Exhibit 4.5


                              LETTER OF TRANSMITTAL

                 REGARDING THE OFFER TO EXCHANGE ALL OUTSTANDING
                    7.625% SENIOR NOTES DUE DECEMBER 1, 2013
                                 IN EXCHANGE FOR
               REGISTERED 7.625% SENIOR NOTES DUE DECEMBER 1, 2013
                                       OF
                                 OMI CORPORATION

                                                          CUSIP NO. ____________

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        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___,
2004, UNLESS EXTENDED (THE "EXPIRATION DATE").

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       NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME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

                             THE EXCHANGE AGENT IS:

                                  HSBC BANK USA

       YOU CAN DELIVER THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
        DOCUMENTATION TO THE EXCHANGE AGENT AT THE ADDRESSES AS FOLLOWS:

         BY HAND DELIVERY:                     BY OVERNIGHT COURIER:
           HSBC Bank USA                           HSBC Bank USA
         One Hanson Place                         452 Fifth Avenue
            Lower Level                          New York, New York
     Brooklyn, New York 11243
       Attn: Paulette Shaw
                                               TO CONFIRM RECEIPT OF
       BY FIRST CLASS MAIL:                Notice of Guaranteed Delivery:
           HSBC Bank USA                       Fax #: (718) 488-4488
         452 Fifth Avenue                Fax Confirmation #: (718) 488-4475
        New York, New York


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

         The  undersigned  hereby   acknowledges   receipt  and  review  of  the
prospectus  dated December __, 2003, of OMI Corporation (the "Company") and this
letter of  transmittal.  These two documents  together  constitute the Company's
offer to exchange its 7.625%  Senior  Notes due December 1, 2013 (the  "Exchange
Notes"),  the issuance of which has been registered  under the Securities Act of
1933, as amended (the  "Securities  Act"),  for a like  principal  amount of its
issued and  outstanding  7.625% Senior Notes due December 1, 2013 (the "Original
Notes") (the "Exchange Offer").

         The Company  reserves the right,  at any time or from time to time,  to
extend the period of time during which the Exchange Offer for the Original Notes
is open, at its discretion, in which event the term "Expiration Date" shall mean
the latest date to which such  Exchange  Offer is  extended.  The Company  shall
notify HSBC Bank USA


<PAGE>


(the "Exchange Agent") of any extension by oral or written notice and shall make
a public  announcement  thereof no later than 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 Original Notes
(i) if  certificates  of Original Notes are to be forwarded  herewith or (ii) if
delivery of Original  Notes is to be made by book-entry  transfer to the account
maintained  by the  Exchange  Agent  at The  Depository  Trust  Company  ("DTC")
pursuant to the procedures  set forth in the  prospectus  under the caption "The
Exchange Offer-Book-Entry Transfer" and an "agent's message" is not delivered as
described  in the  prospectus  under the caption "The  Exchange  Offer-Tendering
Through DTC's Automated  Tender Offer Program."  Tenders by book-entry  transfer
may also be made by  delivering  an agent's  message  in lieu of this  letter of
transmittal.  Holders of Original Notes whose Original Notes are not immediately
available,  or who are unable to deliver their  Original  Notes,  this letter of
transmittal and all other documents  required hereby to the Exchange Agent on or
prior to the  Expiration  Date for the  Exchange  Offer,  or who are  unable  to
complete the procedure for  book-entry  transfer on a timely basis,  must tender
their Original Notes according to the guaranteed  delivery  procedures set forth
in the  prospectus  under the caption "The  Exchange  Offer-Guaranteed  Delivery
Procedures" by the Expiration  Date. See Instruction 2. DELIVERY OF DOCUMENTS TO
DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

         The term "holder" with respect to the Exchange Offer for Original Notes
means any person in whose name such Original  Notes are  registered on the books
of the  Company,  any person who holds such  Original  Notes and has  obtained a
properly  completed bond power from the registered  holder or any participant in
the DTC system whose name appears on a security  position  listing as the holder
of such  Original  Notes and who  desires  to  deliver  such  Original  Notes by
book-entry  transfer  at  DTC.  The  undersigned  has  completed,  executed  and
delivered  this letter of  transmittal  to indicate  the action the  undersigned
desires to take with respect to such Exchange Offer.  Holders who wish to tender
their  Original  Notes must complete this letter of  transmittal in its entirety
(unless such  Original  Notes are to be tendered by  book-entry  transfer and an
agent's message is delivered in lieu hereof).

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  Original  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.


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                     DESCRIPTION OF ORIGINAL NOTES TENDERED

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                    AGGREGATE
                                                                    PRINCIPAL
NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                      AMOUNT         AGGREGATE
 EXACTLY AS NAME(S) APPEAR(S) ON ORIGINAL NOTES     REGISTERED     REPRESENTED   PRINCIPAL AMOUNT
           (PLEASE FILL IN, IF BLANK)               NUMBER(S)*      BY NOTE(S)      TENDERED**
--------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>           <C>

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

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

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

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

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

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

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



                                      -2-
<PAGE>


*     Need not be completed by book-entry holders.

**    Unless otherwise indicated, any tendering holder of Original Notes will be
      deemed to have tendered the entire aggregate  principal amount represented
      by such  Original  Notes.  All tenders  must be in integral  multiples  of
      $1,000.

/ /   CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

/ /   CHECK HERE AND COMPLETE THE  FOLLOWING  IF TENDERED  ORIGINAL  NOTES ARE
      BEING DELIVERED BY BOOK-ENTRY  TRANSFER MADE TO THE ACCOUNT  MAINTAINED BY
      THE EXCHANGE AGENT WITH DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

     Name of Tendering Institution:

     DTC Account Number(s):

     Transaction Code Number(s):

/ /   CHECK HERE AND COMPLETE THE  FOLLOWING  IF TENDERED  ORIGINAL  NOTES ARE
      BEING  DELIVERED  PURSUANT  TO A  NOTICE  OF  GUARANTEED  DELIVERY  EITHER
      ENCLOSED  HEREWITH OR  PREVIOUSLY  DELIVERED TO THE  EXCHANGE  AGENT (COPY
      ATTACHED) (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

     Name(s) of Registered holder(s) of Original Notes:

     Date of Execution of Notice of Guaranteed Delivery:

     Window Ticket Number (if available):

     Name of Eligible Institution that Guaranteed Delivery:

     DTC Account Number(s) (if delivered by book-entry transfer):

     Transaction Code Number(s) (if delivered by book-entry transfer):

     Name of Tendering Institution (if delivered by book-entry transfer):

/ /   CHECK HERE AND COMPLETE THE  FOLLOWING  IF YOU ARE A  BROKER-DEALER  AND
      WISH TO RECEIVE 10 ADDITIONAL  COPIES OF THE  PROSPECTUS  AND 10 COPIES OF
      ANY AMENDMENTS OR SUPPLEMENTS THERETO:

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

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

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

         If the undersigned is not a broker-dealer,  the undersigned  represents
that it is not engaged in, and does not intend to engage in, a  distribution  of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Original Notes that were acquired as a
result of market-making activities or other trading activities,  it acknowledges
that it will deliver a prospectus in connection with any resale of



                                      -3-
<PAGE>


such  Exchange  Notes;   however,  by  so  acknowledging  and  by  delivering  a
prospectus,  the  undersigned  will  not  be  deemed  to  admit  that  it  is an
"underwriter" within the meaning of the Securities Act.

                 SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ
                     THE ACCOMPANYING INSTRUCTIONS CAREFULLY

         Subject  to the  terms  and  conditions  of  the  Exchange  Offer,  the
undersigned  hereby tenders to the Company for exchange the principal  amount of
Original Notes indicated above. Subject to and effective upon the acceptance for
exchange of the principal  amount of Original Notes tendered in accordance  with
this  letter of  transmittal,  the  undersigned  hereby  exchanges,  assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to such Original Notes tendered for exchange hereby.  The undersigned hereby
irrevocably  constitutes  and appoints  the  Exchange  Agent the true and lawful
agent and  attorney-in-fact  for the undersigned  (with full knowledge that said
Exchange  Agent also acts as the agent for the  Company in  connection  with the
Exchange  Offer) with respect to the tendered  Original Notes with full power of
substitution to (i) deliver such Original  Notes, or transfer  ownership of such
Original  Notes on the  account  books  maintained  by DTC,  to the  Company and
deliver all  accompanying  evidences  of  transfer  and  authenticity,  and (ii)
present such Original Notes for transfer on the books of the Company and receive
all benefits and otherwise  exercise all rights of beneficial  ownership of such
Original  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 Original
Notes  tendered  hereby and to acquire  the  Exchange  Notes  issuable  upon the
exchange of such tendered Original 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  acknowledges  that the Exchange Offer is being made in
reliance upon  interpretations  set forth in no-action  letters  issued to third
parties  (the "Prior  No-Action  Letters")  by the staff of the  Securities  and
Exchange  Commission  (the "SEC") that the Exchange Notes issued in exchange for
the Original  Notes  pursuant to the  Exchange  Offer may be offered for resale,
resold and otherwise  transferred by holders thereof (other than any such holder
that is an  "affiliate"  of the Company within the meaning of Rule 405 under the
Securities  Act),  without  compliance  with  the  registration  and  prospectus
delivery provisions of the Securities Act, PROVIDED that such Exchange Notes are
acquired in the ordinary  course of such holders'  business and such holders are
not  engaging  in,  do not  intend  to  engage  in and  have no  arrangement  or
understanding  with any person to participate in a distribution of such Exchange
Notes. The SEC has not, however, considered the Exchange Offer in the context of
a  no-action  letter,  and there can be no  assurance  that the staff of the SEC
would make a similar  determination  with  respect to the  Exchange  Offer as in
other circumstances.

         The undersigned  hereby further  represents to the Company that (i) any
Exchange Notes received are being acquired in the ordinary course of business of
the person receiving such Exchange Notes,  whether or not the undersigned,  (ii)
neither  the  undersigned  nor any  such  other  person  has an  arrangement  or
understanding with any person to participate in the distribution of the Original
Notes or the Exchange  Notes within the meaning of the  Securities Act and (iii)
neither the holder nor any such other  person is an  "affiliate,"  as defined in
Rule  405  under  the  Securities  Act,  of the  Company  or,  if it is  such an
affiliate,  it  will  comply  with  the  registration  and  prospectus  delivery
requirements of the Securities Act to the extent applicable.

         If the undersigned is not a broker-dealer,  the undersigned  represents
that it is not engaged in, and does not intend to engage in, a  distribution  of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Original Notes that were acquired as a
result of market-making activities or other trading activities,  it acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes;  however,  by so  acknowledging  and  by  delivering  a  prospectus,  the
undersigned will not be deemed to admit that it is an  "underwriter"  within the
meaning  of  the  Securities  Act.  The  undersigned  acknowledges  that  if the
undersigned is tendering Original Notes in the Exchange Offer with the intention
of  participating  in any manner in a distribution of the Exchange Notes (i) the
undersigned cannot rely on the position of the staff of the SEC set forth in the
Prior  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



                                      -4-
<PAGE>


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) failure to comply
with  such  requirements  in  such  instance  could  result  in the  undersigned
incurring  liability  under the Securities Act for which the  undersigned is not
indemnified by the Company.

         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 Original
Notes  tendered  hereby,  including the transfer of such  Original  Notes on the
account books maintained by DTC.

         For purposes of the Exchange Offer, the Company shall be deemed to have
accepted  for  exchange  validly  tendered  Original  Notes when,  as and if the
Company gives oral or written notice thereof to the Exchange Agent. Any tendered
Original  Notes that are not  accepted for  exchange  pursuant to such  Exchange
Offer for any reason will be returned,  without  expense,  to the undersigned as
promptly as practicable after the Expiration Date for such Exchange Offer.

         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 successors,  assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives.

         The undersigned  acknowledges that the Company's acceptance of properly
tendered  Original 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.

         The Exchange  Offer is subject to certain  conditions  set forth in the
prospectus  under the caption "The  Exchange  Offer--Conditions  To The Exchange
Offer." The undersigned  recognizes that as a result of these conditions  (which
may be waived,  in whole or in part,  by the  Company),  the  Company may not be
required to exchange any of the Original Notes tendered hereby.

         Unless  otherwise  indicated  under  "Special  Issuance  Instructions,"
please  issue the  Exchange  Notes  issued in exchange  for the  Original  Notes
accepted  for  exchange,  and  return any  Original  Notes not  tendered  or not
exchanged,  in the name(s) of the  undersigned  (or, in the case of a book-entry
delivery of Original Notes, please credit the account indicated above maintained
at  DTC).   Similarly,   unless  otherwise  indicated  under  "Special  Delivery
Instructions,"  please mail or deliver the Exchange Notes issued in exchange for
the Original  Notes accepted for exchange and any Original 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 Original
Notes accepted for exchange in the name(s) of, and return any Original Notes not
tendered or not exchanged to, the person(s) (or  account(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  Original  Notes from the name of the  registered  holder(s)  thereof if the
Company does not accept for  exchange any of the Original  Notes so tendered for
exchange.






                                      -5-
<PAGE>


                          SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 5 AND 6)

         To be completed  ONLY (i) if Original  Notes in a principal  amount not
tendered,  or Exchange  Notes issued in exchange for Original Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if Original Notes  tendered by book-entry  transfer which are not exchanged
are to be returned by credit to an account  maintained at DTC other than the DTC
Account Number set forth above. Issue Exchange Notes and/or Original Notes to:

Name:
         -----------------------------------------------------------------------
                              PLEASE TYPE OR PRINT
Address:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)
               TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER:


--------------------------------------------------------------------------------
                              PLEASE TYPE OR PRINT

                          SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 5 AND 6)
         To be  completed  ONLY if  Original  Notes in a  principal  amount  not
tendered,  or Exchange  Notes issued in exchange for Original Notes accepted for
exchange,  are to be mailed or delivered to someone other than the  undersigned,
or  to  the   undersigned  at  an  address  other  than  that  shown  below  the
undersigned's  signature.  Mail or deliver  Exchange Notes and/or Original Notes
to:

Name:
         -----------------------------------------------------------------------
                              PLEASE TYPE OR PRINT
Address:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)
               TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER:


--------------------------------------------------------------------------------
                              PLEASE TYPE OR PRINT

/ /  Credit unexchanged Original Notes delivered by book-entry transfer to DTC
     set forth below:

                               DTC ACCOUNT NUMBER:


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






                                      -6-
<PAGE>


                                    IMPORTANT
                 PLEASE SIGN HERE WHETHER OR NOT ORIGINAL NOTES
                      ARE BEING PHYSICALLY TENDERED HEREBY
                (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)


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

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

            (SIGNATURE(S) OF REGISTERED HOLDER(S) OF ORIGINAL NOTES)

Dated         _____________________________ , 2003

         (The above lines must be signed by the registered holder(s) of Original
Notes as your name(s)  appear(s) on the Original 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 Original  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:
                                ------------------------------------------------

Taxpayer Identification or Social Security Number:
                                                   -----------------------------

                               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   ___________________________ , 2003





                                      -7-
<PAGE>


                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER


         1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES OR AGENT'S
MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Original Notes or
any confirmation of a book-entry transfer to the Exchange Agent's account at DTC
of Original 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 facsimile hereof (or an agent's message in lieu 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 for the Exchange  Offer,  or the tendering  holder
must comply with the guaranteed  delivery procedures set forth below. THE METHOD
OF DELIVERY OF THE TENDERED  ORIGINAL 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 ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY.

         2.  GUARANTEED  DELIVERY  PROCEDURES.  Holders who wish to tender their
Original Notes and (a) whose Original Notes are not immediately  available,  (b)
who cannot deliver their Original Notes, this letter of transmittal or any other
documents  required  hereby  to the  Exchange  Agent  prior  to  the  applicable
Expiration  Date or (c) who are unable to comply with the applicable  procedures
under the DTC's  Automated  Tender Offer Program on a timely basis,  must tender
their Original Notes according to the guaranteed  delivery  procedures set forth
in the prospectus.  Pursuant to such procedures: (i) 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
Securities  Exchange Act of 1934, as amended (an "Eligible  Institution");  (ii)
prior to the applicable  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) or a
properly  transmitted  agent's message and notice of guaranteed delivery setting
forth the name and address of the holder of the Original Notes, the registration
number(s)  of such  Original  Notes and the total  principal  amount of Original
Notes tendered,  stating that the tender is being made thereby and  guaranteeing
that,  within three New York Stock Exchange  trading days after such  Expiration
Date, this letter of transmittal  (or facsimile  hereof or an agent's message in
lieu hereof)  together with the Original Notes in proper form for transfer (or a
Book-Entry  Confirmation)  and any  other  documents  required  hereby,  will be
deposited by the Eligible  Institution  with the Exchange Agent;  and (iii) this
letter of transmittal (or facsimile hereof or an agent's message in lieu hereof)
together with the  certificates  for all physically  tendered  Original 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
three New York Stock Exchange trading days after such Expiration Date.

         Any  holder of  Original  Notes who  wishes  to tender  Original  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 applicable Expiration Date. Upon request of the
Exchange Agent, a notice of guaranteed delivery will be sent to holders who wish
to tender their Original 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  Original  Notes may tender such
Original Notes in the Exchange  Offer.  Any beneficial  holder of Original 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 Original Notes, either make appropriate



                                      -8-
<PAGE>


arrangements  to register  ownership of the Original Notes in such holder's name
or obtain a properly completed bond power from the registered holder.

         4. PARTIAL TENDERS.  Tenders of Original Notes will be accepted only in
integral  multiples of $1,000.  If less than the entire  principal amount of any
Original  Notes is tendered,  the tendering  holder should fill in the principal
amount  tendered  in the  fourth  column  of the box  entitled  "Description  of
Original Notes Tendered"  above.  The entire  principal amount of Original Notes
delivered  to the  Exchange  Agent will be deemed to have been  tendered  unless
otherwise indicated. If the entire principal amount of all Original Notes is not
tendered,  then Original  Notes for the principal  amount of Original  Notes not
tendered and Exchange  Notes issued in exchange for any Original  Notes accepted
will be returned to the holder as promptly  as  practicable  after the  Original
Notes are accepted for exchange.

         5.  SIGNATURES  ON  THIS  LETTER  OF   TRANSMITTAL;   BOND  POWERS  AND
ENDORSEMENTS;  GUARANTEE  OF  SIGNATURES.  If this  letter  of  transmittal  (or
facsimile  hereof) is signed by the  registered  holder(s) of the Original Notes
tendered hereby,  the signature(s)  must correspond  exactly with the name(s) as
written on the face of the Original Notes without alteration, enlargement or any
change whatsoever. If this letter of transmittal (or facsimile hereof) is signed
by a  participant  in DTC, the  signature  must  correspond  with the name as it
appears on the security position listing as the holder of the Original Notes.

         If this letter of  transmittal  (or facsimile  hereof) is signed by the
registered  holder(s)  of  Original  Notes  listed and  tendered  hereby and the
Exchange  Notes issued in exchange  therefor are to be issued (or any untendered
principal  amount  of  Original  Notes  is to be  reissued)  to  the  registered
holder(s),  the said  holder(s)  need not and should not  endorse  any  tendered
Original  Notes,  nor  provide a separate  bond power.  In any other case,  such
holder(s) must either properly endorse the Original 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) or any Original
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.

         NO SIGNATURE  GUARANTEE  IS REQUIRED IF (i) THIS LETTER OF  TRANSMITTAL
(OR  FACSIMILE  HEREOF) IS SIGNED BY THE  REGISTERED  HOLDER(S)  OF THE ORIGINAL
NOTES  TENDERED  HEREIN  (OR BY A  PARTICIPANT  IN DTC WHOSE  NAME  APPEARS ON A
SECURITY  POSITION LISTING AS THE OWNER OF THE TENDERED  ORIGINAL NOTES) AND THE
EXCHANGE NOTES ARE TO BE ISSUED  DIRECTLY TO SUCH  REGISTERED  HOLDER(S) (OR, IF
SIGNED BY A PARTICIPANT IN DTC, DEPOSITED TO SUCH PARTICIPANT'S  ACCOUNT AT DTC)
AND  NEITHER  THE  BOX  ENTITLED  "SPECIAL  DELIVERY  INSTRUCTIONS"  NOR THE BOX
ENTITLED  "SPECIAL  ISSUANCE  INSTRUCTIONS"  HAS BEEN  COMPLETED,  OR (ii)  SUCH
ORIGINAL 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 ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute  Original  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.  Holders  tendering  Original
Notes by book-entry  transfer may request that  Original  Notes not exchanged be
credited to such account  maintained  at DTC as such  noteholder  may  designate
hereon.  If no such  instructions  are given,  such Original Notes not exchanged
will be  returned  to the name and  address  (or  account  number) of the person
signing this letter of transmittal.



                                      -9-
<PAGE>


         7. TRANSFER  TAXES.  The Company will pay all transfer  taxes,  if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however,  Exchange Notes or Original 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  Original
Notes tendered hereby,  or if tendered Original 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 Original 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 and the
Exchange Agent will retain possession of an amount of Exchange Notes with a face
amount at least equal to the amount of such transfer taxes due by such tendering
holder pending receipt by the Exchange Agent of the amount of such taxes.

         8. TAX  IDENTIFICATION  NUMBER.  To prevent  backup  withholding,  each
tendering   holder  must   provide  the  Company   with  its  correct   taxpayer
identification  number  ("TIN") as  instructed in this section 8 and under "Form
W-9 Guidelines"  below. 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.

         Certain foreign  individuals and entities will not be subject to backup
withholding or information  reporting if they submit a Form W-8BEN, signed under
penalties of perjury,  attesting to their foreign  status.  A Form W-8BEN can be
obtained from the Exchange Agent.

         By  requesting  the  information  described  in this  section 8 and the
section "W-9  Guidelines"  below, the Company is hereby notifying each holder or
beneficial  owner that to the extent that the holder or beneficial owner is able
to  comply  without  undue  hardship,  the  certification,   identification  and
reporting requirements described herein are required under the law of the United
States as a precondition to exemption from all or part of the tax due.

         9.  VALIDITY  OF  TENDERS.  All  questions  as to the  validity,  form,
eligibility,  time of receipt,  acceptance and  withdrawal of tendered  Original
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 Original Notes not properly tendered or any Original Notes
the  Company's  acceptance  of which  might,  in the  opinion  of the  Company's
counsel, be unlawful.  The Company also reserves the absolute right to waive any
conditions of the Exchange Offer or defects or  irregularities  of tenders as to
particular  Original  Notes.  The  Company's  interpretation  of the  terms  and
conditions of the Exchange Offer  (including  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 Original Notes must
be cured within such time as the Company shall  determine.  Neither the Company,
the  Exchange  Agent  nor any  other  person  shall  be  under  any duty to give
notification  of defects or  irregularities  with respect to tenders of Original
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 Original Notes will be accepted.

         12.  MUTILATED,  LOST,  STOLEN OR DESTROYED  ORIGINAL NOTES. Any holder
whose  Original  Notes have been  mutilated,  lost,  stolen or destroyed  should
contact  the  Exchange  Agent  at  the  address   indicated  above  for  further
instructions.  This  letter  of  transmittal  and  related  documents  cannot be
processed until the procedures for replacing lost, stolen or destroyed  Original
Notes have been followed.

         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 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.



                                      -10-
<PAGE>


         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 OR AN AGENT'S  MESSAGE IN LIEU HEREOF  (TOGETHER  WITH THE ORIGINAL NOTES
DELIVERED BY BOOKENTRY  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 5:00 P.M.,  NEW YORK CITY TIME, ON THE EXPIRATION
DATE.

                               FORM W-9 GUIDELINES

         A holder of any  Original  Notes or  Exchange  Notes 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 the  Internal  Revenue  Service and
backup withholding of 30% on interest payments on the Exchange Notes.

         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 Exchange Notes will be registered in more than one name or will not be in
the name of the actual  owner,  consult the  instructions  on  Internal  Revenue
Service Form W-9, which may be obtained from the Exchange Agent, for information
on which TIN to report.

         If such holder  does not have a TIN,  such  holder  should  consult the
instructions on Form W-9 concerning  applying for a TIN, check the box in Part 3
of the Substitute  Form W-9, write "applied for" in lieu of its TIN and sign and
date the form and the Certificate of Awaiting  Taxpayer  Identification  Number.
Checking  this  box,  writing  "applied  for"  on  the  form  and  signing  such
certificate  means that such holder has  already  applied for a TIN or that such
holder  intends to apply for one in the near  future.  If such  holder  does not
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.

         Backup withholding is not an additional Federal income tax. Rather, the
amount of such tax  withheld  will be credited  against  the Federal  income tax
liability  of  persons  subject  to backup  withholding.  If backup  withholding
results in an  overpayment  of taxes, a refund may be obtained from the Internal
Revenue Service.

                            IMPORTANT TAX INFORMATION

         WHAT TAXPAYER  IDENTIFICATION  NUMBER TO GIVE THE EXCHANGE  AGENT.  The
registered  holder or  transferee(s),  if any, is required to give the  Exchange
Agent the social security number or taxpayer identification number of the holder
of the Note(s).







                                      -11-
<PAGE>


<TABLE>
<S>                                 <C>
--------------------------------------------------------------------------------------------------------
            SUBSTITUTE              Part I: PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY
             FORM W-9                                      SIGNING AND DATING BELOW
    Department of the Treasury
     Internal Revenue Service                             Social security number(s)

                                                               OR _____________
                                                       Employer Identification Number
                                                    (if awaiting TIN write "Applied For")

--------------------------------------------------------------------------------------------------------
                                    Part II-For Payees exempt from backup withholding, see the enclosed
   Payer's Request for Taxpayer     Guidelines for Certification of Taxpayer Identification Number on
   Identification Number (TIN)      Substitute Form W-9 and complete as instructed therein.
       and Certification

                                    Part III: Awaiting TIN / /
--------------------------------------------------------------------------------------------------------
</TABLE>

CERTIFICATION. Under penalties of perjury, I certify that:

(1) The Number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me),

(2) I am not subject to backup withholding either because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding and

(3) I am a U.S. person (including a U.S. resident alien).

CERTIFICATE INSTRUCTIONS. You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because you have
failed to report all 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 that you are no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed Guidelines.)

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

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 30% OF ANY PAYMENT MADE TO YOU IN RESPECT OF THE NOTES.
         PLEASE REVIEW THE FOREGOING GUIDELINES FOR CERTIFICATION OF TAXPAYER
         IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
         YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR
         TIN.

                 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION

         I certify under  penalties of perjury that a TIN has not been issued to
me, and either (a) I have mailed or delivered an application to receive a TIN to
the  appropriate IRS Center or Social  Security  Administration  Office or (b) I
intend to mail or deliver such an application  in the near future.  I understand
that if I do not provide a TIN by the time of payment,  all reportable  payments
made to me thereafter will be subject to a 30% backup withholding tax.

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





                                      -12-