<PAGE>   1

                                                                    EXHIBIT 99.1

                             LETTER OF TRANSMITTAL

                             TO TENDER FOR EXCHANGE

                      11% SENIOR NOTES DUE 2005, SERIES A

                                       OF

                       BAYARD DRILLING TECHNOLOGIES, INC.

                PURSUANT TO THE PROSPECTUS DATED JULY ____, 1998

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P. M., NEW YORK
CITY TIME, ON _____________________, 1998, UNLESS EXTENDED (THE "EXPIRATION
DATE").

                PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, this Letter of Transmittal should
be completed, signed, and submitted to the Exchange Agent:

<TABLE>
<CAPTION>
                                                                                              By Registered or
                By Overnight Courier:                    By Hand:                             Certified 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.
                770 Broadway                             111 Broadway                         P.O. Box 841
                13th Floor-Corporate Trust Operations    Lower Level                          Cooper Station
                New York, New York 10003-9598            New York, New York 10006-1906        New York, New York 10276-0841
                Attn: Corporate Trust Services           Attn: Corporate Trust Services       Attn: Corporate Trust Services
</TABLE>

       DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

       FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY
ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT
(800) 225-2398.

       The undersigned hereby acknowledges receipt of the Prospectus dated July
____, 1998 (the "Prospectus") of Bayard Drilling Technologies, Inc., a Delaware
corporation (the "Issuer"), and this Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
offer") to exchange $1,000 in principal amount of its 11% Senior Notes due
2005, 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, for each $1,000 in principal amount of its outstanding
11% Senior Notes due 2005, Series A (the "Old Notes"), of which $100,000,000
aggregate principal amount is outstanding.  Capitalized terms used but not
defined herein have the meanings ascribed to them in the Prospectus.

       The undersigned hereby tenders the Old Notes described in Box 1 below
(the "Tendered Notes") pursuant to the terms and conditions described in the
Prospectus and this Letter of Transmittal.  The undersigned is the registered
owner of all the Tendered Notes and the undersigned represents that it has
received from each beneficial owner of the Tendered Notes ("Beneficial Owners")
a duly completed and executed form of "Instructions to Registered Holder and/or
Book-Entry Transfer Facility Participant from Beneficial Owner" accompanying
this Letter of Transmittal, instructing the undersigned to take the action
described in this Letter of Transmittal.
<PAGE>   2
       Subject to, and effective upon, the acceptance for exchange of the
Tendered Notes, the undersigned hereby exchanges, assigns, and transfers to, or
upon the order of, the Issuer, all right, title, and interest in, to, and under
the Tendered Notes.

       Please issue the Exchange Notes exchanged for Tendered Notes in the
name(s) of the undersigned.  Similarly, unless otherwise indicated under
"Special Delivery Instructions" below (Box 3), please send or cause to be sent
the certificates for the Exchange Notes (and accompanying documents, as
appropriate) to the undersigned at the address shown below in Box 1.

       The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Notes, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver the Tendered Notes to the Issuer or cause ownership of the Tendered
Notes to be transferred to, or upon the order of, the Issuer, on the books of
the registrar for the Old Notes and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Issuer upon receipt by
the Exchange Agent, as the undersigned's agent, of the Exchange Notes to which
the undersigned is entitled upon acceptance by the Issuer of the Tendered Notes
pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Tendered Notes, all in
accordance with the terms of the Exchange Offer.

       The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer," in the Prospectus
and in the instructions hereto will constitute a binding agreement between the
undersigned and the Issuer upon the terms and subject to the conditions of the
Exchange Offer, subject only to withdrawal of such tenders on the terms set
forth in the Prospectus under the caption "The Exchange Offer-Withdrawal of
Tenders."  All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any Beneficial Owner(s),
and every obligation of the undersigned or any Beneficial Owners hereunder
shall be binding upon the heirs, representatives, successors, and assigns of
the undersigned and such Beneficial Owner(s).

       The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the Tendered
Notes and that the Issuer will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Notes are acquired by the Issuer as contemplated
herein.  The undersigned and each Beneficial Owner will, upon request, execute
and deliver any additional documents reasonably requested by the Issuer or the
Exchange Agent as necessary or desirable to complete and give effect to the
transactions contemplated hereby.

       The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.

       By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the Exchange Notes, (iii) neither the undersigned nor any
Beneficial Owner is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Issuer, and (iv) the undersigned and each Beneficial Owner
acknowledge and agree that any person participating in the Exchange Offer with
the intention or for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act of 1933, as amended (together with the rules and regulations promulgated
thereunder, the "Securities Act"), in connection with a secondary resale of the
Exchange Notes acquired by such person and cannot rely on the position of the
Staff of the Securities and Exchange Commission (the "Commission") set forth in
the no-action letters that are discussed in the section of the Prospectus
entitled "The Exchange Offer." In addition, by accepting the Exchange Offer,
the undersigned hereby (i) represents and warrants that, if the undersigned or
any Beneficial Owner of the Old Notes is a Participating Broker-Dealer, such
Participating Broker-Dealer acquired the Old Notes for its own account as a
result of market-making activities or other trading activities and has not
entered into any arrangement or understanding with the Company or any affiliate
of the Company (within the meaning of Rule 405 under the Securities Act) to
distribute the Exchange Notes to be received in the





                                       2
<PAGE>   3
Exchange Offer, and (ii) acknowledges that, by receiving Exchange Notes for its
own account in exchange for Old Notes, where such Old Notes were acquired as a
result of market-making activities or other trading activities, such
Participating Broker-Dealer will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such Exchange Notes
(provided that, by so acknowledging and by delivering a prospectus such
Participating Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act).

       Holders of Old Notes whose Old Notes are accepted for exchange will not
receive accrued interest on such Old Notes for any period from and after the
last date to which interest has been paid or duly provided for on such Old
Notes prior to the original issue date of the Exchange Notes or, if no such
interest has been paid or duly provided for, will not receive any accrued
interest on such Old Notes, and the undersigned waives the right to receive any
interest on such Old Notes accrued from and after the last date to which
interest has been paid or duly provided for on such Old Notes or, if no such
interest has been paid or duly provided for, from and after June 26, 1998.

[__]  CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.

[__]  CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
"USE OF GUARANTEED DELIVERY" BELOW (BOX 4).

[__]  CHECK HERE IF TENDERED 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 "USE OF BOOK-ENTRY TRANSFER" BELOW (BOX 5).

                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                     CAREFULLY BEFORE COMPLETING THE BOXES

  
<TABLE>
<CAPTION>
========================================================================================================================
                                    BOX 1

                  DESCRIPTION OF OLD NOTES TENDERED (Attach additional signed pages, if necessary)

                                                                               AGGREGATE    
                                                                               PRINCIPAL            AGGREGATE 
   NAME(S) AND ADDRESS(ES) OF REGISTERED OLD         CERTIFICATE                 AMOUNT             PRINCIPAL 
 NOTE HOLDER(S), EXACTLY AS NAME(S) APPEAR(S)       NUMBER(S) OF             REPRESENTED BY           AMOUNT  
            ON NOTE CERTIFICATE(S)                   OLD NOTES*              CERTIFICATE(S)         TENDERED**
<S>                                                 <C>                      <C>                    <C>

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

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

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

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

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

                                              TOTAL
========================================================================================================================
</TABLE>

      *         Need not be completed by persons tendering by book-entry
                transfer.
     **         The minimum permitted tender is $1,000 in principal amount of
                Old Notes.  All other tenders must be in integral multiples of
                $1,000 of principal amount.  Unless otherwise indicated in this
                column, the principal amount of all Old Note Certificates
                identified in this Box 1 or delivered to the Exchange Agent
                herewith shall be deemed tendered.  See Instruction 4.





                                       3
<PAGE>   4
<TABLE>
<CAPTION>
========================================================================================================================
                                                     BOX 2

                                              BENEFICIAL OWNER(S)

 STATE OF PRINCIPAL RESIDENCE OF EACH                     PRINCIPAL AMOUNT OF TENDERED NOTES 
 BENEFICIAL OWNER OF TENDERED NOTES                       HELD FOR ACCOUNT OF BENEFICIAL OWNER
 <S>                                                      <C>    

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

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

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

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

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

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


<TABLE>
<CAPTION>
========================================================================================================================
                                                     BOX 3
------------------------------------------------------------------------------------------------------------------------
                          SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 5, 6 AND 7)
------------------------------------------------------------------------------------------------------------------------
 TO BE COMPLETED ONLY IF EXCHANGE NOTES EXCHANGED FOR OLD NOTES AND UNTENDERED NOTES ARE TO BE SENT TO
 SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
<S>                                                                             <C>
 Mail Exchange Note(s) and any untendered Old Notes to:
 Name(s):

                                                                                                             
 -----------------------------------------------------------------------------------------------------------------------
 (please print)

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

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

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

 (include Zip Code)

 Tax Identification or Social Security No.:

========================================================================================================================
</TABLE>





                                       4
<PAGE>   5
<TABLE>
<CAPTION>
========================================================================================================================
                                                     BOX 4
------------------------------------------------------------------------------------------------------------------------
                                          USE OF GUARANTEED DELIVERY

                                              (SEE INSTRUCTION 2)
 <S>                                     <C>                                    

 TO BE COMPLETED ONLY IF OLD NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY.

 Name(s) of Registered Holder(s):

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

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

 Name of Institution which Guaranteed Delivery:                                                              
                                                ------------------------------------------------------------------------
========================================================================================================================
</TABLE>





<TABLE>
<CAPTION>
========================================================================================================================
                                                     BOX 5

                                          USE OF BOOK-ENTRY TRANSFER

                                              (SEE INSTRUCTION 1)
<S>                                      <C>
 TO BE COMPLETED ONLY IF DELIVERY OF TENDERED NOTES IS TO BE MADE BY BOOK-ENTRY TRANSFER.

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

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

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

========================================================================================================================
</TABLE>





                                       5
<PAGE>   6
<TABLE>
<CAPTION>
========================================================================================================================
                                                     BOX 6

                                          TENDERING HOLDER SIGNATURE

                     (SEE INSTRUCTIONS 1 AND 5) IN ADDITION, COMPLETE SUBSTITUTE FORM W-9

<S>                                                     <C>

 X                                                      Signature Guarantee
   ------------------------------------------------                        

 X                                                      (If required by Instruction 5)
   ------------------------------------------------                                   

                (Signature of Registered                Authorized Signature
           Holder(s) or Authorized Signatory)
                                                        X                                                    
                                                          ---------------------------------------------------
 Note:  The above lines must be signed by the
 registered holder(s) of Old Notes as their name(s)     Name:                                                
 appear(s) on the Old Notes or by persons(s)                  -----------------------------------------------
 authorized to become registered holder(s) (evidence                    (please print)
 of which authorization must be transmitted with this
 Letter of Transmittal).  If signature is by a          Title:                                               
 trustee, executor, administrator, guardian,                   ----------------------------------------------
 attorney-in-fact, officer, or other person acting in
 a fiduciary or representative capacity, such person    Name of Firm:                                        
 must set forth his or her full title below.  See                     ---------------------------------------
 Instruction 5.                                      
                                                                        (Must be an Eligible Institution as
                                                                        defined in Instruction 2)
                                                     
                                                        Address:                                             
                                                                 --------------------------------------------
 Name(s):                                                                                                    
          --------------------------------------------         ----------------------------------------------
                                                                                                             
                                                               ----------------------------------------------
 Capacity:                                                              (include Zip Code)
          ---------------------------------------------                                   

 Street Address:                                        Area Code and Telephone Number:
                ---------------------------------------                                
                                                       
         ----------------------------------------------        ----------------------------------------------
                                                                                                             
         ----------------------------------------------        
                 (include Zip Code)
                                                        Dated:                                               
                                                               ----------------------------------------------
 Area Code and Telephone Number:

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

            Tax Identification or Social
                 Security Number:

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


<TABLE>
========================================================================================================================
                                                     BOX 7

                                             BROKER-DEALER STATUS
------------------------------------------------------------------------------------------------------------------------
 <S>                                       <C>

 [__]    Check this box if the Beneficial Owner of the Old Notes is a Participating Broker-Dealer and such
         Participating Broker-Dealer acquired the Old Notes for its own account as a result of market-making
         activities or other trading activities.  In such case, you will be sent extra copies of the
         Prospectus.
========================================================================================================================
</TABLE>





                                       6
<PAGE>   7
<TABLE>
<CAPTION>
                                     PAYOR'S NAME: BAYARD DRILLING TECHNOLOGIES, INC.
-------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                        <C>

                Name (if joint names, list first and circle the name of the person or entity whose number you enter in
                Part 1 below.  See instructions if your name has changed.)

                                                                                                                         
                ---------------------------------------------------------------------------------------------------------
                Address

                                                                                                                         
                ---------------------------------------------------------------------------------------------------------
                City, State and ZIP Code

SUBSTITUTE
                                                                                                                         
                ---------------------------------------------------------------------------------------------------------

FORM W-9

Department         List account number(s) here (optional)
of the Treasury
                                                                                                                         
                ---------------------------------------------------------------------------------------------------------

Internal Revenue Service

                PART 1--PLEASE PROVIDE YOUR TAXPAYER                       Social
                IDENTIFICATION NUMBER ("TIN") IN THE BOX                   Security
                AT RIGHT AND CERTIFY BY SIGNING AND                        Number or
                DATING BELOW                                               TIN

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

                PART 2--Check the box if you are NOT subject to backup withholding under the provisions of section
                3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject
                to backup withholding as a result of failure to report all interest or dividends or (2) the Internal
                Revenue Service has notified you that you are no longer subject to backup withholding.
                [__]
                                                                                                                         
-------------------------------------------------------------------------------------------------------------------------

                CERTIFICATION--UNDER THE PENALTIES OF
                PERJURY, I CERTIFY THAT THE INFORMATION            PART 3--
                PROVIDED ON THIS FORM IS TRUE, CORRECT
                AND COMPLETE.
                                                                                    Awaiting
                SIGNATURE                             DATE                                  TIN [  ]
                          ------------------------         ----------------------                --   

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





                                       7
<PAGE>   8
                     INSTRUCTIONS TO LETTER OF TRANSMITTAL

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

       1.       DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.  A
properly completed and duly executed copy of this Letter of Transmittal,
including Substitute Form W-9, and any other documents required by this Letter
of Transmittal must be received by the Exchange Agent at its address set forth
herein, and either certificates for Tendered Notes must be received by the
Exchange Agent at its address set forth herein or such Tendered Notes must be
transferred pursuant to the procedures for book-entry transfer described in the
Prospectus under the caption "Exchange Offer-Procedures for Tendering" (and a
confirmation of such transfer received by the Exchange Agent), in each case
prior to 5:00 p.m., New York time, on the Expiration Date.  The method of
delivery of certificates for Tendered Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the tendering holder and the delivery will be deemed made only when actually
received by the Exchange Agent.  If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended.  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
timely delivery.  No Letter of Transmittal or Old Notes should be sent to the
Company.  Neither the Issuer nor the registrar is under any obligation to
notify any tendering holder of the Issuer's acceptance of Tendered Notes prior
to the closing of the Exchange Offer.

       2.       GUARANTEED DELIVERY PROCEDURES.  Holders who wish to tender
their Old Notes but whose Old Notes are not immediately available, and 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
must tender their Old Notes according to the guaranteed delivery procedures set
forth below, including completion of Box 4. Pursuant to such procedures: (i)
such tender must be made by or through a firm which is a member of a recognized
Medallion Program approved by the Securities Transfer Association Inc. (an
"Eligible Institution") and the Notice of Guaranteed Delivery must be signed by
the holder; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the holder and the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by mail or hand delivery) setting
forth the name and address of the holder, the certificate number(s) of the
Tendered Notes and the principal amount of Tendered Notes, stating that the
tender is being made thereby and guaranteeing that, within five New York Stock
Exchange trading days after the Expiration Date, this Letter of Transmittal
together with the certificates representing the Old Notes and any other
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal, as well as all other documents required by this Letter of
Transmittal and the certificate(s) representing all Tendered Notes in proper
form for transfer, must be received by the Exchange Agent within five New York
Stock Exchange trading days after the Expiration Date.  Any holder 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 relating to such Old Notes prior to 5:00 p.m., New York time, on the
Expiration Date.  Failure to complete the guaranteed delivery procedures
outlined above will not, of itself, affect the validity or effect a revocation
of any Letter of Transmittal form properly completed and executed by an
Eligible Holder who attempted to use the guaranteed delivery process.

       3.       BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS.  Only a
holder in whose name Tendered Notes are registered on the books of the
registrar (or the legal representative or attorney-in-fact of such registered
holder) may execute and deliver this Letter of Transmittal.  Any Beneficial
Owner of Tendered Notes who is not the registered holder must arrange promptly
with the registered holder to execute and deliver this Letter of Transmittal on
his or her behalf through the execution and delivery to the registered holder
of the Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner form accompanying this Letter of Transmittal.

       4.       PARTIAL TENDERS.  Tenders of Old Notes will be accepted only in
integral multiples of $1,000 in principal amount.  If less than the entire
principal amount of Old Notes held by the holder is tendered, the tendering
holder should fill in the principal amount tendered in the column labeled
"Aggregate Principal Amount Tendered" of the box entitled "Description of Old
Notes Tendered" (Box 1) 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 held by
the holder is not tendered, then Old Notes for the principal amount of Old
Notes not





                                       8
<PAGE>   9
tendered and Exchange Notes issued in exchange for any Old Notes tendered and
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, as soon as practicable following the Expiration Date.

       5.       SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.  If this Letter of Transmittal is signed
by the registered holder(s) of the Tendered Notes, the signature must
correspond with the name(s) as written on the face of the Tendered Notes
without alteration, enlargement or any change whatsoever.

       If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.  If any Tendered
Notes are held in different names, it will be necessary to complete, sign and
submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Notes are held.

       If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Notes, and Exchange Notes issued in exchange therefor are to be issued
(and any untendered principal amount of Old Notes is to be reissued) in the
name of the registered holder(s), then such registered holder(s) need not and
should not endorse any Tendered Notes, nor provide a separate bond power.  In
any other case, such registered holder(s) must either properly endorse the
Tendered Notes or transmit a properly completed separate bond power with this
Letter of Transmittal, with the signature(s) on the endorsement or bond power
guaranteed by an Eligible Institution.

       If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Notes, such Tendered Notes must be
endorsed or accompanied by appropriate bond powers, in each case, signed as the
name(s) of the registered holder(s) appear(s) on the Tendered Notes, with the
signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution.

       If this Letter of Transmittal or any Tendered 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 Issuer, evidence satisfactory to the Issuer of their authority to so act
must be submitted with this Letter of Transmittal.

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

       Signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution unless the Tendered Notes are tendered (i) by a registered
holder who has not completed the box set forth herein entitled "Special
Delivery Instructions" (Box 3) or (ii) by an Eligible Institution.

       6.       SPECIAL DELIVERY INSTRUCTIONS.  Tendering holders should
indicate, in the applicable box (Box 3), the name and address to which the
Exchange Notes and/or substitute Old Notes for principal amounts not tendered
or not accepted for exchange are to be 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 Issuer will pay all transfer taxes, if
any, applicable to the exchange of Tendered Notes pursuant to the Exchange
Offer.  If, however, a transfer tax is imposed for any reason other than the
transfer and exchange of Tendered Notes pursuant to the Exchange Offer, then
the amount of any such transfer taxes (whether imposed on the registered holder
or on any other person) 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 Tendered Notes listed in this Letter
of Transmittal.





                                       9
<PAGE>   10
       8.       TAX IDENTIFICATION NUMBER.  Federal income tax law requires
that the holder(s) of any Tendered Notes which are accepted for exchange must
provide the Issuer (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 Issuer is not provided with the correct TIN,
the Holder may be subject to backup withholding and a $50 penalty imposed by
the 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.

       To prevent backup withholding, each holder of Tendered Notes 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 Tendered Notes are registered in more than one
name or are not in the name of the actual owner, consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.

       The Issuer reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Issuer's obligation regarding backup
withholding.

       9.       VALIDITY OF TENDERS.  All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
Notes will be determined by the Issuer in its sole discretion, which
determination will be final and binding.  The Issuer reserves the right to
reject any and all Old Notes not validly tendered or any Old Notes the Issuer's
acceptance of which would, in the opinion of the Issuer or their counsel, be
unlawful.  The Issuer also reserves the right to waive any conditions of the
Exchange Offer or defects or irregularities in tenders of Old Notes as to any
ineligibility of any holder who seeks to tender Old Notes in the Exchange
Offer.  The interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) by the
Issuer 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 Issuer shall determine.  Neither the Issuer, the Exchange
Agent nor any other person shall be under any duty to give notification of
defects or irregularities with respect to tenders of Old Notes, nor shall any
of them incur any liability for failure to give such notification.  Tenders of
Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived.  Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.

       10.      WAIVER OF CONDITIONS.  The Company reserves the absolute right
to amend, waive or modify any of the conditions in the Exchange Offer in the
case of any Tendered Notes.

       11.      NO CONDITIONAL TENDER.  No alternative, conditional, irregular,
or contingent tender of Old Notes or transmittal of this Letter of Transmittal
will be accepted.

       12.      MUTILATED, LOST, STOLEN OR DESTROYED NOTES.  Any tendering
Holder whose Old Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated herein for further
instructions.

       13.      REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Questions and
requests for assistance and requests for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the address
indicated herein.  Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.

       14.      ACCEPTANCE OF TENDERED NOTES AND ISSUANCE OF EXCHANGE NOTES;
RETURN OF OLD NOTES.  Subject to the terms and conditions of the Exchange
Offer, the Issuer will accept for exchange all validly tendered Old Notes as
soon as practicable after the Expiration Date and will issue Exchange Notes
therefor as soon as practicable thereafter.  For purposes of the Exchange
Offer, the Issuer shall be deemed to have accepted tendered Old





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Notes when, as and if the Issuer has given written or oral notice (immediately
followed in writing) thereof to the Exchange Agent.  If any Tendered Notes are
not exchanged pursuant to the Exchange Offer for any reason, such unexchanged
Old Notes will be returned, without expense, to the undersigned at the address
shown in Box 1 or at a different address as may be indicated herein under
"Special Delivery Instructions" (Box 3).

       15.      WITHDRAWAL.  Tenders may be withdrawn only pursuant to the
procedures set forth in the Prospectus under the caption "The Exchange Offer."





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