<PAGE>

                                                                    Exhibit 4.4


                              NEVADA POWER COMPANY

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

                              LETTER OF TRANSMITTAL

                  NEVADA POWER COMPANY IS OFFERING TO ISSUE ITS

     8.25% GENERAL AND REFUNDING MORTGAGE BONDS, SERIES A, DUE JUNE 1, 2011
                  (REGISTERED UNDER THE SECURITIES ACT OF 1933)

                               IN EXCHANGE FOR ITS

     8.25% GENERAL AND REFUNDING MORTGAGE BONDS, SERIES A, DUE JUNE 1, 2011
                (NOT REGISTERED UNDER THE SECURITIES ACT OF 1933)

               PURSUANT TO THE PROSPECTUS, DATED _________ , 2001

--------------------------------------------------------------------------------
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON __________
___________________, 2001 UNLESS EXTENDED (THE "EXPIRATION DATE").  TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
--------------------------------------------------------------------------------

                                  Delivery To:

                     THE BANK OF NEW YORK, AS EXCHANGE AGENT

<TABLE>
<S>                                                          <C>
By Registered or Certified Mail, Hand or Overnight           By Facsimile:
Courier:                                                     (212) 815-6339

The Bank of New York
Reorganization Unit                                          Confirm by Telephone:
101 Barclay Street - 7E                                      (212) 815-3738
New York, NY 10289
Attn: Ms. Diane Amoroso
</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
other than as set forth above, will not constitute a valid delivery of this
Letter of Transmittal.

<PAGE>

         The undersigned acknowledges that he or she has received and reviewed a
prospectus, dated , 2001 (the "Prospectus"), of Nevada Power Company, a Nevada
corporation (the "Company"), and this letter of transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to issue an aggregate principal amount of up to $350,000,000 of its
8.25% General and Refunding Mortgage Bonds, Series A, due June 1, 2011 (the "New
Bonds"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), in exchange for a like principal amount of issued and
outstanding 8.25% General and Refunding Mortgage Bonds, Series A, due June 1,
2011 (the "Old Bonds" and, together with the New Bonds, the "Bonds"), which were
not so registered. Capitalized terms used but not defined herein have the
meanings given to them to the Prospectus.

         In order for any Holder of Old Bonds to tender all or any portion of
such Old Bonds, the Exchange Agent must receive either this Letter of
Transmittal completed by such Holder or an Agent's Message (as hereinafter
defined) with respect to such Holder. Certificates for Old Bonds are to be
forwarded herewith or, if a tender of Old Bonds is to be made by book-entry
transfer, the tender should be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in the Prospectus under "The Exchange
Offer-Procedures for Tendering-Registered Holders and DTC Participants". Holders
of Old Bonds whose certificates are not immediately available, or who are unable
to deliver their certificates or confirmation of the book-entry tender of their
Old Bonds into the Exchange Agent's account at DTC (a "Book-Entry Confirmation")
and all other documents required by this Letter of Transmittal to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Bonds according
to the guaranteed delivery procedures set forth in "The Exchange Offer
-Procedures for Tendering - Registered Holders and DTC Participants" section of
the Prospectus. See Instruction 1. Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.

         By causing Old Bonds to be credited to the Exchange Agent's account at
DTC in accordance with DTC's procedures for transfer, including the transmission
by DTC of an Agent's Message to the Exchange Agent, the DTC participant will be
deemed to confirm, on behalf of itself and the beneficial owners of such Old
Bonds, all provisions of this Letter of Transmittal applicable to it and such
beneficial owners as fully as if it had completed the information required
herein and executed and delivered this Letter of Transmittal to the Exchange
Agent. As used herein, the term "Agent's Message" means a message,
electronically transmitted by DTC to and received by the Exchange Agent, and
forming a part of the Book-Entry Confirmation, which states that DTC has
received an express acknowledgement from a Holder of Old Bonds stating that such
Holder has received and agrees to be bound by, and makes each of the
representations and warranties contained in, this Letter of Transmittal and,
further, that such Holder agrees that the Company may enforce this Letter of
Transmittal against such Holder.

         The term "Holder", as used in this Letter of Transmittal, means any of
(a) person in whose name Old Bonds are registered on the books of the Company,
(b) any other person who has obtained a properly completed bond power from the
registered holder, and (c) any DTC participant whose Old Bonds are held of
record by DTC. Holders who wish to tender their Old Bonds must complete this
Letter of Transmittal in its entirety or must cause an Agent's Message to be
transmitted.

         Any other beneficial owner whose Old Bonds are registered in the name
of a broker or other nominee and who wishes to tender should contact such broker
or nominee promptly and instruct such broker or nominee to tender on behalf of
the beneficial owner. If the beneficial owner wishes to tender on its own
behalf, such beneficial owner must, prior to completing and executing this
Letter of Transmittal and delivering its Old Bonds, either make appropriate
arrangements to register ownership of the Old Bonds in such beneficial owner's
name or obtain a properly completed bond power from the registered Holder of the
Old Bonds. The transfer of registered ownership may take considerable time.

                                       2
<PAGE>

         Complete the appropriate boxes below to indicate the Old Bonds to which
this Letter of Transmittal relates and the action the undersigned desires to
take with respect to the Exchange Offer. If the space provided below is
inadequate, the certificate numbers and principal amount of Old Bonds should be
listed on a separate signed schedule affixed hereto.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Description of Old Bonds                                       1                       2                      3
--------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                      <C>                     <C>
Name(s) and Address(es) of Registered Holder(s)                              Aggregate Principal
(Please fill in, if blank)                                                   Amount of Old Bond(s)   Principal Amount
                                                    Certificate Number(s)*                           Tendered**
------------------------------------------------    -----------------------  --------------------    -----------------

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

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

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

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

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

*   Need not be completed if Old Bonds are being tendered by book-entry
    transfer.
**  Unless otherwise indicated in the column, a holder will be deemed to have
    tendered ALL of the Old Bonds represented by the Old Bonds indicated in
    column 2. See Instruction 2. Old Bonds tendered hereby must be in
    denominations of principal amount of $250,000 and integral multiples of
    $1,000 in excess thereof. See Instruction 1.
    ----------------------------------------------------------------------------

[ ] CHECK HERE IF TENDERED OLD BONDS 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: _______________________________________

         Account Number:                _______________________________________

         Transaction Code Number:       _______________________________________

[ ] CHECK HERE IF TENDERED OLD BONDS 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 DELIVERY BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

    Account Number______________       Transaction Code Number_________________

    Name of Tendering Institution______________________________________________

                                       3
<PAGE>

[ ] CHECK HERE IF TENDERED OLD BONDS ARE ENCLOSED HEREWITH.

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
    COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
    THERETO.

    Name:    ____________________________________________

    Address: ____________________________________________

             ____________________________________________

             ____________________________________________


                                       4
<PAGE>

                               TENDER OF OLD BONDS

Ladies and Gentlemen:

         Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Bonds indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Bonds tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Bonds as are being tendered hereby.

         The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its agent and attorney-in-fact with full power of substitution,
for purposes of delivering this Letter of Transmittal and the Old Bonds to the
Company. The Power of Attorney granted in this paragraph shall be deemed
irrevocable from and after the Expiration Date and coupled with an interest. The
undersigned hereby acknowledges its full understanding that the Exchange Agent
also performs functions as agent of the Company.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Bonds
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents and warrants that any New Bonds acquired
in exchange for Old Bonds tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Bonds, whether or
not such person is the undersigned, that neither the holder of such Old Bonds
nor any such other person is engaged or intends to engage in, or has an
arrangement or understanding with any person to participate in, the distribution
(within the meaning of the Securities Act) of such New Bonds and that neither
the holder of such Old Bonds nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company.

         The undersigned also acknowledges that this Exchange Offer is being
made by the Company in reliance on an interpretation 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 Bonds issued in exchange for the
Old Bonds pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Bonds are acquired in
the ordinary course of such holders' business and that such holders have no
arrangement with any person to participate in the distribution (within the
meaning of the Securities Act) of such New Bonds. The undersigned represents
that it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution
(within the meaning of the Securities Act) of New Bonds. If the undersigned is a
broker-dealer that will receive New Bonds for its own account in exchange for
Old Bonds that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such New
Bonds; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The undersigned acknowledges that in reliance on
an interpretation by the staff of the SEC, a broker-dealer may fulfill its
prospectus delivery requirements with respect to the New Bonds (other than a
resale of New Bonds received in exchange for an unsold allotment of Old Bonds
purchased directly from the Company) with the Prospectus which constitutes part
of this Exchange Offer.

         The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Old Bonds
tendered hereby. All authority conferred or agreed to be conferred in this
Letter of Transmittal and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer -- Withdrawal of Tenders of Old Bonds" section of the Prospectus.

                                       5
<PAGE>

         Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the New Bonds (and, if applicable, substitute
certificates representing Old Bonds for any Old Bonds not tendered or exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Bonds, please credit the account indicated above maintained at DTC. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Bonds (and, if applicable, substitute
certificates representing Old Bonds for any Old Bonds not exchanged) to the
undersigned at the address shown below in the box entitled "Description of Old
Bonds."

         The Company will be deemed to have accepted validly tendered Old Bonds
when, as and if the Company shall have given oral (promptly confirmed in
writing) or written notice of acceptance to the Exchange Agent.

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



                                       6
<PAGE>

                          SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

         To be completed ONLY if certificates for Old Bonds not exchanged and/or
New Bonds are to be issued in the name of someone other than the person or
persons whose signature(s) appear(s) below on this Letter of Transmittal, or if
Old Bonds delivered by book-entry transfer which are not accepted for exchange
are to be returned by credit to an account maintained at DTC other than the
account indicated above.

         Issue:   New Bonds and/or Old Bonds to:
--------------------------------------------------------------------------------

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

                           ____________________________________________
                           (Please Type or Print)

         Address:          ____________________________________________

                           ____________________________________________
                           (Zip Code)
                                        (Complete Substitute Form W-9)

[ ] Credit unexchanged Old Bonds delivered by book-entry transfer to the DTC
account set forth below.

 ------------------------------------------------------------------------------
                              (DTC Account Number,
                                 If Applicable)

                          SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

         To be completed ONLY if certificates for Old Bonds not exchanged and/or
New Bonds are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter below or to such person or persons at an
address other than shown in the box entitled "Description of Old Bonds" on this
Letter above.

         Mail:    New Bonds and/or Old Bonds to:
-------------------------------------------------------------------------------

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

                  ____________________________________________
                           (Please Type or Print)

         Address: ____________________________________________

                  ____________________________________________
                           (Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD BONDS OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE

                                       7
<PAGE>

                                PLEASE SIGN HERE
                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)
           (Complete Accompanying Substitute Form W-9 on reverse side)

Dated:

x __________________________________________       ______________________, 2001

x __________________________________________       ______________________, 2001
Signature(s) of Owner                                        Date

Area Code and Telephone Number ___________________________

         This Letter of Transmittal must be signed by the registered holder(s)
as the name(s) appear(s) on the certificate(s) for the Old Bonds hereby tendered
or on a DTC 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 set forth full
title. See Instruction 3.

Name(s):  _______________________________________________

          _______________________________________________
                          (Please Type or Print)

Capacity: _______________________________________________

Address:  _______________________________________________

          _______________________________________________
                              (Including Zip Code)

                               SIGNATURE GUARANTEE
                         (If required by Instruction 3)

Signature(s) Guaranteed by
an Eligible Institution:      _________________________________________________
                              (Authorized Signature)

                              _________________________________________________
                              (Title)

                              _________________________________________________
                              (Name and Firm)

                              _________________________________________________
                              Dated

                                       8
<PAGE>

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.       DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD BONDS; GUARANTEED
         DELIVERY PROCEDURES.

         In order for any Holder of Old Bonds to tender all or any portion of
such Old Bonds, the Exchange Agent must receive either this Letter of
Transmittal completed by such Holder or an Agent's Message (as hereinafter
defined) with respect to such Holder. Certificates for all physically tendered
Old Bonds, or Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed Letter of Transmittal (or facsimile hereof or
Agent's Message in lieu thereof) and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at the address set forth
herein prior to the Expiration Date, or the tendering holder must comply with
the guaranteed delivery procedures set forth below. Old Bonds tendered hereby
must be in denominations of principal amount of $250,000 and integral multiples
of $1,000 in excess thereof.

         Holders whose certificates for Old Bonds are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedure for book-entry tender on a timely basis, may tender their Old Bonds
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
"The Exchange Offer-Procedures of Tendering-Registered Holders and DTC
Participants." Pursuant to such procedures, (1) such tender must be made through
an Eligible Institution, (2) prior to the Expiration Date, the Exchange Agent
must receive from such Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
the Company (by facsimile transmission, mail or hand delivery), setting forth
the name and address of the holder of Old Bonds, the certificate numbers of such
Old Bonds (unless tender is to be made by book-entry transfer) and the principal
amount of Old Bonds tendered, stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange ("NYSE") trading days
after the date of delivery of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Bonds, or a Book-Entry
Confirmation, together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof or Agent's Message in lieu thereof), with any
required signature guarantees and any other documents required by the Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent, and (3) the certificates for all physically tendered Old Bonds, in the
proper form for transfer, or Book-Entry Confirmation, as the case may be,
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof), with any required
signature guarantees and all other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within five NYSE trading
days after the date of execution of the Notice of Guaranteed Delivery.

         The method of delivery of Old Bonds, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder, but the delivery will be deemed made only when actually received by
the Exchange Agent. Instead of delivery by mail, it is recommended that Holders
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure delivery to the Exchange Agent before the Expiration Date.
No Old Bonds or Letters of Transmittal should be sent to Nevada Power Company.
Holders may request their respective brokers, dealers, commercial banks, trust
companies or nominees to effect the above transactions for such Holders.

         See the Prospectus under "The Exchange Offer."

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

         If less than all of the Old Bonds evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Old Bonds to be tendered in the box above entitled
"Description of Old Bonds -- Principal Amount Tendered." A reissued certificate
representing the balance of nontendered Old Bonds will be sent to such tendering
holder, unless otherwise provided in the appropriate box on

                                       9
<PAGE>

this letter, promptly after the Expiration Date. All of the Old Bonds 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 of Transmittal is signed by the Holder of the Old Bonds
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates or on DTC's security position listing as the
holder of such Old Bonds without any change whatsoever. If any tendered Old
Bonds are owned of record by two or more joint owners, all of such owners must
sign this Letter.

         If any tendered Old Bonds are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.

         If this Letter of Transmittal is signed by the registered holder or
holders of the Old Bonds specified herein and tendered hereby, no endorsements
of certificates or separate bond powers are required. If, however, the New Bonds
are to be issued, or any untendered Old Bonds are to be reissued, to a person
other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) or bond powers must be guaranteed by an Eligible Institution.

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

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

         EXCEPT AS PROVIDED BELOW, ENDORSEMENTS ON CERTIFICATES FOR OLD BONDS OR
SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A
FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER
OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK
OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN
"ELIGIBLE INSTITUTION").

         SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION IF THE OLD BONDS ARE TENDERED: (1) BY A REGISTERED HOLDER
OF OLD BONDS WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" OR (2) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.

4.       SPECIAL ISSUANCE AND DELIVERY INSTRUCTION.

         Tendering Holders of Old Bonds should indicate in the applicable box
the name and address to which New Bonds issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Bonds not exchanged are to be
issued or sent, if different from the name or address of the person signing this
Letter of Transmittal. 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 Old Bonds by book-entry transfer may request that
Old Bonds not exchanged be credited to such account maintained at DTC as such
Holder may designate hereon. If no such instructions are given, such Old Bonds
not exchanged will be returned to the name or address of the person signing this
Letter.

                                       10
<PAGE>

5.       TAX IDENTIFICATION NUMBER.

         Federal income tax law generally requires that a tendering holder
whose Old Bonds are accepted for exchange must provide the Company (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a tendering holder who is an
individual, is his or her social security number. If the Company is not
provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery to such tendering holder of New Bonds
may be subject to backup withholding in an amount equal to 30.5% of all
reportable payments made after the exchange. If withholding results in an
overpayment for taxes, a refund may be obtained.

         Exempt holders of Old Bonds (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

         To prevent backup withholding, each tendering Holder of Old Bonds must
provide its correct TIN by completing the "Substitute Form W-9" set forth below,
certifying that the Holder is a U.S. person (including a U.S. resident alien),
that the TIN provided is correct (or that such Holder is awaiting a TIN) and
that (1) the Holder is exempt from backup withholding, (2) the Holder has not
been notified by the Internal Revenue Service that such Holder is subject to a
backup withholding as a result of a failure to report all interest or dividends
or (3) the Internal Revenue Service has notified the Holder that such Holder is
no longer subject to backup withholding. If the tendering Holder of Old Bonds is
a nonresident alien or foreign entity not subject to backup withholding, such
Holder must give the Company a completed Form W-8BEN, Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding, or if applicable,
Form W-8ECI, Certificate of Foreign Person's Claim for Exemption From
Withholding on Income Effectively Connected with the Conduct of a Trade or
Business in the United States. These forms may be obtained from the Exchange
Agent. If the Old Bonds 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 the TIN to report. If such Holder does not have a TIN, such Holder should
consult the W-9 Guidelines for instructions on applying for a TIN, check the box
in Part 2 of the Substitute Form W-9 and write "applied for" in lieu of its TIN.
Note: Checking this box and writing "applied for" on the Form means that such
Holder has already applied for a TIN or that such Holder intends to apply for
one in the near future. If such Holder does not provide its TIN to the Company
within 60 days, backup withholding will begin and continue until such Holder
furnishes its TIN to the Company.

6.       TRANSFER TAXES.

         The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Bonds to it or its order pursuant to the Exchange Offer. If,
however, New Bonds and/or substitute Old Bonds 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 Old Bonds tendered hereby, or if tendered Old Bonds are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
transfer of Old Bonds 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.

7.       COMPANY DETERMINATION FINAL; WAIVER OF CONDITIONS.

         All questions as to the validity, form eligibility (including time of
receipt), acceptance of tendered Old Bonds and withdrawal of tendered Old Bonds
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject any
and all Old Bonds not properly tendered or any Old Bonds the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any irregularities or
conditions of tender as to particular Old Bonds. The Company's interpretation of
the terms and conditions of the Exchange Offer (including

                                       11
<PAGE>

the instructions in this Letter of Transmittal) shall be final and binding on
all parties. Unless waived, any defects or irregularities in connection with
tenders of Old Bonds must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Old Bonds, nor shall any of them incur any liability for failure to
give such notification. Tenders of Old Bonds will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Old
Bonds received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holders of the Old Bonds, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.

8.       NO CONDITIONAL TENDERS.

         No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Bonds, by causing this Letter of
Transmittal or an Agent's Message in lieu thereof to be delivered to the
Exchange Agent, shall waive any right to receive notice of the acceptance of
their Old Bonds for exchange.

         Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Bonds nor shall any of them incur any liability for failure to
give any such notice.

9.       MUTILATED, LOST, STOLEN OR DESTROYED OLD BONDS.

         Any Holder whose Old Bonds have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the addresses indicated above for
further instructions.

10.      REQUESTS FOR ADDITIONAL COPIES.

         Requests for additional copies of the Prospectus and this Letter of
Transmittal, may be directed to the Exchange Agent, at the addresses and
telephone numbers indicated above.


                                       12
<PAGE>

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

<TABLE>
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                            <C>
SUBSTITUTE                       PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX    TIN: _____________
Form W-9                         AT RIGHT AND CERTIFY BY SIGNING AND DATING     (Social Security Number or Employer
                                 BELOW:                                         Identification Number)

----------------------------------------------------------------------------------------------------------------------
                                 PART 2 - TIN APPLIED FOR

----------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY       PAYOR'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN") AND CERTIFICATION
INTERNAL REVENUE SERVICE
                                 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: (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)   I am a U.S. person (including a U.S. resident alien).

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

                                 SIGNATURE:_______________________________            DATE:___________

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

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.
-------------------------------------------------------------------------------

      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 (a) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.

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

                                       13
<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9
                                     PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number. You can get these forms from the IRS by calling 1-800-829-3676 or from
the IRS's internet website at www.irs.gov.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

         o  An organization exempt from tax under section 501(a), or an
            individual retirement plan.

         o  The United States or any agency or instrumentality thereof.

         o  A State, the District of Columbia, a possession of the United
            States, or any subdivision or instrumentality thereof.

         o  A foreign government, a political subdivision of a foreign
            government, or any agency or instrumentality thereof.

         o  An international organization or any agency, or instrumentality
            thereof.

Other payees that may be exempt from backup withholding include:

         o  A corporation.

         o  A financial institution.

         o  A registered dealer in securities or commodities registered in the
            U.S. or a possession of the U.S.

         o  A real estate investment trust.

         o  A common trust fund operated by a bank under section 584(a).

         o  A trust exempt from tax under section 664 or described in section
            4947.

         o  An entity registered at all times during the tax year under
            Investment Company Act of 1940.

         o  A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

         o  Payments to nonresident aliens subject to withholding under section
            1441.

                                       14
<PAGE>

         o  Payments to partnerships not engaged in a trade or business in the
            U.S. and which have at least one nonresident alien partner.

         o  Payments of patronage dividends where the amount received is not
            paid in money.

         o  Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the
following:

         o  Payments of interest on obligations issued by individuals. Note: You
            may be subject to backup withholding if this interest is $600 or
            more and is paid in the course of the payer's trade or business and
            you have not provided your correct taxpayer identification number to
            the payer.

         o  Payments of tax-exempt interest (including exempt-interest dividends
            under section 852).

         o  Payments described in section 6049(b)(5) to non-resident aliens.

         o  Payments on tax-free covenant bonds under section 1451.

         o  Payments made by certain foreign organizations.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYER A COMPLETED
INTERNAL REVENUE SERVICE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

         Certain payments other than interest, dividends, and patronage
dividends, that are not subject to information reporting are also not subject to
backup withholding. For details, see the regulations under section 6041,
6041(A), 6045, and 6050A.

Privacy Act Notice.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties fines
and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

                                       15
<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security Numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT:       GIVE THE SOCIAL SECURITY     FOR THIS TYPE OF ACCOUNT:    GIVE THE EMPLOYER
                                NUMBER OF --                                              IDENTIFICATION NUMBER OF --
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
1.   An individual's account    The individual               6.  A valid trust,           The legal entity (Do not
                                                                 estate, or pension       furnish the identifying
                                                                 trust                    number of the personal
                                                                                          representative or trustee
                                                                                          unless the legal entity
                                                                                          itself is not designated
                                                                                          in the account title. (4)

2.   Two or more individuals    The actual owner of the      7.  Corporate account        The corporation
    (joint account)             account or, if combined
                                funds, the first
                                individual on the account
                                (1)

3.   Custodian account of a     The minor (2)                8.  Association, club,       The organization
     minor (Uniform Gift to                                  religious, charitable,
     Minors Act)                                             educational, or other
                                                             tax-exempt organization
                                                             account

4.  a. The usual revocable      The grantor-trustee (1)      9.  Partnership account      The partnership
    savings trust account                                    held in the name of the
    (grantor is also trustee)                                business

    b. So-called trust account  The actual owner (1)         10. A broker or              The broker or nominee
    that is not a legal or                                       registered nominee
    valid trust under State
    law

5.  Sole proprietorship         The owner (3)                11.  Account with the        The public entity
    account                                                  Department of Agriculture
                                                             in the name of a public
                                                             entity (such as a State or
                                                             local government, school
                                                             district, or prison) that
                                                             receives agricultural
                                                             program payments
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has an SSN, that person's number should
     be furnished.
(2)  Circle the minor's name and furnish the minor's social security number.
(3)  You must show your individual name, but you may also enter your business or
     "doing business as" name. You may use either your SSN or EIN (if you have
     one).
(4)  List first and circle the name of the legal trust, estate, or pension
     trust. NOTE: If no name is circled when there is more than one name, the
     number will be considered to be that of the first name listed.

<PAGE>

                        NOTICE OF GUARANTEED DELIVERY FOR
                              NEVADA POWER COMPANY

         This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of Nevada Power Company (the "Company") made pursuant to a
prospectus dated ____________, 2001 (the "Prospectus"), if certificates for Old
Bonds of the Company are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Company prior to 5:00 p.m., New York
City time, on the Expiration Date of the Exchange Offer. Such form may be
delivered or transmitted by telegram, telex, facsimile transmission, mail or
hand delivery to The Bank of New York (the "Exchange Agent") as set forth below.
Capitalized terms not defined herein are defined in the Prospectus.

                              THE EXCHANGE AGENT IS

                              THE BANK OF NEW YORK

<TABLE>
<S>                                                             <C>
By Registered or Certified Mail, Hand or Overnight Courier:     By Facsimile:
                                                                (212) 815-6339
The Bank of New York
Reorganization Unit                                             Confirm by Telephone:
101 Barclay Street - 7E                                         (212) 815-3738
New York, NY 10289
Attn: Ms. Diane Amoroso
</TABLE>

         DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.



<PAGE>

Ladies and Gentlemen:

         Upon the terms and conditions set forth in the Prospectus, the
undersigned hereby tenders to the Company the principal amount of Old Bonds set
forth below, pursuant to the guaranteed delivery procedure described in the
Prospectus under "The Exchange Offer -- Procedures for Tendering - Registered
Holders and DTC Participants."

<TABLE>
<S>                                                          <C>
Principal Amount of Old Bonds Tendered:*                     If Old Bonds will be delivered by book-entry  transfer
                                                             to The Depository Trust Company, provide account number.
$-------------------------------------

Certificates Nos. (if available):                            Account Number
                                                                            -----------------------------------
Total Principal Amount Represented by Old Bonds
Certificate(s):
$-------------------------------------
</TABLE>

*    Must be in denominations of principal amount of $250,000 and integral
     multiples of $1,000 in excess thereof. See Instruction 1 in the Letter of
     Transmittal.

-------------------------------------------------------------------------------
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH
OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
-------------------------------------------------------------------------------

                                       2

<PAGE>

                                PLEASE SIGN HERE

<TABLE>
<S>                                                           <C>
X  _______________________________________________            _____________________________

X  _______________________________________________            _____________________________
   Signature(s) of Owner(s) or                                         Date
   Authority Signatory
</TABLE>

Telephone Number (including area code): ______________________________________

         This Notice of Guaranteed Delivery must be signed by the holder(s) of
Old Bonds as their name(s) appear(s) on certificates for Old Bonds or on a DTC
security position listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.

                              Please print name(s) and address(es)

         Name(s):  ________________________________________________

                   ________________________________________________

                   ________________________________________________

         Capacity: ________________________________________________

         Address:  ________________________________________________

                   ________________________________________________

                   ________________________________________________

                   ________________________________________________

                                    GUARANTEE

         The undersigned, a member of a registered national securities exchange,
or a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, hereby guarantees that the certificates representing the principal
amount of Old Bonds tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Old Bonds into the Exchange
Agent's account at The Depository Trust Company pursuant to the procedures set
forth in the Prospectus under "The Exchange Offer -- Procedures for Tendering -
Registered Holders and DTC Participants," together with one or more properly
completed and duly executed Letters of Transmittal (or facsimile thereof or
Agent's Message in lieu thereof) and any other documents required by the Letter
of Transmittal in respect of the Old Bonds, will be received by the Exchange
Agent at the Address set forth above, no later than five New York Stock Exchange
trading days after the date of execution hereof.

<TABLE>
<S>                                         <C>

----------------------------------          -----------------------------------
Name of Firm                                        Authorized Signature

----------------------------------          -----------------------------------
Address                                                    Title

----------------------------------          Name:
Zip Code                                         ------------------------------
                                                      (Please Type or Print)

Area Code and Tel.  No.                     Dated:
                       -----------                -----------------------------
</TABLE>

NOTE: DO NOT SEND CERTIFICATES FOR OLD BONDS WITH THIS FORM. CERTIFICATES FOR
OLD BONDS SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

                                       3