<PAGE>
 
                                                                      EXHIBIT 99

                          FORMAN PETROLEUM CORPORATION
                             LETTER OF TRANSMITTAL
                                      FOR
                           TENDER OF ALL OUTSTANDING
                 13.5% SENIOR SECURED NOTES DUE 2004, SERIES A
                                IN EXCHANGE FOR
                 13.5% SENIOR SECURED NOTES DUE 2004, SERIES B
        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
          ON __________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE")
           OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN
              AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
                ON THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE
                         DELIVER TO THE EXCHANGE AGENT:
                       U. S. TRUST COMPANY OF TEXAS, N.A.

<TABLE>
<CAPTION>
      By Hand Delivery:                     By Overnight Courier:                    By Mail:
<S>                                   <C>                                 <C> 
U. S. Trust Company of Texas, N.A.    U. S. Trust Company of Texas, N.A.  U. S. Trust Company of Texas, N.A.
Attention:  Corporate Trust               770 Broadway - 13th Floor                 P. O. Box 841
111 Broadway - Lower Level               Corporate Trust Operations                 Cooper Station
New York, New York 10006-1906           New York, New York 10003-9598       New York, New York 10276-0841

                                               By Facsimile:
                                               (212) 420-6504
                                           Confirm by Telephone:
                                               (800) 225-2398
</TABLE> 

  DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.  THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

  The undersigned hereby acknowledges receipt and review of the Prospectus dated
___________________, 1997 (the "Prospectus") of Forman Petroleum Corporation, a
Louisiana corporation (the "Company"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together describe the Company's offer (the
"Exchange Offer") to exchange its 13.5% Senior Secured Notes due 2004, Series B
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which the Prospectus is a part, for a like principal amount of its issued and
outstanding 13.5% Senior Secured Notes due 2004, Series A (the "Old Notes").
Capitalized terms used but not defined herein have the respective meaning given
to them in the Prospectus.

  The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended.  The Company
shall notify the holders of the Old Notes of any extension by oral or written
notice and will mail to the record holders of Old Notes an announcement thereof,
each prior to 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date.

  This Letter of Transmittal is to be used by a holder of Old Notes if original
Old Notes, if available, are to be forwarded herewith or an Agent's Message is
to be used if delivery of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering"
and "Book-Entry Transfer."  Holders of Old Notes whose Old Notes are not
immediately available, or who are unable to deliver their Old Notes and all
other documents required by this Letter of Transmittal to the Exchange Agent on
or prior to the Expiration Date, or who are unable to complete the procedure for
book-entry transfer on a timely basis, must tender their Old Notes according to
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery
<PAGE>
 
Procedures." See Instruction 1. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.

  The term "holder" with respect to the Exchange Offer means any person in whose
name Old Notes are registered on the books of the Company or any other person
who has obtained a properly completed bond power from the registered holder.
The undersigned has completed, executed and delivered this Letter of Transmittal
to indicate the action the undersigned desires to take with respect to the
Exchange Offer.  Holders who wish to tender their Old Notes must complete this
Letter of Transmittal in its entirety.

  PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.

  THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

  List below the Old Notes to which this Letter of Transmittal relates.  If the
space below is inadequate, list the registered numbers and principal amounts on
a separate signed schedule and affix the list to this Letter of Transmittal.

<TABLE>
<CAPTION>
 
                                          DESCRIPTION OF OLD NOTES TENDERED

 
Name(s) and Address(es) of Registered                                    
    Holder(s) Exactly as Name(s)
      Appear(s) on Old Notes
    (Please Fill In, If Blank)                                             Old Note(s) Tendered 
                                                  ---------------------------------------------------------------------------------
<S>                                                 <C>                    <C>                                  <C> 
                                                    Registered              Aggregate Principal                  Principal
                                                    Number(s)*             Amount Represented by                   Amount
                                                                                 Note(s)                         Tendered**
-----------------------------------------------------------------------------------------------------------------------------------
 
-----------------------------------------------------------------------------------------------------------------------------------
 

-----------------------------------------------------------------------------------------------------------------------------------
 
 
-----------------------------------------------------------------------------------------------------------------------------------
 
 
-----------------------------------------------------------------------------------------------------------------------------------
 
 
-----------------------------------------------------------------------------------------------------------------------------------
  
  *  Need not be completed by book-entry holders.
**  Unless otherwise indicated, any tendering holder of Old Notes will be deemed to have tendered the entire aggregate principal
 amount represented by such Old Notes.  All tenders must be in integral multiples of $1,000.
</TABLE>

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

[ ]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
     BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (FOR USE BY
     ELIGIBLE INSTITUTIONS ONLY): 
 
Name of Tendering Institution: -------------------------------------------------

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

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

[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY
    ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered holder(s) of Old Notes: ----------------------------------

Date of Execution of Notice of Guaranteed Delivery: ----------------------------
<PAGE>
 
Window Ticket Number (if available): -------------------------------------------

Name of Eligible Institution that Guaranteed Delivery: -------------------------

Account Number (if delivered by book-entry transfer): --------------------------
                  
[ ] 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:ss

Name: --------------------------------------------------------------------------

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


                       SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

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

  The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and to acquire the Exchange Notes issuable upon the exchange of
such tendered Old Notes, 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
for exchange by the Company.

  The undersigned acknowledge(s) that this Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June
5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC No-
Action Letter (available June 5, 1991), that the Exchange Notes issued in
exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than (i) a
broker-dealer who purchased Old Notes exchanged for such Exchange Notes directly
from the Company to resell pursuant to Rule 144A or any other available
exemption under the Securities Act), without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holders' business and
such holders are not participating in, and have no arrangement with any person
to participate in, the distribution of such Exchange Notes.  The undersigned
specifically represent(s) to the Company that (i) any Exchange Notes acquired in
exchange for Old Notes tendered hereby are being acquired in the ordinary course
of business of the person receiving such Exchange Notes, whether or not the
undersigned, (ii) the undersigned is not participating in, and has no
arrangement with any person to participate in, the distribution of Exchange
Notes, and (iii) neither the undersigned nor any such other person is an
"affiliate" (as defined in Rule 405 under the Securities Act) of the Company or
a broker-dealer tendering Old Notes acquired directly from the Company for its
own account.

  If the undersigned or the person receiving the Exchange Notes is a broker-
dealer that is receiving Exchange Notes for its own account pursuant to the
Exchange Offer, the undersigned acknowledges that it or such other person will
deliver a prospectus in connection with any resale of such Exchange Notes.  The
undersigned acknowledges that if the undersigned is participating in the
Exchange Offer for the purpose of distributing the Exchange Notes (i) the
undersigned cannot rely on the position of the staff of the SEC in the Morgan
Stanley Letter and similar SEC no-action letters, and, in the absence of an
exemption therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes, in which case the registration statement must
contain the selling security holder information required by Item 507 or Item
508, as applicable, of Regulation S-K of the SEC, and (ii) a broker-dealer that
delivers such a prospectus to purchasers in connection with such resales will be
subject to certain of the civil liability provisions under the
<PAGE>
 
Securities Act and will be bound by the provisions of the Registration Rights
Agreement (including certain indemnification rights and obligations).

  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 exchange, assignment and transfer of the Old Notes
tendered hereby, including the transfer of such Old Notes on the account books
maintained by the Book-Entry Transfer Facility.

  For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Old Notes when, as and if the Company
gives oral or written notice thereof to the Exchange Agent.  Any tendered Old
Notes that are not accepted for exchange pursuant to the Exchange Offer for any
reason will be returned, without expense, to the undersigned at the address
shown below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.

  All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.

  The undersigned acknowledges that the Company's acceptance of properly
tendered Old Notes pursuant to the procedures described under the caption "The
Exchange Offer -- Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer.

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

<TABLE>
<CAPTION> 

<S>                                                                <C>
             SPECIAL ISSUANCE INSTRUCTIONS                                       SPECIAL DELIVERY INSTRUCTIONS
              (SEE INSTRUCTIONS 5 AND 6)                                          (SEE INSTRUCTIONS 5 AND 6)
 
     To be completed  ONLY (i) if Old Notes in a principal           To be completed  ONLY if Old Notes in a principal
   amount not tendered, or Exchange Notes issued in exchange       amount not tendered, or Exchange Notes issued in exchange
   for Old Notes accepted for exchange, are to be issued in the    for Old Notes accepted for exchange, are to be mailed or
   name of someone other than the undersigned, or (ii) if Old      delivered to someone other than the undersigned, or to the
   Notes tendered by book-entry transfer which are not             undersigned at an address other than that shown below the
   exchanged are to be returned by credit to an account            undersigned's signature.
   maintained at the Book-Entry Transfer Facility.  Issue
   Exchange Notes and/or Old Notes to:                             Mail or deliver Exchange Notes and/or Old Notes to:
 
Name: -------------------------------------------------------      Name: ----------------------------------------------------   
                    (Please Type or Print)                                           (Please Type or Print)                     
                                                                                                                                 
-------------------------------------------------------------      -----------------------------------------------------------   
                                                                                                                                 
Address: ----------------------------------------------------      Address: --------------------------------------------------   
                                                                                                                                 
                                                                                                                                 
-------------------------------------------------------------      -----------------------------------------------------------   
                    (include Zip Code)                                                   (include Zip Code)                        
                                                                                                                                 
                                                                                                                                 
-------------------------------------------------------------      -----------------------------------------------------------   
     (Tax Identification or Social Security Number)                         (Tax Identification or Social Security Number)    
 
             (Complete Substitute Form W-9)
</TABLE> 


[ ] Credit unexchanged Old Notes delivered by book-entry transfer to the
    Book-Entry Transfer Facility set forth below:
<PAGE>
 
Book-Entry Transfer Facility Account Number:

                                   IMPORTANT
                        PLEASE SIGN HERE WHETHER OR NOT
                OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
          (Complete Accompanying Substitute Form W-9 on Reverse Side)
 
X-----------------------------------------------------------------------------
 
X-----------------------------------------------------------------------------
                 (Signature(s) of Registered Holders or Old Notes)
 
             Dated                                             , 1997
                  ---------------------------------------------
      
 (The above lines must be signed by the registered holder(s) of Old Notes as
 name(s) appear(s) on the Old Notes or on a security position listing, or by
 person(s) authorized to become registered holder(s) by a properly completed
 bond power from the registered holder(s), a copy of which must be transmitted
 with this Letter of Transmittal. If Old Notes to which this Letter of
 Transmittal relate are held of record by two or more joint holders, then all
 such holders must sign this Letter of Transmittal. If signature is by a
 trustee, executor, administrator, guardian, attorney-in-fact, officer of a
 corporation or other person acting in a fiduciary or representative capacity,
 then such person must (i) set forth his or her full title below and (ii) unless
 waived by the Company, submit evidence satisfactory to the Company of such
 person's authority so to act. See Instruction 5 regarding the completion of
 this Letter of Transmittal, printed below.)
 
Name(s): -----------------------------------------------------------------------
                                (Please Type or Print)
 
Capacity: ----------------------------------------------------------------------
 
Address: -----------------------------------------------------------------------
 
 
--------------------------------------------------------------------------------
                                   (Include Zip Code)
 
Area Code and Telephone Number: ------------------------------------------------



                         MEDALLION SIGNATURE GUARANTEE
                        (If Required by Instruction 5)
 
Certain signatures must be Guaranteed by an Eligible Institution.
 
Signature(s) Guaranteed by an Eligible Institution:-----------------------------
                                                      (Authorized Signature)
 
 
--------------------------------------------------------------------------------
                                    (Title)
 
 
--------------------------------------------------------------------------------
                                (Name of Firm)
 
 
--------------------------------------------------------------------------------
                          (Address, Include Zip Code)
 
 
--------------------------------------------------------------------------------
                       (Area Code and Telephone Number)
 
Dated: -------------------------------------------------------------------, 1997
<PAGE>
 
                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

  1. Delivery of this Letter of Transmittal and Old Notes or Book-Entry
Confirmations.  All physically delivered Old Notes or any confirmation of a
book-entry transfer to the Exchange Agent's account at the Book-Entry Transfer
Facility of Old Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or Agent's Message or facsimile hereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the Expiration Date. The method of delivery of the tendered Old Notes,
this Letter of Transmittal and all other required documents to the Exchange
Agent is at the election and risk of the holder and, except as otherwise
provided below, the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent.  Instead of delivery by mail, it is recommended
that the holder use an overnight or hand delivery service.  In all cases,
sufficient time should be allowed to assure delivery to the Exchange Agent
before the Expiration Date.  No Letter of Transmittal or Old Notes should be
sent to the Company.

  2. Guaranteed Delivery Procedures.  Holders who wish to tender their Old Notes
and whose Old Notes are not immediately available or who cannot deliver their
Old Notes, this Letter of Transmittal or any other documents required hereby to
the Exchange Agent prior to the Expiration Date or who cannot complete the
procedure for book-entry transfer on a time basis and deliver an Agent's
Message, must tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedures:  (1) such
tender must be made by or through a firm which is a member of a registered
national securities exchange or of the National Association of Securities
Dealers Inc., a commercial bank or a trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received from
the Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting
forth the name and address of the holder of the Old Notes, the registration
number(s) of such Old Notes and the total principal amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within five business days after the Expiration Date, this Letter of Transmittal
(or facsimile hereof) together with the Old Notes in proper form for transfer
(or a Book-Entry Confirmation) and any other documents required hereby, must be
deposited by the Eligible Institution with the Exchange Agent within five
business days after the Expiration Date; and (iii) the certificates for all
physically tendered shares of Old Notes, in proper form for transfer (or Book-
Entry Confirmation, as the case may be) and all other documents required hereby
are received by the Exchange Agent within five business days after the
Expiration Date.

  Any holder of Old Notes who wishes to tender Old Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York
City time, on the Expiration Date.  Upon request of the Exchange Agent, a Notice
of Guaranteed Delivery will be sent to holders who wish to tender their Old
Notes according to the guaranteed delivery procedures set forth above.

  See "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus.

  3. Tender by Holder.  Only a holder of Old Notes may tender such Old Notes in
the Exchange Offer.  Any beneficial holder of Old Notes who is not the
registered holder and who wishes to tender should arrange with the registered
holder to execute and deliver this Letter of Transmittal on his behalf or must,
prior to completing and executing this Letter of Transmittal and delivering his
Old Notes, either make appropriate arrangements to register ownership of the Old
Notes in such holder's name or obtain a properly completed bond power from the
registered holder.

  4. Partial Tenders.  Tenders of Old Notes will be accepted only in integral
multiples of $1,000.  If less than the entire principal amount of any Old Notes
is tendered, the tendering holder should fill in the principal amount tendered
in the third column of the box entitled "Description of Old Notes Tendered"
above.  The entire principal amount of Old Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated.  If the entire
principal amount of all Old Notes is not tendered, then Old Notes for the
principal amount of Old Notes not tendered and Exchange Notes issued in exchange
for any Old Notes accepted will be sent to the holder at his or her registered
address, unless a different address is provided in the appropriate box on this
Letter of Transmittal, promptly after the Old Notes are accepted for exchange.

  5. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Medallion Guarantee of Signatures.  If this Letter of Transmittal (or facsimile
hereof) is signed by the record holder(s) of the Old Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the Old
Notes without alteration, enlargement or any change whatsoever. If this Letter
of Transmittal (or facsimile hereof) is signed by a participant in the Book-
Entry Transfer Facility, the signature must correspond with the name as it
appears on the security position listing as the holder of the Old Notes.
<PAGE>
 
  If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Old Notes listed and tendered hereby and the
Exchange Notes issued in exchange therefor are to be issued (or any untendered
principal amount of Old Notes is to be reissued) to the registered holder, the
said holder need not and should not endorse any tendered Old Notes, nor provide
a separate bond power.  In any other case, such holder must either properly
endorse the Old Notes tendered or transmit a properly completed separate bond
power with this Letter of Transmittal, with the signatures on the endorsement or
bond power guaranteed by an Eligible Institution.

  If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Old Notes listed, such Old
Notes must be endorsed or accompanied by appropriate bond powers, in each case
signed as the name of the registered holder or holders appears on the Old Notes.

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

  Endorsements on Old Notes or signatures on bond powers required by this
Instruction 5 must be guaranteed by an Eligible Institution.

  No signature guarantee is required if (i) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Old Notes
tendered herein (or by a participant in the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of the tendered Old
Notes) and the Exchange Notes are to be issued directly to such registered
holder(s) (or, if signed by a participant in the Book-Entry Transfer Facility,
deposited to such participant's account at such Book-Entry Transfer Facility)
and neither the box entitled "Special Delivery Instructions" nor the box
entitled "Special Registration Instructions" has been completed, or (ii) such
Old Notes are tendered for the account of an Eligible Institution.  In all other
cases, all signatures on this Letter of Transmittal (or facsimile hereof) must
be guaranteed by an Eligible Institution.

  6. Special Registration and Delivery Instructions.  Tendering holders should
indicate, in the applicable box or boxes, the name and address (or account at
the Book-Entry Transfer Facility) to which Exchange Notes or substitute Old
Notes for principal amounts not tendered or not accepted for exchange are to be
issued or sent, if different from the name and address of the person signing
this Letter of Transmittal.  In the case of issuance in a different name, the
taxpayer identification or social security number of the person named must also
be indicated.

  7. Transfer Taxes.  The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer.  If,
however, Exchange notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Old Notes
tendered hereby, or if tendered Old Notes are registered in the name of any
person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder.  If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

  EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES LISTED IN THIS LETTER OF
TRANSMITTAL.

  8. Tax Identification Number.  Federal income tax law requires that a holder
of any Old Notes which are accepted for exchange must provide the Company (as
payor) with its correct taxpayer identification number ("TIN"), which, in the
case of a holder who is an individual is his or her social security number.  If
the Company is not provided with the correct TIN, the holder may be subject to a
$50 penalty imposed by Internal Revenue Service.  (If withholding results in an
over-payment of taxes, a refund may be obtained).  Certain holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements.  See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.

  To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Old Notes are registered in more than one name or are not in the name of
the actual owner, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9" for information on which TIN to
report.
<PAGE>
 
  The Company reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Company's obligations regarding backup
withholding.

  9. Validity of Tenders.  All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding.  The Company reserves the absolute right to reject
any and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of the Company or its counsel, be
unlawful.  The Company also reserves the absolute right to waive any conditions
of the Exchange Offer or defects or irregularities in tenders as to particular
Old Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (includes this Letter of Transmittal and the instructions hereto)
shall be final and binding on all parties.  Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Company shall determine.  Neither the Company, the Exchange Agent
nor any person shall be under any duty to give notification of defects or
irregularities with regard to tenders of Old Notes nor shall any of them incur
any liability for failure to give such notification.

  10.  Waiver of Conditions.  The Company reserves the absolute right to waive,
in whole or part, any of the conditions to the Exchange Offer set forth in the
Prospectus.

  11.  No Conditional Tender.  No alternative, conditional, irregular or
contingent tender of Old Notes on transmittal of this Letter of Transmittal will
be accepted.

  12.  Mutilated, Lost, Stolen or Destroyed Old Notes.  Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.

  13.  Requests for Assistance or Additional Copies.  Requests for assistance or
for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this Letter of Transmittal.  Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.

  14.  Withdrawal.  Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."

IMPORTANT:  THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE OLD NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL
HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.
<PAGE>
 
<TABLE>
<CAPTION>

<S>                          <C>                                                                 <C>

        SUBSTITUTE           PART 1 --  PLEASE PROVIDE YOUR                                     Social Security Number
                             TIN IN THE BOX AT RIGHT AND                                   OR   Employer Identification Number 
         FORM W-9            CERTIFY BY SIGNING AND DATING BELOW                                ______________________________
 

DEPARTMENT OF THE TREASURY   PART 2 --  Certification -- Under penalties of perjury, I            PART 3 --
 INTERNAL REVENUE SERVICE    certify that:
                           
                             (1)  The number shown on this form is my correct Taxpayer            Awaiting TIN  [_]
   PAYER'S REQUEST FOR            Identification Number (or I am waiting for a number to be
       TAXPAYER                   issued to me) and
IDENTIFICATION NUMBER (TIN) 
                             (2)  I am not subject to backup withholding either because I         Please complete the Certificate of
                                  have not been notified by the Internal Revenue Service          Awaiting Taxpayer Identification
                                  ("IRS") that I am subject to backup withholding as a result     Number below.
                                  of failure to report all interest or dividends, or the IRS
                                  has notified me that I am no longer subject to backup
                                  withholding.
 
                             Certificate Instructions -- You must cross out item (2) in Part 2 above if you have been notified by
                             the IRS that you are subject to backup withholding because of underreporting interest or dividends on
                             your tax return. However, if after being notified by the IRS that you were subject to backup
                             withholding you received another notification from the IRS stating that you are no longer subject to
                             backup withholding, do not cross out item (2).
 
                             SIGNATURE                                                         DATE                         , 1997
                                       -------------------------------------------------------       ----------------------- 
</TABLE> 



NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
      ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
      SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
 
 
           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                  THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9


            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
  I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number to the payor within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
 
----------------------------------           -----------------------------, 1997
           Signature                                     Date
<PAGE>
 
                    CERTIFICATE FOR FOREIGN RECORD HOLDERS
 
  Under penalties of perjury, I certify that I am not a United States citizen or
resident (or I am signing for a foreign corporation, partnership, estate or
trust).
 
----------------------------------          ------------------------------, 1997
           Signature                                     Date
<PAGE>
 
                          FORMAN PETROLEUM CORPORATION

                               LETTER TO CLIENTS
                                      FOR
                           TENDER OF ALL OUTSTANDING
                 13.5% SENIOR SECURED NOTES DUE 2004, SERIES A
                                IN EXCHANGE FOR
                 13.5% SENIOR SECURED NOTES DUE 2004, SERIES B

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
     ON _________________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
             NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN
           AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
                   BUSINESS DAY PRIOR TO THE EXPIRATION DATE.



To Our Clients:

     We are enclosing herewith a Prospectus, dated ____________________, 1997,
of Forman Petroleum Corporation, a Louisiana corporation (the "Company"), and a
related Letter of Transmittal, which together constitute the "Exchange Offer"
relating to the offer by the Company, to exchange its 13.5% Senior Secured Notes
due 2004, Series B (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act") for a like principal
amount of its issued and outstanding 13.5% Senior Secured Notes due 2004, Series
A (the "Old Notes"), upon the terms and subject to the conditions set forth in
the Exchange Offer.

     The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.

     We are the holder of record of Old Notes held by us for your own account.
A tender of such Old Notes can be made only by us as the record holder and
pursuant to your instructions.  The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Old Notes held by
us for your account.

     We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer.  We also request that you confirm that we may on your behalf
make the representations and warranties contained in the Letter of Transmittal.


                              Very truly yours,
<PAGE>
 
     PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE
TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION
DATE.


                  INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK
                           ENTRY TRANSFER PARTICIPANT


To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

     The undersigned hereby acknowledges receipt of the Prospectus dated
____________________, 1997 (the "Prospectus") of Forman Petroleum Corporation, a
Louisiana corporation (the "Company"), and the accompanying Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the
Company's offer (the "Exchange Offer") to exchange its 13.5% Senior Secured
Notes due 2004, Series B (the "Exchange Notes"), for all of its outstanding
13.5% Senior Secured Notes due 2004, Series A (the "Old Notes").  Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Prospectus.

     This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.

     The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (FILL IN AMOUNT):

     $____________________ of the 13.5% Senior Secured Notes due 2004, Series A.

     With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):

          [ ] To TENDER the following Old Notes held by your for the account of
     the undersigned (INSERT PRINCIPAL AMOUNT OF OLD NOTES TO BE TENDERED) (IF
     ANY):  $_______________________.

          [ ] NOT to TENDER any Old Notes held by you for the account of the
     undersigned.

     If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
Exchange Notes acquired in exchange for Old Notes pursuant to the Exchange Offer
are being acquired in the ordinary course of business of the person receiving
such Exchange Notes, whether or not undersigned, (ii) the undersigned is not
participating in, and has no arrangement with any person to participate in, the
distribution within the meaning of the Securities Act of 1933, as amended (the
"Securities Act") and (iii) neither the undersigned nor any such other person is
an "affiliate" (within the meaning of Rule 405 under the Securities Act) of the
Company or a broker-dealer tendering Old Notes acquired directly from the
Company.  If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Old Notes, it acknowledges that it will
deliver a prospectus in connection with any resale of such Exchange Notes.

                                   SIGN HERE

Name of beneficial owner(s):______________________________________________

Signature(s):_____________________________________________________________

Name(s) (please print):___________________________________________________

Address:__________________________________________________________________

Telephone Number:_________________________________________________________

Taxpayer Identification or Social Security Number:________________________

Date:_____________________________________________________________________
<PAGE>
 
                          FORMAN PETROLEUM CORPORATION

                        LETTER TO REGISTERED HOLDERS AND
                     DEPOSITORY TRUST COMPANY PARTICIPANTS
                                      FOR
    TENDER OF ALL OUTSTANDING 13.5% SENIOR SECURED NOTES DUE 2004, SERIES A
                                IN EXCHANGE FOR
                 13.5% SENIOR SECURED NOTES DUE 2004, SERIES B

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
      ON ______________, 1997.  UNLESS EXTENDED (THE "EXPIRATION DATE").

           OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN
           AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
                   BUSINESS DAY PRIOR TO THE EXPIRATION DATE.

To Registered Holders and Depository
  Trust Company Participants:

     We are enclosing herewith the material listed below relating to the offer
by Forman Petroleum Corporation, a Louisiana corporation (the "Company"), to
exchange its 13.5% Senior Secured Notes due 2004, Series B (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of its issued and
outstanding 13.5% Senior Secured Notes due 2004, Series A (the "Old Notes") upon
the terms and subject to the conditions set forth in the Company's Prospectus,
dated ________________, 1997, and the related Letter of Transmittal (which
together constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

          1.  Prospectus dated ________________________, 1997;

          2.  Letter of Transmittal (together with accompanying Substitute Form
     W-9 Guidelines);

          3.  Notice of Guaranteed Delivery;

          4.  Letter which may be sent to your clients for whose account you
     hold Old Notes in your name or in the name of your nominee; and

          5.  Letter which may be sent from your clients to you with such
     client's instruction with regard to the Exchange Offer.

     We urge you to contact your clients promptly.  Please note that the
Exchange Offer will expire on the Expiration Date unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.

     Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the Exchange Notes acquired in exchange for
Old Notes pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
the holder, (ii) the holder is not participating in, and has no arrangement with
any person to participate in, the distribution of Exchange Notes within the
meaning of the Securities Act, and (iii) neither the holder nor any such other
person is an "affiliate" (within the meaning of Rule 405 under the Securities
Act) of the Company or a broker-dealer tendering Old Notes acquired directly
from the Company.  If the holder is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Old Notes, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes.

     The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer to
any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer.  The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Old Notes to it, except as otherwise provided in Instruction 7 of the
enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the
undersigned.

                              Very truly yours,


                              FORMAN PETROLEUM CORPORATION
<PAGE>
 
                         NOTICE OF GUARANTEED DELIVERY
                                      FOR
                           TENDER OF ALL OUTSTANDING
                 13.5% SENIOR SECURED NOTES DUE 2004, SERIES A
                                IN EXCHANGE FOR
                 13.5% SENIOR SECURED NOTES DUE 2004, SERIES B

     This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer of Forman Petroleum Corporation, a Louisiana
corporation (the "Company"), and to tender 13.5% Senior Secured Notes due 2004,
Series A (the "Old Notes") to the Exchange Agent pursuant to the guaranteed
delivery procedures described in "The Exchange Offer--Guaranteed Delivery
Procedures" of the Company's Prospectus, dated ___________________, 1997 (the
"Prospectus") and in Instruction 2 to the related Letter of Transmittal.  Any
holder who wishes to tender Old Notes pursuant to such guaranteed delivery
procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date (as defined below) of the
Exchange Offer.  Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.

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

                 The Exchange Agent for the Exchange Offer is:

                       U. S. TRUST COMPANY OF TEXAS, N.A.

<TABLE>
<S>                                          <C>                               <C> 
     By Hand Delivery:                     By Overnight Courier:                      By Mail:
 
U. S. Trust Company of Texas, N.A.    U. S. Trust Company of Texas, N.A.        U. S. Trust Company of Texas, N.A.
Attention:  Corporate Trust               770 Broadway - 13th Floor                 Attention:  Corporate Trust
111 Broadway - Lower Level               Corporate Trust Operations                        P.O. Box 841
New York, New York 10006-1906           New York, New York 10003-9598                     Cooper Station
                                                                                  New York, New York 10276-0841
</TABLE>

                                 By Facsimile:
                                 (212) 420-6504

                             Confirm by Telephone:
                                 (800) 225-2398



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

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE IN THE BOX PROVIDED ON
THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
<PAGE>
 
Ladies and Gentlemen:

     The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.

     The undersigned hereby tenders the Old Notes listed below:

<TABLE>
<CAPTION>

CERTIFICATE NUMBER(S) (IF KNOWN) OF OLD NOTES         AGGREGATE PRINCIPAL        AGGREGATE PRINCIPAL
 OR ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY         AMOUNT REPRESENTED           AMOUNT TENDERED
---------------------------------------------         -------------------        -------------------
<S>                                                   <C>                        <C>
 
 
 
</TABLE>

                            PLEASE SIGN AND COMPLETE

Names of Record Holders:______________________  Signatures:____________________

Address:______________________________________  _______________________________

______________________________________________  Dated:____________________, 1997

Area Code and Telephone Numbers:______________

______________________________________________

     This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear on certificates for Old Notes or on a security position
listing as the owner of Old Notes, or by person(s) authorized to become
holder(s) by endorsements 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 provide the following information.

                      PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Capacity:

_______________________________________________________________________________

Address(es):

_______________________________________________________________________________

_______________________________________________________________________________
<PAGE>
 
                                   GUARANTEE

                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17 Ad-15 under the Securities Exchange Act of 1934,
guarantees deposit with the Exchange Agent of the Letter of Transmittal (or
facsimile thereof), together with the Old Notes tendered hereby in proper form
for transfer (or confirmation of the book-entry transfer of such Old Notes into
the Exchange Agent's account at the Book-Entry Transfer Facility described in
the Prospectus under the caption "The Exchange Offer--Book-Entry Transfer" and
in the Letter of Transmittal) and any other required documents, all by 5:00
p.m., New York City time, within three business days following the Expiration
Date.

Name of Firm:___________________________   __________________________________
                                               (AUTHORIZED SIGNATURE)
Address:________________________________
                      (INCLUDE ZIP CODE)   Name:_____________________________

Area Code and Tel. Number:______________   Title:____________________________
                                                   (PLEASE TYPE OR PRINT)
________________________________________
                                           Date:________________________, 1997

     DO NOT SEND OLD NOTES WITH THIS FORM.  ACTUAL SURRENDER OF OLD NOTES MUST
BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
<PAGE>
 
                 INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

     1.  Delivery of this Notice of Guaranteed Delivery.  A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date.
The method of delivery of this Notice of Guaranteed Delivery and any other
required documents to the Exchange Agent is at the election and sole risk of the
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, is recommended.  As an alternative to delivery by
mail, the holders may wish to consider using an overnight or hand delivery
service.  In all cases, sufficient time should be allowed to assure timely
delivery.  For a description of the guaranteed delivery procedures, see
Instruction 2 of the Letter of Transmittal.

     2.  Signatures on this Notice of Guaranteed Delivery.  If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Old Notes without alteration, enlargement, or any change
whatsoever.  If this Notice of Guaranteed Delivery is signed by a participant of
the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of the Old Notes, the signature must correspond with the
name shown on the security position listing as the owner of the Old Notes.

     If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Old Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s) appears
on the Old Notes or signed as the name of the participant shown on the Book-
Entry Transfer Facility's security position listing.

     If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.

     3.  Requests for Assistance or Additional Copies.  Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.