS
A NOMINEE, OR (B) SUCH ORIGINAL NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM
TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH
ANY RESALE OF SUCH EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT
IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).

     ENERGY HOLDINGS HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS
DEFINED BELOW) IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN EXCHANGE
FOR ORIGINAL NOTES, WHERE SUCH ORIGINAL NOTES WERE ACQUIRED BY SUCH
PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES. IN THAT REGARD, EACH BROKER-DEALER WHO
ACQUIRED ORIGINAL NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR
OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH
ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL OR BY DELIVERING AN
AGENT'S MESSAGE IN LIEU THEREOF, AGREES THAT, UPON RECEIPT OF NOTICE FROM ENERGY
HOLDINGS OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF (I) ANY FACT WHICH
MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS
UNTRUE IN ANY MATERIAL RESPECT OR (II) ANY FACT WHICH CAUSES THE PROSPECTUS TO
OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING OR (III) OF THE OCCURRENCE OF CERTAIN
OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING
BROKER-DEALER WILL SUSPEND THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS
UNTIL ENERGY HOLDINGS HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED
PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR ENERGY HOLDINGS HAS GIVEN
NOTICE THAT THE SALE OF THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.


                                       6
<PAGE>

     Holders of Original Notes whose Original Notes are accepted for exchange
will not receive accrued interest on such Original Notes for any period from and
after the last Interest Payment Date to which interest has been paid or duly
provided for on such Original Notes prior to the original issue date of the
Exchange Notes or, if no such interest has been paid or duly provided for, will
not receive any accrued interest on such Original Notes, and the undersigned
waives the right to receive any interest on such Original Notes accrued from and
after such Interest Payment Date or, if no such interest has been paid or duly
provided for, from and after October 8, 1999.

     All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.

     Please be advised that Energy Holdings is making the Exchange Offer in
reliance on the position of the staff of the Division of Corporation Finance of
the Securities and Exchange Commission set forth in certain interpretive letters
addressed to third parties in other transactions. In addition, Energy Holdings
has authorized us to inform you as follows: Energy Holdings has not entered into
any arrangement or understanding with any person to distribute the Exchange
Notes to be received in the Exchange Offer and, to the best of its information
and belief, each person participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the Exchange
Notes to be received in the Exchange Offer. In this regard, Energy Holdings will
make each person participating in the Exchange Offer aware that if such person
is participating in the Exchange Offer for the purpose of distributing the
Exchange Notes to be acquired in the Exchange Offer, such person (a) could not
rely on the Staff position enunciated in the interpretative letters referred to
above and (b) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction. Energy Holdings acknowledges that such a secondary resale
transaction by such person participating in the Exchange Offer for the purpose
of distributing the Exchange Notes should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 or 508, as applicable, of Regulation S-K. Furthermore,
Energy Holdings will include in the transmittal letter to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) an
acknowledgment that if such exchange offeree is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Original Notes that
were acquired as a result of market-making activities or other trading
activities, it will deliver a prospectus in connection with any resale of such
Exchange Notes and (y) a statement that by so acknowledging and by delivering a
prospectus, such exchange offeree will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     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.


                                       7
<PAGE>

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

                               HOLDER(S) SIGN HERE
                          (SEE INSTRUCTIONS 2, 5 AND 6)
      (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

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

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

                           (SIGNATURE(S) OF HOLDER(S)

Dated: _____________, 2000. Must be signed by registered holder(s) exactly as
name(s) appear(s) on Certificate(s) for the Original Notes hereby tendered or on
a security position listing, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith
(including such opinions of counsel, certifications and other information as may
be required by Energy Holdings for the Original Notes to comply with the
restrictions on transfer applicable to the Original Notes). If signature is by
an attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See Instruction 5.

Name(s):

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

           ---------------------------------------------------------
                                 (PLEASE PRINT)

Capacity (full title):
                        ----------------------
Address:
           ---------------------------------------------------------

           ---------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number:
                                 -------------------
Tax ID Number:
                ---------------------------

                            GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 2 AND 5)

                                             -----------------------------------
                                                    AUTHORIZED SIGNATURE

Date:               , 2000
       -------------

Name of Firm:
               -----------------------------------------------------
                                 (PLEASE PRINT)

Capacity (full title):
                       ---------------------------------------------

Address:
           ---------------------------------------------------------

           ---------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number:
                                 ----------------------

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


                                       8
<PAGE>

---------------------------------------------------
          SPECIAL ISSUANCE INSTRUCTIONS
         (SEE INSTRUCTIONS 1, 5, AND 6)

To be completed ONLY if the Exchange Notes or
Original Notes not tendered are to be issued in the
name of someone other than the registered holder of
the Original Notes whose name(s) appear(s) above.

Issue

[ ]    Original Notes not tendered to:

[ ]    Exchange Notes to:

Name(s)

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

Address

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

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

---------------------------------------------------
                (INCLUDE ZIP CODE)

Area Code and Telephone Number

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

Tax ID Number

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



---------------------------------------------------
            SPECIAL DELIVERY INSTRUCTIONS
            (SEE INSTRUCTIONS 1, 5, AND 6)

To be completed ONLY if the Exchange Notes or
Original Notes not tendered are to be sent to someone
other not than the registered holder of the Original Notes
whose name(s) appear(s) above.

Mail

[ ]    Original Notes not tendered to:

[ ]    Exchange Notes to:

Name(s)

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

Address

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

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

---------------------------------------------------
                  (INCLUDE ZIP CODE)

Area Code and Telephone Number

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

Tax ID Number

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



                                       9
<PAGE>



                                  INSTRUCTIONS

     FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.   DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
     PROCEDURES.

     This Letter of Transmittal is to be completed either if (a) Certificates
are to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in "The Exchange Offer --
Procedures for Tendering Original Notes" in the Prospectus and an Agent's
Message is not delivered. Certificates, or timely confirmation of a book-entry
transfer of such Original Notes into the Exchange Agent's account at DTC, as
well as this Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu of this Letter of Transmittal. The term "Agent's
Message" means a message, transmitted by DTC to and received by the Exchange
Agent and forming a part of a book-entry confirmation, which states that DTC has
received an express acknowledgment from the DTC participant, which
acknowledgment states that such participant has received and agrees to be bound
by the Letter of Transmittal (including the representations contained herein)
and that Energy Holdings may enforce the Letter of Transmittal against such
participant. Original Notes may be tendered in whole or in part in integral
multiples of $1,000.

     Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available or (ii) who cannot deliver their Original
Notes, this Letter of Transmittal and all other required documents to the
Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete
the procedures for delivery by book-entry transfer on a timely basis, may tender
their Original Notes by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
"The Exchange Offer -- Procedures for Tendering Original Notes" in the
Prospectus. Pursuant to such procedures: (A) such tender must be made by or
through an Eligible Institution (as defined below); (B) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form made
available by Energy Holdings, must be received by the Exchange Agent on or prior
to the Expiration Date; and (C) the Certificates (or a book-entry confirmation
(as defined in the Prospectus)) representing all tendered Original Notes, in
proper form for transfer, together with a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent within three New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "The Exchange Offer -- Procedures for Tendering Original Notes" in
the Prospectus.

     The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Original Notes to
be properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration
Date. As used herein and in the Prospectus, "Eligible


                                       10
<PAGE>

Institution" means 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) a 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.

     THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     Energy Holdings will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.

2.   GUARANTEE OF SIGNATURES.

     No signature guarantee on this Letter of Transmittal is required if:

               (i) this Letter of Transmittal is signed by the registered holder
          (which term, for purposes of this document, shall include any
          participant in DTC whose name appears on a security position listing
          as the owner of the Original Notes) of Original Notes tendered
          herewith, unless such holder(s) has completed either the box entitled
          "Special Issuance Instructions" or the box entitled "Special Delivery
          Instructions" above, or

               (ii) such Original Notes are tendered for the account of a firm
          that is an Eligible Institution.

     In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.

3.   INADEQUATE SPACE.

     If the space provided in the box captioned "Description of Original Notes"
is inadequate, the Certificate number(s) and/or the principal amount of Original
Notes and any other required information should be listed on a separate signed
schedule which is attached to this Letter of Transmittal.

4.   PARTIAL TENDERS AND WITHDRAWAL RIGHTS.

     If less than all the Original Notes evidenced by any Certificate submitted
are to be tendered, fill in the principal amount of Original Notes which are to
be tendered in the box entitled "Principal Amount of Original Notes Tendered (if
Principal Amount of Original Notes is Less than All)." In such case, new
Certificate(s) for the remainder of the Original Notes that were evidenced by
your old Certificate(s) will be sent in accordance with the issuance and


                                       11
<PAGE>

delivery instructions received promptly after the Expiration Date. All Original
Notes represented by Certificates delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.

     Except as otherwise provided herein, tenders of Original Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at any of its addresses set forth above or in the
Prospectus on or prior to the Expiration Date. Any such notice of withdrawal
must specify the name of the person who tendered the Original Notes to be
withdrawn, the aggregate principal amount of Original Notes to be withdrawn, and
(if Certificates for Original Notes have been tendered) the name of the
registered holder of the Original Notes as set forth on the Certificate for the
Original Notes, if different from that of the person who tendered such Original
Notes. If Certificates for the Original Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such
Certificates for the Original Notes, the tendering holder must submit the serial
numbers shown on the particular Certificates for the Original Notes to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution, except in the case of Original Notes tendered for the
account of an Eligible Institution. If Original Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in the Prospectus
under "The Exchange Offer -- Procedures for Tendering Original Notes," the
notice of withdrawal must specify the name and number of the account at DTC to
be credited with the withdrawal of Original Notes, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. Withdrawals of tenders of Original
Notes may not be rescinded. Original Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer -- Procedures
for Tendering Original Notes."

     All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by Energy Holdings, in
its sole discretion, whose determination shall be final and binding on all
parties. Energy Holdings, any affiliates or assigns of Energy Holdings, the
Exchange Agent or any other person shall not be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Original Notes which
have been tendered but which are withdrawn will be returned to the holder
thereof without cost to such holder promptly after withdrawal.

5.   SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.

     If this Letter of Transmittal is signed by the registered holder(s) of the
Original Notes tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the Certificate(s) without alteration,
enlargement or any change whatsoever.

     If any of the Original Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.


                                       12
<PAGE>

     If any tendered Original Notes are registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.

     If this Letter of Transmittal 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 must submit proper evidence
satisfactory to Energy Holdings, in its sole discretion, of such persons'
authority to so act.

     When this Letter of Transmittal is signed by the registered owner(s) of the
Original Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless Exchange Notes are
to be issued in the name of a person other than the registered holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Original Notes listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as Energy Holdings may require in accordance with the restrictions on transfer
applicable to the Original Notes. Signatures on such Certificates or bond powers
must be guaranteed by an Eligible Institution.

6.   SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

     If Exchange Notes are to be issued in the name of a person other than the
signer of this Letter of Transmittal, or if Exchange Notes are to be sent to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Certificates for Original Notes not exchanged will be
returned by mail or, if tendered by book-entry transfer, by crediting the
account indicated above maintained at DTC. See Instruction 4.

7.   IRREGULARITIES.

     Energy Holdings will determine, in its sole discretion, all questions as to
the form of documents, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Original Notes, which determination
shall be final and binding on all parties. Energy Holdings reserves the absolute
right to reject any and all tenders determined by either of them not to be in
proper form or the acceptance of which, or exchange for, may, in the view of
counsel to Energy Holdings, be unlawful, and Energy Holdings also reserves the
right to waive any conditions or irregularities in any tender of Original Notes
of any particular holder whether or not similar conditions or irregularities are
waived in the case of other holders. Energy Holdings' interpretation of the
terms and conditions of the Exchange Offer (including this Letter of Transmittal
and the instructions hereto) will be final and binding. No tender of Original
Notes will be deemed to have been validly made until all irregularities with
respect to such tender have been cured or waived. Energy Holdings, any
affiliates or assigns of Energy Holdings, the


                                       13
<PAGE>

Exchange Agent, or any other person shall not be under any duty to give
notification of any irregularities in tenders or incur any liability for failure
to give such notification.

8.   QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.

     Questions and requests for assistance may be directed to the Exchange Agent
at any of its addresses and telephone number set forth on the front of this
Letter of Transmittal. Additional copies of the Prospectus, the Notice of
Guaranteed Delivery and the Letter of Transmittal may be obtained from the
Exchange Agent or from your broker, dealer, commercial bank, trust company or
other nominee.

9.   31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.

     Under U.S. Federal income tax law, a holder whose tendered Original Notes
are accepted for exchange is required to provide the Exchange Agent with such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9
below. If the Exchange Agent is not provided with the correct TIN, the Internal
Revenue Service (the "IRS") may subject the holder or other payee to a $50
penalty. In addition, payments to such holders or other payees with respect to
Original Notes exchanged pursuant to the Exchange Offer may be subject to 31%
backup withholding.

     The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.

     The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Original Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Original Notes. If the Original Notes are registered in
more than one name or are 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.

     Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write


                                       14
<PAGE>

"exempt" on the face thereof, to avoid possible erroneous backup withholding. A
foreign person may qualify as an exempt recipient by submitting a properly
completed IRS Form W-8, signed under penalties of perjury, attesting to that
holder's exempt status. Please consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which holders are exempt from backup withholding.

     Backup withholding is not an additional U.S. Federal income tax. Rather,
the U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.

10.  NO CONDITIONAL TENDERS.

     No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Original Notes, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
Original Notes for exchange.

     Neither Energy Holdings, 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.

11.  LOST, DESTROYED OR STOLEN CERTIFICATES.

     If any Certificate(s) representing Original Notes have been lost, destroyed
or stolen, the holder should promptly notify the Exchange Agent. The holder will
then be instructed as to the steps that must be taken in order to replace the
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificate(s) have been followed.

12.  SECURITY TRANSFER TAXES.

     Holders who tender their Original Notes for exchange will not be obligated
to pay any transfer taxes in connection therewith. If, however, Exchange Notes
are to be delivered to, or are to be issued in the name of, any person other
than the registered holder of the Original Notes tendered, or if a transfer tax
is imposed for any reason other than the exchange of Original Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(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 with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

   IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
            REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
                       ON OR PRIOR TO THE EXPIRATION DATE.



                                       15
<PAGE>



               (TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS)
                               (SEE INSTRUCTION 9)

                     PAYOR'S NAME: FIRST UNION NATIONAL BANK

<TABLE>

<S>                                        <C>                                    <C>
------------------------------------------ -------------------------------------- ------------------------------------
SUBSTITUTE FORM W-9                        PART 1--  PLEASE PROVIDE               TIN:
                                           YOUR TIN IN THE BOX AT                     -----------------------------
Department of the Treasury Internal        RIGHT AND CERTIFY BY
Revenue Service                            SIGNING AND DATING BELOW
                                                                                       Social Security Number or
Payor's Request for Taxpayer                                                        Employer Identification Number
Identification Number (TIN)
and Certification





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

                                                                             PART 2

                                                                                           Awaiting TIN [  ]

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

                                           PART 3 - CERTIFICATION - UNDER THE 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 TO
                                           ME), (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE (I) I
                                           AM EXEMPT FROM BACKUP WITHHOLDING, (II) 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 (III) THE IRS HAS NOTIFIED ME THAT II AM NO LONGER
                                           SUBJECT TO BACKUP WITHHOLDING, AND (3) ANY OTHER INFORMATION PROVIDED
                                           ON THIS FORM IS TRUE AND CORRECT.

                                           SIGNATURE
                                                    -----------------------------------------------
                                           DATE
                                               ----------------------------------------------------

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

You must cross out item (2) in Part (3) 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 and you have not been notified by the
IRS that you are no longer subject to backup withholding.

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.




                                       16
<PAGE>



               YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
                CHECKED THE BOX IN PART 2 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 (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
payments made to me on account of the Exchange Notes shall be retained until I
provide a taxpayer identification number to the Exchange Agent and that, if I do
not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.

Signature                                         Date:               , 2000
         ----------------------------                  ---------------

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


                                       17