EXHIBIT 10.24.4


                      BOOK-ENTRY-ONLY CORPORATE DEBT ISSUES

                            Letter of Representations
                      (To be Completed by Issuer and Agent)
                            Electric Lightwave, Inc.
                                (Name of Issuer)
                                 Citibank, N.A.
                                 (Name of Agent)
                                                                  April 28, 1999
                                                                       (Date)
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099

    RE: 6.05% Notes Due May 15, 2004 issued by Electric Lightwave, Inc. and
                    guaranteed by Citizens Utilities Company
     ---------------------------------------------------------------------------
(Issue Description)

Ladies and Gentlemen:

         This  letter  sets  forth our  understanding  with  respect  to certain
matters relating to the  above-referenced  issue (the "Securities").  Agent will
act as  trustee,  paying  agent,  fiscal  agent,  or other  agent of Issuer with
respect to the  Securities.  The Securities  will be issued  pursuant to a trust
indenture,  resolution  or other such document  authorizing  the issuance of the
Securities dated April 15, 1999 (the "Document").  Bear,  Stearns & Co., Inc. is
distributing the Securities through The Depository Trust Company ("DTC").

         To induce DTC to accept the  Securities as eligible for deposit at DTC,
and to act in accordance with its rules with respect to the  Securities,  Issuer
and Agent make the following representations to DTC:

         1. Prior to closing on the Securities on April 28, 1999, there shall be
deposited  with DTC one  Security  certificate  registered  in the name of DTC's
nominee,  Cede & Co.,  for each stated  maturity of the  Securities  in the face
amounts set forth on Schedule A hereto,  the total of which  represents  100% of
the principal amount of such Securities.  If, however,  the aggregate  principal
amount of any maturity exceeds $200 million, one certificate will be issued with
respect to each $200 million of principal  amount and an additional  certificate
will be issued with respect to any  remaining  principal  amount.  Each Security
certificate  shall  bear  the  following  legend:  Unless  this  certificate  is
presented by an authorized representative of The Depository Trust Company, a New
York corporation  ("DTC"),  to Issuer or its agent for registration of transfer,
exchange,  or payment,  and any certificate  issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any  payment  is made to Cede & Co.  or to such  other  entity as is
requested by an authorized  representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

         2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate  to its  Participants  or to any person  having an  interest  in the
Securities any  information  contained in the Security  certificate(s);  and (b)
acknowledges  that neither DTC's  Participants nor any person having an interest
in the  Securities  shall be deemed  to have  notice  of the  provisions  of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

         3. In the  event of any  solicitation  of  consents  from or  voting by
holders of the  securities,  Issuer or Agent  shall  establish a record date for
such  purposes  (with  no  provision  for  revocation  of  consents  or votes by
subsequent  holders)  and shall send  notice of such record date to DTC not less
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's  Reorganization  Department at
(212) 709-6896 or (212) 709-6897, and receipt of such notices shall be confirmed
by telephoning (212) 709-6870. Notices to DTC pursuant to this Paragraph by mail
or by any  other  means  shall be sent to  DTC's  Reorganization  Department  as
indicated in Paragraph 5.

         4. In the event of a full or partial redemption,  Issuer or Agent shall
send a notice to DTC specifying:  (a) the amount of the redemption or refunding;
(b) in the case of a  refunding,  the  maturity  date(s)  established  under the
refunding;  and (c) the date such notice is to be mailed to Security  holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the  Publication  Date.  Issuer or Agent shall forward such
notice either in a separate  secure  transmission  for each CUSIP number or in a
secure  transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify  subsequently  the use of such
means and the timeliness of such notice.) The Publication Date shall be not less
than 30 days nor more than 60 days prior to the redemption  date or, in the case
of an advance  refunding,  the date that the proceeds  are  deposited in escrow.
Notices to DTC  pursuant to this  Paragraph  by telecopy  shall be sent to DTC's
Call Notification  Department at (516) 227-4039 or (516) 227-4190.  If the party
sending the notice does not receive a telecopy  receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC  pursuant to this  Paragraph  by mail or by any other means shall be sent
to:  Manager:  Call  Notification  Department The  Depository  Trust Company 711
Stewart Avenue Garden City, NY 11530-4719

         5. In the event of an  invitation to tender the  Securities  (including
mandatory tenders,  exchanges and capital changes), notice by Issuer or Agent to
Security holders  specifying the terms of the tender and the Publication Date of
such  notice  shall be sent to DTC by a secure  means in the manner set forth in
the preceding  Paragraph.  Notices to DTC pursuant to this Paragraph and notices
of other  corporate  actions by telecopy  shall be sent to DTC's  Reorganization
Department  at (212)  709-1093 or (212)  709-1094,  and receipt of such  notices
shall be confirmed by telephoning (212) 709-6884. Notices to DTC pursuant to the
above by mail or by any other  means shall be sent to:  Manager:  Reorganization
Department  Reorganization Window The Depository Trust Company 7 Hanover Square;
22nd Floor New York, NY 10004-2695

         6. All notices and payment  advices sent to DTC shall contain the CUSIP
number of the securities.

         7. In the event of a change in the  interest  rate,  Agent  shall  send
notice of such change to Standard & Poor's Corporation. Such notice, which shall
also include Agent  contact's name and telephone  number,  shall also be sent to
DTC's Dividend Department either by telecopy to (212) 709-1723, or if by mail or
by any other means to: Manager: Announcements Dividend Department The Depository
Trust Company 7 Hanover Square; 22nd Floor New York, NY 10004-2695

         8. Issuer or Agent shall provide a written  notice of interest  payment
information to a standard interest  announcement service subscribed to by DTC as
soon as the information is available. In the unlikely event that no such service
exists,   Issuer  or  Agent  shall   provide   such   notice   directly  to  DTC
electronically,  as  previously  arranged by Issuer or Agent and DTC, as soon as
the information is available.  If electronic transmission has not been arranged,
absent any other arrangements  between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's  Dividend  Department  at (212)  709-1723 or
(212)  709-1686,  and receipt of such notices shall be confirmed by  telephoning
(212)  709-1270.  Notices to DTC  pursuant  to the above by mail or by any other
means  shall  be  sent  to:  Manager:   Announcements  Dividend  Department  The
Depository Trust Company 7 Hanover Square; 22nd Floor New York, NY 10004-2695

         9. Issuer or Agent shall provide CUSIP numbers for each issue for which
payment is being sent,  as well as the dollar and cent amount of the payment for
each issue to DTC, no later than noon (Eastern Time) on the payment date.

         10. Interest payments and principal  payments that are part of periodic
principal-and-interest  payments  shall be received by Cede & Co., as nominee of
DTC,  or its  registered  assigns,  in  same-day  funds no later  than 2:30 p.m.
(Eastern  Time) on each  payment  date.  Absent any other  arrangements  between
Issuer  or Agent  and DTC,  such  funds  shall be wired as  follows:  The  Chase
Manhattan Bank ABA # 021 000 021 For credit to a/c Cede & Co. c/o The Depository
Trust Company Dividend Deposit Account # 066-026776

         11.  Maturity and  redemption  payments  allocated with respect to each
CUSIP  number  shall  be  received  by Cede & Co.,  as  nominee  of DTC,  or its
registered  assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired as follows: The Chase Manhattan Bank ABA # 021 000 021
For credit to a/c Cede & Co. c/o The Depository Trust Company Redemption Deposit
Account # 066-027306

         12. Principal  payments (plus accrued interest,  if any) as a result of
optional  tenders  for  purchase  effected  by means of DTC's  Repayment  Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns,  in same-day funds no later than 2:30 p.m.  (Eastern Time) on the first
payment date.  Absent any other  arrangements  between  Issuer or Agent and DTC,
such funds shall be wired as follows: The Chase Manhattan Bank ABA # 021 000 021
For credit to a/c Cede & Co. c/o The  Depository  Trust  Company  Reorganization
Deposit Account # 066-027608

         13. DTC may direct  Issuer or Agent to use any other  number or address
as the number or address to which  notices or payments of interest or  principal
may be sent.

         14. In the event of a  redemption,  acceleration,  or any other similar
transaction  (e.g.,  tender made and accepted in response to Issuer's or Agent's
Invitation)  necessitating  a reduction  in the  aggregate  principal  amount of
Securities  outstanding  or an  advance  refunding  of  part  of the  Securities
outstanding,  DTC, in its  discretion:  (a) may request Issuer or Agent to issue
and  authenticate  a new Security  certificate;  or (b) may make an  appropriate
notation  on the  Security  certificate  indicating  the date and amount of such
reduction in principal  except in the case of final maturity,  in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

         15. In the event  that  Issuer  determines  that  beneficial  owners of
Securities  shall be able to  obtain  certificated  Securities,  Issuer or Agent
shall notify DTC of the availability of certificates.  In such an event,  Issuer
or Agent  shall  issue,  transfer,  and  exchange  certificates  in  appropriate
amounts, as required by DTC and others.

         16. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which  time DTC will  confirm  with  Issuer or Agent the  aggregate
principal amount of Securities outstanding).  Under such circumstances, at DTC's
request Issuer and Agent shall  cooperate  fully with DTC by taking  appropriate
action to make available on or more separate certificates  evidencing Securities
to any DTC Participant having Securities credited to its DTC accounts.

         17. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

         18.  This  Letter of  Representations  may be executed in any number of
counterparts,  each of which when so executed shall be deemed to be an original,
but all  such  counterparts  together  shall  constitute  buy  one and the  same
instrument.

         19.  This  Letter  of  Representations  is  governed  by,  and shall be
construed in accordance  with,  the laws of the State of New York without giving
effect to  principles of conflicts of law. 20. The  following  riders,  attached
hereto,   are  hereby   incorporated   into  this  Letter  of   Representations:
Representations  for Rule 144A  Securities,  Securities Held with a Custodian on
behalf of DTC,  Securities with a Tender  Provision,  Securities with a Pro Rata
Reduction of Principal Provision, Amendments to DTC Letter of Representations

-------------------------- -----------------------------------------------------
Notes:                                        Very truly yours,
--------------------------------------------- ----------------------------------
--------------------------------------------- ----------------------------------
A. If there is an Agent (as defined in this
Letter of Representations), Agent, as well
as Issuer, must sign this Letter.  If there   ELECTRIC LIGHTWAVE, Inc.
is no Agent, in signing this Letter Issuer                          (Issuer)
itself undertakes to perform all of the       By:  /s/ Robert J. DeSantis
obligations set forth herein.                 ----------------------------------
                                                (Authorized Officer's Signature)
                                                         ROBERT J. DESANTIS
                                                      V.P., C.F.O. AND TREASURER
--------------------------------------------- ----------------------------------
--------------------------------------------- ----------------------------------
B. Schedule B contains statements that DTC
believes accurately describe DTC, the                            CITIBANK, N.A.
method of effecting book-entry transfers of                         (Agent)
securities distributed through DTC, and       BY: /S/  Florence S. MILLS
certain related matters.                      ----------------------------------
                                                (Authorized Officer's Signature)
--------------------------------------------- ----------------------------------
--------------------------------------------- ----------------------------------
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ Richard B. JESSON
-----------------------------------------
cc:      Underwriter
         Underwriter's Counsel
--------------------------------------------- ----------------------------------



<PAGE>


                                   SCHEDULE A

             Electric Lightwave, Inc. 6.05% Notes due May 15, 2004,
                    guaranteed by Citizens Utilities Company
                                (Describe Issue)
<TABLE>
<CAPTION>
<S>      <C>                      <C>                         <C>                            <C>
---------------------------- -------------------------- -------------------------- --------------------------
       CUSIP Number              Principal Amount             Maturity Date              Interest Rate
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------

         284895AA7                $325,000,000.00             May 15, 2004                   6.05%
---------------------------- -------------------------- -------------------------- --------------------------

</TABLE>


<PAGE>


                                   SCHEDULE B

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC - bracketed material may be applicable only to certain issues)

         1. The  Depository  Trust Company  ("DTC"),  New York,  NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as  fully-registered  securities  registered in the name of Cede & Co.
(DTC's partnership nominee).  One fully-registered  Security certificate will be
issued for [each issue of] the  Securities,  [each] in the  aggregate  principal
amount of such issue will be deposited  with DTC.  [If,  however,  the aggregate
principal  amount of [any] issue exceeds $200 million,  one certificate  will be
issued with respect to each $200 million of principal  amount and an  additional
certificate  will be issued with respect to any  remaining  principal  amount of
such issue.]

         2. DTC is a limited-purpose  trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of the New  York  Uniform  Commercial  Code,  and a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement  among  Participants of securities
transactions,  such as transfers and pledges,  in deposited  securities  through
electronic computerized  book-entry changes in Participants'  accounts,  thereby
eliminating the need for physical  movement of securities  certificates.  Direct
Participants  include  securities  brokers and dealers,  banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its  Direct  Participants  and by the New  York  Stock  Exchange,  Inc.,  the
American  Stock  Exchange,  Inc.,  and the National  Association  of  Securities
Dealers,  Inc.  Access to the DTC  system is also  available  to others  such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,  either directly or
indirectly  ("Indirect  Participants").  The  Rules  applicable  to DTC  and its
Participants are on file with the Securities and Exchange Commission.

         3.  Purchases  of  Securities  under the DTC system  must be made by or
through Direct  Participants,  which will receive a credit for the Securities on
DTC's records.  The ownership interest of each actual purchaser of each Security
("Beneficial  Owner")  is in turn to be  recorded  on the  Direct  and  Indirect
Participants'  records.  Beneficial Owners will not receive written confirmation
from DTC of their  purchase,  but  Beneficial  Owners  are  expected  to receive
written confirmations providing details of the transaction,  as well as periodic
statements of their holdings,  from the Direct or Indirect  Participant  through
which the Beneficial Owner entered into the transaction.  Transfers of ownership
interests in the Securities are to be  accomplished by entries made on the books
of Participants  acting on behalf of Beneficial  Owners.  Beneficial Owners will
not receive  certificates  representing  their ownership interest in Securities,
except in the event  that use of the  book-entry  system for the  Securities  is
discontinued.

         4. To facilitate  subsequent  transfers,  all  Securities  deposited by
Participants with DTC are registered in the name of DTC's  partnership  nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership.  DTC has no knowledge of
the actual Beneficial  Owners of the Securities;  DTC's records reflect only the
identity  of the Direct  Participants  to whose  accounts  such  Securities  are
credited,  which may or may not be the Beneficial  Owners. The participants will
remain  responsible  for  keeping  account of their  holdings on behalf of their
customers.

         5.  Conveyance  of notices  and other  communications  by DTC to Direct
Participants,  by Direct  Participants to Indirect  Participants,  and by Direct
Participants and Indirect  Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory  requirements as
may be in effect from time to time.

         6.  [Redemption  notices  shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the  interest of each Direct  Participant  in such issue to be
redeemed.]

         7.  Neither  DTC nor Cede & Co.  will  consent or vote with  respect to
Securities.  Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as
soon as possible  after the record date.  The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct  Participants  to whose accounts the
Securities are credited on the record date  (identified in a listing attached to
the Omnibus Proxy).

         8. Principal and interest  payments on the  Securities  will be made to
Cede & Co., as nominees of DTC. DTC's practice is to credit Direct Participants'
accounts,  upon DTC's receipt of funds and corresponding detail information from
Issuer or Agent,  on payable date in accordance with their  respective  holdings
shown on DTC's records.  Payments by Participants  to Beneficial  Owners will be
governed by standing  instructions and customary practices,  as in the case with
securities  held for the accounts of customers in bearer form or  registered  in
"street name," and will be the  responsibility  of such  Participant  and not of
DTC,  Agent, or Issuer,  subject to any statutory or regulatory  requirements as
may be in effect from time to time.  Payment of principal and interest to Cede &
Co. is the  responsibility of Issuer or Agent,  disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the  Beneficial  Owners  shall be the  responsibility  of Direct and
Indirect Participants.

         9. [A  Beneficial  Owner  shall  give  notice  to  elect  to  have  its
Securities    purchased   or    tendered,    through   its    Participant,    to
[Tender/Remarketing]  Agent,  and shall effect  delivery of such  Securities  by
causing the Direct  Participant  to transfer the  Participant's  interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for
physical  delivery of  Securities  in  connection  with an optional  tender or a
mandatory  purchase will be deemed  satisfied  when the ownership  rights in the
Securities are transferred by Direct  Participants on DTC's records and followed
by a  book-entry  credit of  tendered  Securities  to  [Tender/DTC  Remarketing]
Agent's account.]

         10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent.  Under such  circumstances,  in the event that a successor  securities
depository is not obtained, Security certificates are required to be printed and
delivered.

         11.  Issuer  may  decide  to  discontinue  the  use  of the  system  of
book-entry transfers through DTC (or a successor securities depository). In that
event, Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer  believes to be reliable,  but
Issuer takes no responsibility for the accuracy thereof.


<PAGE>


                   REPRESENTATIONS FOR RULE 144A SECURITIES -
                 to be included in DTC Letter of Representation

         1. Issuer  represents  that at the time of initial  registration in the
name of DTC's nominee,  Cede & Co., the Securities were Legally or Contractually
Restricted  Securities1,  eligible  for  transfer  under  Rule  144A  under  the
Securities Act of 1933, as amended (the  "Securities  Act"), and identified by a
CUSIP or CINS  identification  number that was different  from any CUSIP or CINS
number  assigned  to any  securities  of the same class that were not Legally or
Contractually  Restricted  Securities.  Issuer shall ensure that a CUSIP or CINS
identification  number is obtained for all  unrestricted  securities of the same
class that is different from any CUSIP or CINS identification number assigned to
a Legally or Contractually  Restricted  Security of such class, and shall notify
DTC promptly in the event that it is unable to do so. Issuer  represents that it
has agreed to comply with all applicable information requirements of Rule 144A.

         2.  Issuer  represents  that the  Securities  are  [Note:  Issuer  must
represent one of the following, and may cross out the other]

         [an issue of nonconvertible debt securities or nonconvertible preferred
stock  which  is  rated  in one of  the  top  four  categories  by a  nationally
recognized statistical rating organization ("Investment-Grade Securities").]

         [included within PORTAL, a Self-Regulatory Organization system approved
by the  Securities  and Exchange  Commission  for the reporting of quotation and
trade information of Securities  eligible for transfer pursuant to Rule 144A (an
"SRO Rule 144A System").]

         3. If the Securities are not  Investment-Grade  Securities,  Issuer and
Agent  acknowledge  that if such Securities  cease to be included in an SRO Rule
144A  System  during  any  period  in  which  such  Securities  are  Legally  or
Contractually Restricted Securities, such Securities shall no longer be eligible
for DTC's services.  Furthermore,  DTC may discontinue providing its services as
securities  depository  with  respect  to the  Securities  at any time by giving
reasonable  notice  to  Issuer  or  Agent.   Under  any  of  the  aforementioned
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing  Securities to any Participant having Securities  credited to its DTC
accounts.
--------------------------------------------------------------------------------
1 A "Legally Restricted  Security" is a security that is a restricted  security,
as  defined  in Rule  144(a)(3).  A  "Contractually  Restricted  Security"  is a
security that upon issuance and continually thereafter can only be sold pursuant
to  Regulation  5 under  the  Securities  Act,  Rule  144A,  Rule  144,  or in a
transaction  exempt from the  registration  requirements  of the  Securities Act
pursuant  to  Section  4 of the  Securities  Act and not  involving  any  public
offering;  provided,  however,  that once the  security is sold  pursuant to the
provisions  of Rule 144,  including  Rule 144(k),  it will thereby cease to be a
"Contractually  Restricted Security." For purposes of this definition,  in order
for a depository receipt to be considered a "Legally or Contractually Restricted
Security",  the  underlying  security  must also be a "Legally or  Contractually
Restricted Security."


<PAGE>

                                                                          [1/94]

         4. Issuer and Agent  acknowledge that so long as Cede & Co. is a record
owner of the Securities,  Cede & Co. shall be entitled to all applicable  voting
rights and to receive the full amount of all distributions  payable with respect
thereto.  Issuer and Agent  acknowledge that DTC shall treat any DTC Participant
("Participant")  having  Securities  credited to its DTC accounts as entitled to
the  full  benefits  of  ownership  of such  Securities.  Without  limiting  the
generality  of the preceding  sentence,  Issuer and Agent  acknowledge  that DTC
shall treat any Participants  having Securities  credited to its DTC accounts as
entitled  to receive  distributions  (and voting  rights,  if any) in respect of
Securities,  and to receive from DTC certificates evidencing Securities.  Issuer
and Agent  recognize  that DTC does not in any way  undertake  to, and shall not
have  any  responsibility  to,  monitor  or  ascertain  the  compliance  of  any
transactions in the Securities with any of the provisions: (a) of Rule 144A; (b)
of other exemptions from  registration  under the Securities Act or of any other
state or federal securities laws; or (c) of the offering documents.


      Representations for  Securities  Held With a Custodian on Behalf of DTC TO
                 BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

         The  Security  certificate(s)  shall  remain in  Agent's1  custody as a
"Balance  Certificate"  subject to the  provisions  of the  Balance  Certificate
Agreement between Agent and DTC currently in effect.

         On each  day on  which  Agent  is open  for  business  and on  which it
receives   an   instruction   originated   by  a   Participant   through   DTC's
Deposit/Withdrawal  at Custodian  ("DWAC") system to increase the  Participant's
account by a  specified  number of shares,  units,  or  obligations  (a "Deposit
Instruction"),  Agent shall,  before 6:30 p.m.  (Eastern Time) that day,  either
approve or cancel the Deposit Instruction through the DWAC system.

         On each  day on  which  Agent  is open  for  business  and on  which it
receives an instruction  originated by a Participant  through the DWAC system to
decrease the  Participant's  account by a specified number of shares,  units, or
obligations (a "Withdrawal  Instruction"),  Agent shall,  at or before 6:30 p.m.
(Eastern Time) that day,  either  approve or cancel the  Withdrawal  Instruction
through the DWAC system.

         Agent agrees that its approval of a Deposit or  Withdrawal  Instruction
shall be deemed  to be the  receipt  by DTC of a new  reissued  or  reregistered
certificated  security on registration of transfer to the name of Cede & Co. for
the  quantity  of  securities  evidenced  by the Balance  Certificate  after the
Deposit or Withdrawal Instruction is effected.

4/1/99

--------------------------------------------------------------------------------
1 Agent shall be defined as Depositary,  Trustee,  Trust Company,  Issuing Agent
and/or  Paying  Agent  as  such   definition   applies  in  the  DTC  Letter  of
Representations to which this rider may be attached.


<PAGE>


             Representations for Securities With a Tender Provision
       (Pursuant to a Change of Control Trigger Event or Other Such Event)
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATION

         It is  understood  that if the Security  holders shall at any time have
the right to tender the Securities to Issuer and require that Issuer  repurchase
such holders'  Securities pursuant to the Document and Cede & Co., as nominee of
DTC, or its registered  assigns,  as the record owner, is entitled to tender the
Securities,  such  tenders will be effected by means of DTC's  Repayment  Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable   tender  period,   instructions  from  its  Participants  to  tender
Securities for purchase.  The parties to the LETTER OF  REPRESENTATIONS  for the
Securities  agree that such tender for purchase may be made by DTC by means of a
book-entry  credit of such  Securities  to the  account of Agent1,  as agent for
Issuer,  provided  that such  credit  is made on or before  the final day of the
applicable  tender  period.  DTC agrees that promptly after the recording of any
such  book-entry  credit,  it  will  provide  to  Agent  an  Agent  Receipt  and
Confirmation  or  the  equivalent  in  accordance  with  the  Repayment   Option
Procedures,  identifying  the  Securities  and the  aggregate  principal  amount
thereof as to which such tender for purchase has been made.

         Agent or Issuer shall send DTC a notice  regarding such optional tender
by hand or by a secure means (e.g. legible facsimile transmission, registered or
certified mail,  overnight  delivery) in a timely manner designed to assure that
such  notice is in DTC's  possession  no later  than the close of  business  two
business days before the  Publication  Date. The  Publication  Date shall be not
less than 15 days prior to the expiration date of the applicable  tender period.
Such notice shall state  whether any partial  redemption  of the  Securities  is
scheduled to occur during the applicable optional tender period. If delivered by
hand or sent by mail or  overnight  delivery,  such  notice  shall  be sent  to:
Supervisor; Put Bond Unit Reorganization Department The Depository Trust Company
55 Water Street 50th Floor New York, NY 10041-0099

         If sent by telecopy,  such notice shall be directed to (212)  855-5235.
Agent or Issuer shall  confirm  DTC's  receipt of such  telecopy by  telephoning
DTC's Put Bond Unit at (212) 855-5230.


--------------------------------------------------------------------------------
1Agent shall be defined as Depositary,  Trustee,  Trust  Company,  Issuing Agent
and/or  Paying  Agent  as  such   definition   applies  in  the  DTC  Letter  of
Representations to which this rider may be attached.


<PAGE>


           Representations for Securities with a Pro Rata Reduction of
                               Principal Provision
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATION

         In the event of a pro rata  reduction of  principal,  Agent1 shall send
DTC written  notice with respect to the dollar  amount per $1,000  original face
value (or other minimum authorized  denomination if less than $1,000 face value)
payable on each payment date allocated as to the interest and principal portions
thereof  preferably  five,  but not less than two,  business  days prior to such
payment date. Such notices,  which shall clearly  indicate that they relate to a
pro rata  reduction of  principal  and which shall also contain the current pool
factor or ratio and Agent contact's name and telephone number,  shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555, or if by mail or by any
other means to:

                  Manager, Announcements
                  Dividend Department
                  The Depository Trust Company
                  55 Water Street  25th Floor
                  New York, NY 10041-0099


4/99

--------------------------------------------------------------------------------
1Agent shall be defined as Depositary,  Trustee,  Trust  Company,  Issuing Agent
and/or  Paying  Agent  as  such   definition   applies  in  the  DTC  Letter  of
Representations to which this rider may be attached.


<PAGE>


        RIDER AMENDING DTC LETTER OF REPRESENTATIONS - BEO CORPORATE DEBT

         DTC's  Reorganization  and Dividend  Departments  have  relocated to 55
Water Street. Following are revisions to the Letter of Representations including
current addresses, telephone numbers, and telecopy numbers.

Paragraph 3 of the Letter of Representations:

Old Telecopier Numbers:                        Current Telecopier Numbers:
(212) 709-6896 and (212) 709-6897              (212) 855-5181 and (212) 855-5182

The confirmation number (formerly (212) 709-6870) is now (212) 855-5202.

Paragraph 5 of the Letter of Representations:

Old Telecopier Numbers:                        Current Telecopier Number:
(212) 709-1093 and (212) 709-1094              (212) 855-5278

The confirmation number (formerly (212) 709-6884) is now (212) 855-5280.

The current address is:
                          Manager; Reorganization Department
                          Reorganization Window
                          The Depository Trust Company
                          55 Water Street 50th Floor
                          New York, NY 10041-0099

Paragraph 7 of the Letter of Representations:

Old Telecopier Number:                          Current Telecopier Number:
(212) 709-1723                                   (212) 855-4555

The current address is:
                          Manager; Announcements
                          Dividend Department
                          The Depository Trust Company
                          55 Water Street 25th Floor
                          New York, NY 10041-0099

Paragraph 8 of the Letter of Representations:

Old Telecopier Numbers:                        Current Telecopier Numbers:
(212) 709-1723 and (212) 709-1686              (212) 855-4555 and (212) 855-4556

The confirmation number (formerly (212) 709-1270) is now (212) 855-4550.

The current  address  for  Paragraph  8 is the same as that  listed  above,  for
Paragraph 7.
                                                                          [4/98]



<PAGE>


         The following  additional  text relates to Paragraph 9 of the Letter of
Representations:

         Such information  shall be conveyed by automated  notification.  If the
circumstances  prevent the funds being paid to Cede & Co., as nominee of DTC, by
2:30 p.m. ET from equaling the dollar amount  associated with detail payments by
12:00 noon ET, Issuer or Agent must provide CUSIP-level reconciliation to DTC no
later than 2:30 p.m. ET. Reconciliation may be provided by automated means or in
written format.

         The following  additional text relates to Paragraph 10 of the Letter of
Representations:

         Issuer must remit free funds to Agent by 1:00 p.m.  ET on each  payment
date, or at such earlier time as required by Agent to guarantee timely credit to
the Dividend Deposit Account of Cede & Co.

         The following  additional text relates to Paragraph 11 of the Letter of
Representations:

         Issuer must remit free funds to Agent by 1:00 p.m.  ET on each  payment
date, or at such earlier time as required by Agent to guarantee timely credit to
the  Redemption  Deposit  Account of Cede & Co.  Issuer or Agent  shall  deliver
CUSIP-level  detail regarding such payments to DTC no later than 2:30 p.m. ET on
each payment date.

         The following  additional text relates to Paragraph 12 of the Letter of
Representations:

         Issuer must remit free funds to Agent by 1:00 p.m.  ET on each  payment
date, or at such earlier time as required by Agent to guarantee timely credit to
the  Reorganization  Deposit Account of Cede & Co. Issuer or Agent shall deliver
CUSIP-level  detail regarding such payments to DTC no later than 2:30 p.m. ET on
each payment date.