Exhibit (a)(8)

HURCO COMPANIES, INC.
LETTER OF TRANSMITTAL
to Accompany
Shares of Common Stock of Hurco Companies, Inc.
Tendered Pursuant to the Offer to Purchase
Dated June 3, 2003

THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2003, UNLESS
EXTENDED OR EARLIER TERMINATED

The Information Agent is:

INNISFREE M&A INCORPORATED

Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll Free: (888) 750-5834

The Depositary for the Offer is:

EQUISERVE TRUST COMPANY, N.A.

By Mail: Overnight Courier: In Person By Hand Only:
EquiServe Trust Company EquiServe Trust Company Securities Transfer & Reporting Services
P.O. Box 43014 150 Royall Street 100 Williams Street, Galleria
Providence RI 02940-3014 Canton MA 02021 New York NY 10038
Attention: Corporate Actions Attention: Corporate Actions
By Facsimile Transmission:
(for Eligible Institutions only)
(781) 575-2901

Confirm Facsimile Transmission
by Telephone:
(877) 282-1168

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

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DESCRIPTION OF SHARES TENDERED
(USE ADDITIONAL SHEET IF NECESSARY)
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Name* and Address** Certificate Common Number of
of Registered Owner Numbers* Stock Shares***
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------------------ -------------- ----------------

Total: Total:
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* Name(s) should be exactly as name(s) appears on the stock certificate.
Check will be payable to this name unless Special Payment Instructions are
completed.

** Address should be current address to which check is to be sent, unless
Special Delivery Instructions are completed.

*** Since this Offer is open only to odd-lot shareholders tendering all shares
beneficially owned by them, it will be assumed that all Shares evidenced by
certificates accompanied by this Letter of Transmittal are being tendered.
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NY2:\1263003\04\R2JF04!.DOC\53459.0004

This Letter of Transmittal is to be used only if certificates are to
be forwarded herewith. If you have questions regarding your eligibility to
participate in the Offer, please contact EquiServe Trust Company, N.A., our
Depositary, at (877) 282-1168 (toll free). All other questions should be
directed to Innisfree M&A Incorporated, our Information Agent, at (212) 750-5833
(toll free: (888) 750-5834).

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

Ladies and Gentlemen:

The undersigned hereby tenders to Hurco Companies, Inc., an Indiana
corporation ("Hurco"), the enclosed and/or below-described shares of its common
stock (the "Shares") pursuant to Hurco's offer to purchase Shares at $3.35 per
Share, net to the seller in cash, upon the terms and subject to the conditions
of the Offer to Purchase dated June 3, 2003 (the "Offer to Purchase"), of which
the undersigned acknowledges receipt, and this Letter of Transmittal (which
together with the Offer to Purchase constitute the "Offer").

Subject to, and effective upon, acceptance for payment of any or all of the
Shares tendered with this Letter, in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of, Hurco
all right, title and interest in and to all the Shares that are being tendered
hereby that are accepted for payment and all distributions and rights in respect
to such shares after the date hereof. Hurco's acceptance of any Shares from the
undersigned will constitute a binding agreement between the undersigned and
Hurco upon the terms and subject to the conditions of the Offer. All obligations
of the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.

The undersigned hereby irrevocably constitutes and appoints the
depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to the Shares, with full power of substitution, such power of
attorney being deemed to be an irrevocable power coupled with an interest, to
(a) deliver certificates for the Shares, together, in any case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Hurco upon receipt by the depositary, as the undersigned's agent of the purchase
price with respect to the Shares, (b) present certificates for the Shares for
cancellation and transfer on the books of Hurco, and (c) receive all benefits
and otherwise exercise all rights of beneficial ownership of the Shares, all in
accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned
was the beneficial owner as of the close of business on June 2, 2003, and will
continue to be the beneficial owner as of the expiration date, of an aggregate
of 99 or fewer Shares, all of which are being tendered. The undersigned further
represents and warrants that the undersigned has full power and authority to
tender, sell, assign and transfer the Shares tendered hereby, that when any of
such Shares are accepted for payment by Hurco, Hurco will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and that none of the Shares will be
subject to any adverse claim. The undersigned will, upon request, execute and
deliver any additional documents deemed by the depositary or Hurco to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.

The undersigned hereby represents that the undersigned holds a
net-long position in our common stock equal to the number of tendered Shares and
that the undersigned owns the tendered Shares free and clear of any liens or
other encumbrances. The undersigned recognizes that it is a violation of federal
securities laws for anyone to tender Shares unless, at the time of tender and at
the expiration date (including any extensions), the tendering person (1) has a
net-long position equal to or greater than the number of Shares tendered and (2)
will deliver, or cause to be delivered, the Shares in accordance with the terms
of the tender offer.

The undersigned recognizes that Hurco may terminate or amend the
Offer or may postpone the acceptance for payment of, or the payment for, Shares
tendered or may not be required to purchase any of the Shares tendered hereby.
The undersigned also recognizes that Hurco reserves the right to reject any and
all tenders of any Shares that Hurco determines are not in proper form or are
made by persons not eligible to participate in the Offer.

Unless otherwise indicated under "Special Payment Instructions,"
please issue the check for the purchase price of any Shares purchased in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of any
Shares purchased, and accompanying documents, as appropriate, to the undersigned
at the address shown below the undersigned's signature(s). In the event that
both "Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the purchase price of any Shares in the
name(s) of, and mail said check to, the person(s) so indicated.

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SPECIAL PAYMENT SPECIAL DELIVERY
INSTRUCTIONS INSTRUCTIONS

To be completed ONLY if the check for the purchase price of Shares To be completed ONLY if the check for purchase
purchased is to be issued in the name of someone other than the price of Shares purchased to be mailed to someone
registered owner appealing on the label. other than the undersigned at an address other than
that shown below the undersigned signature(s).

Issue check to:
Mail check to:
Name:_____________________________________________________
(Please Print) Name:_____________________________________________________
(Please Print)

Address:__________________________________________________
___________________________________________________________

___________________________________________________________ _________________________________________________
(Include Zip Code)
_________________________________________________
___________________________________________________________ (Include Zip Code)

___________________________________________________________ _________________________________________________
(Taxpayer Identification or Social Security
Number) _________________________________________________
(Taxpayer Identification or Social Security
Number)
(Such person(s) must properly complete the Form W-9 herein, a
Form W-8BEN, a Form W-8ECI or a Form W-8IMY, as applicable) (Such person(s) must properly complete the Form
W-9 herein, a Form W-8BEN, a Form W-8ECI or a
Form W-8IMY, as applicable)
If this section applies, you must have your
signature guaranteed. See "Guarantee of If this section applies, you must have your
Signature(s)" on the following page. signature guaranteed. See "Guarantee of
Signature(s)" on the following page.

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IMPORTANT SIGN HERE

This Letter of Transmittal must be signed by registered holder(s) exactly as
name(s) appear(s) on stock certificate(s) or on a security position listing or
by person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 4.

IF THE SIGNATURE APPEARING BELOW IS NOT OF THE REGISTERED HOLDER(S),
THEN THE REGISTERED HOLDER(S) MUST SIGN A PROXY, WHICH SIGNATURE MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION. THE CONSENT PROXY SHOULD ACCOMPANY THIS
LETTER OF TRANSMITTAL.

X_______________________________________________________________________________

X_______________________________________________________________________________
Signature(s) of Owner(s) or Authorized Signatory

Dated:__________________________, 2003

Name(s):________________________________________________________________________

________________________________________________________________________________
(Please Print)

Capacity:_______________________________________________________________________

Address:________________________________________________________________________
(Including Zip Code)

Area Code and Telephone No.:____________________________________________________

Tax Identification or Social Security No.:______________________________________

IMPORTANT: COMPLETE FORM W-9 HEREIN OR APPLICABLE FORM W-8

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 1 AND 4 BELOW)

________________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)

________________________________________________________________________________
(Address (including zip code) and Telephone Number
(including area code) of Firm)

________________________________________________________________________________
(Authorized Signature)

________________________________________________________________________________
(Title)

Date:__________________, 2003

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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is an
eligible institution because it is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or by a
commercial bank, a trust company, a savings bank, a savings and loan association
or a credit union which has membership in an approved signature guarantee
medallion program. Signatures on this Letter of Transmittal need not be
guaranteed (a) if this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered herewith and such holder(s) have not completed
the box entitled "Special Payment Instructions or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (b) if the Shares are
tendered for the account of an eligible institution.

2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used if certificates are to be forwarded herewith.
Certificates evidencing all physically tendered Shares, as well as a properly
completed and duly executed Letter of Transmittal and any other documents
required by this Letter of Transmittal, must be received by the depositary prior
to the expiration date (as defined in the Offer to Purchase). If certificates
are forwarded to the depositary in multiple deliveries, a properly completed and
duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this Letter of Transmittal, certificate(s)
and all other required documents is at the option and risk of the tendering
shareholder, and the delivery will be deemed made only when actually received by
the depositary.

If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted.
By execution of this Letter of Transmittal, all tendering shareholders waive any
right to receive any notice of the acceptance of their Shares for payment.

3. INADEQUATE SPACE. If the space provided in any part of this Letter
of Transmittal is inadequate, any further information may be listed on a
separate schedule and attached hereto.

4. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWER AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever.

If any Shares tendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.

If this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, no endorsements of certificates or separate stock
powers are required.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such certificate(s). Signatures on such
certificate(s) and stock powers must be guaranteed by an eligible institution.

If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Hurco of such persons authority so to act must be submitted.

5. STOCK TRANSFER TAXES. Except as otherwise provided in this
Instruction 5, Hurco will pay all stock transfer taxes with respect to the sale
and transfer of any Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made to
a person other than the registered holder(s), the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased, unless evidence
satisfactory to Hurco of the payment of such taxes, or exemption therefrom, is
submitted. Except as provided in this Instruction 5, it will not be necessary
for transfer tax stamps to be affixed to the certificates evidencing the Shares
tendered hereby.

6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the
purchase price of any Shares tendered herewith is to be issued in the name of a
person other than the person(s) signing this Letter of Transmittal or if such
check is to be sent to someone other than the person(s) signing this Letter of
Transmittal or to the person(s) signing this Letter of Transmittal but at an
address other than the address of the registered holder, the appropriate
sections of this Letter of Transmittal entitled "Special Payment Instructions"
and/or "Special Delivery Instructions" must be completed.

7. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions or requests for assistance may be directed to Innisfree M&A
Incorporated, the Information Agent, at (212) 750-5833 (toll free: (888)
750-5834). Requests for additional copies of the Offer to Purchase, this Letter
of Transmittal or other tender offer materials should be directed to the
Information Agent and copies will be furnished promptly at Hurco's expense.
Stockholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning this Offer.

8. LOST, DESTROYED OR STOLEN CERTIFICATES. If you have lost,
misplaced or destroyed your certificates for all or part of your Shares, please
call the depositary toll free at (877) 282-1168 for instructions on submitting a
lost share affidavit and a fee for a surety bond in lieu of submitting the lost,
misplaced or destroyed certificates.

9. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Each
tendering stockholder is required to provide the depositary with the
stockholder's correct taxpayer identification number ("TIN"), generally the
stockholder's social security or federal employee identification number, on Form
W-9, which is provided under "Important Tax Information" below, or
alternatively, to establish another basis for exemption from backup withholding.
A stockholder must cross out item (2) in the Certification box on Form W-9 if
the stockholder is subject to backup withholding. In addition to potential
penalties, failure to provide the correct information on the form may subject
the tendering stockholder to 28% federal income tax backup withholding on the
payments made to the stockholder or other payee with respect to Shares purchased
pursuant to the Offer. A stockholder shall write "applied for" in the space
provided in Part I of the form and complete the attached Certificate of Awaiting
Taxpayer Identification Number if the tendering stockholder has not been issued
a TIN and has applied for a TIN or intends to apply for a TIN in the near
future. In such case, the depositary will withhold 28% of all such payments
until a TIN is provided to the depositary, and if the depositary is not provided
with a TIN within 60 days, such amounts will be paid over to the Internal
Revenue Service. A stockholder who writes "applied for" in Part I in lieu of
furnishing his or her TIN should furnish his or her TIN as soon as it is
received. A tendering stockholder that is not a United States person may qualify
as exempt from backup withholding tax by submitting to the depositary a properly
completed Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (which the
depositary will provide upon request) signed under penalty of perjury, attesting
to that stockholder's exempt status.

10. IRREGULARITIES. All questions as to the purchase price, the form
of the documents, and the validity, eligibility, including time of receipt, and
acceptance of any tender of Shares will be determined by Hurco, in its sole

discretion, and its determination shall be final and binding. Hurco reserves the
absolute right to reject any or all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for Shares that may,
in the opinion of Hurco's counsel, be unlawful. Except as otherwise provided in
the Offer to Purchase, Hurco also reserves the absolute right to waive any of
the conditions to the offer or any defect or irregularity in any tender of
Shares and Hurco's interpretation of the terms and conditions of the Offer,
including these instructions, shall be final and binding. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as Hurco shall determine. None of Hurco, the depositary, or any other
person shall be under any duty to give notice of any defect or irregularity in
tenders, nor shall any of them incur any liability for failure to give any such
notice. Tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived.

IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATE(S)
AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR
TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered
Shares are accepted for payment is required to provide the depositary with such
stockholder's correct TIN on the Form W-9 herein or otherwise establish a basis
for exemption from backup withholding. If the stockholder is an individual, the
TIN is his or her social security number. If the depositary is not provided with
the correct TIN or an adequate basis for exemption, payment made to the
stockholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding and the stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service.

Certain stockholders, including, among others, corporations and
certain foreign persons, are not subject to these backup withholding and
reporting requirements. Exempt stockholders should indicate their exempt status
on Form W-9. A foreign person may qualify as an exempt recipient, by submitting
to the depositary a properly completed Internal Revenue Service Form W-8BEN,
Form W-8ECI or Form W-8IMY, as applicable, instead of a Form W 9, signed under
penalties of perjury, attesting to that stockholder's exempt status. A Form
W-8BEN, Form W-8ECI or Form W 8IMY, as applicable can be obtained from the
depositary. See the "Internal Revenue Service Form W 9 -- Request For Taxpayer
Identification Number and Certification" below for additional instructions.
Stockholders are urged to consult their own tax advisors to determine whether
they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the depositary is required to withhold
28% of any payments paid to the stockholder or other payee. Backup withholding
is not an additional federal income tax. If the required information is
furnished to the Internal Revenue Service in a timely manner, the federal income
tax liability of persons subject to backup withholding may be reduced by the
amount of tax withheld, and, if withholding results in an overpayment of taxes,
a refund may be obtained from the Internal Revenue Service.

PURPOSE OF FORM W-9

To prevent backup withholding on any payments with respect to Shares
purchased pursuant to the Offer, the stockholder is required to provide the
depositary with (1) the stockholder's correct TIN by completing the form below,
certifying (x) that the TIN provided on Form W-9 is correct, or that the
stockholder is awaiting a TIN, (y) and that (A) the stockholder is exempt from
backup withholding, (B) the stockholder has not been notified by the Internal
Revenue Service that the stockholder is subject to backup withholding as a
result of failure to report all interest or dividends or (C) the Internal
Revenue Service has notified the stockholder that the stockholder is no longer
subject to backup withholding, and (z) that the stockholder is a U.S. person
(including a U.S. resident alien), or (2) if applicable, an adequate basis for
exemption.

WHAT NUMBER TO GIVE THE DEPOSITARY

The stockholder is required to give the depositary the TIN (e.g.,
social security number or employer identification number) of the registered
stockholder. If the Shares are held in more than one name or are not held in the
name of the actual owner, consult the "Internal Revenue Service Form W 9 --
Request For Taxpayer Identification Number and Certification" below for
additional guidance on which number to report. If the tendering shareholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, such stockholder should write "Applied For" in the
space provided for the TIN in Part 1, sign and date the Form W-9, and complete
the Certificate of Awaiting Taxpayer Identification Number below in order to
avoid backup withholding. Notwithstanding that "Applied For" is written in Part
1 and the Certificate of Awaiting Taxpayer Identification Number is completed,
the Depositary will withhold 28% on all payments made prior to the time a
properly certified TIN is provided to the Depositary and if the Depositary is
not provided with a TIN within 60 days following such payment, such amounts will
be paid over to the Internal Revenue Service.

Form W-9
(Rev. January 2003)
REQUEST FOR TAXPAYER GIVE FORM TO THE
Department of the Treasury IDENTIFICATION NUMBER AND CERTIFICATION REQUESTER. DO NOT
Internal Revenue Service SEND TO THE IRS.
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PRINT OR TYPE
See SPECIFIC INSTRUCTIONS on page 2.
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Name
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Business name, if different from above
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Individual/ Exempt from backup
Check appropriate box: [ ] Sole proprietor [ ] Corporation [ ] Partnership [ ]Other - [ ] withholding
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Address (number, street, and apt. or suite no.) Requester's name and Address (optional)
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City, state, and ZIP code
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List account number(s) here (optional)
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PART I TAXPAYER IDENTIFICATION NUMBER (TIN)
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Enter your TIN in the appropriate box. For individuals, this is your social SOCIAL SECURITY NUMBER
security number (SSN). PROPRIETOR, OR DISREGARDED ENTITY, SEE THE PART I
INSTRUCTIONS ON PAGE ployer identification number (EIN). If you do not have a - - - / - -/- - - -
number, see HOW TO GET A TIN on page 3.Enter your TIN in the appropriate box.
For individuals, this is your social security number (SSN). PROPRIETOR, OR
DISREGARDED ENTITY, SEE THE PART I INSTRUCTIONS ON PAGE ployer identification
number (EIN). If you do not have a number, see HOW TO GET A TIN on page 3.

NOTE: If the account is in more than one name, see the chart on page 4 for EMPLOYER IDENTIFICATION NUMBER
guidelines on whose number to enter
- -/ - - - - - - -

PART II CERTIFICATION
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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), AND

2. I am not subject to backup withholding 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).

CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For
real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally,
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN. (See the instructions on
page 4.)
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SIGN HERE SIGNATURE OF
U.S. PERSON - DATE:
- ------------ -------------------------------------------------------------------
PURPOSE OF FORM

A person who is required to file an information return with the IRS, must obtain
your correct taxpayer identification number (TIN) to report, for example, income
paid to you, real estate transactions, mortgage interest you paid, acquisition
or abandonment of secured property, cancellation of debt, or contributions you
made to an IRA.

U.S. PERSON. Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the requester)
and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for
a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt
payee.

NOTE: If a requester gives you a form other than Form W-9 to request your TIN,
you must use the requester's form if it is substantially similar to this Form
W-9.

FOREIGN PERSON. If you are a foreign person, use the appropriate Form W-8 (see
PUB. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

NONRESIDENT ALIEN WHO BECOMES A RESIDENT ALIEN. Generally, only a nonresident
alien individual may use the terms of a tax treaty to reduce or eliminate U.S.
tax on certain types of income. However, most tax treaties contain a provision
known as a "saving clause." Exceptions specified in the saving clause may permit
an exemption from tax to continue for certain types of income even after the
recipient has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in
the saving clause of a tax treaty to claim an exemption from U.S. tax on certain
types of income, you must attach a statement that specifies the following five
items:

1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from
tax.

5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.

EXAMPLE. Article 20 of the U.S.-China income tax treaty allows an exemption from
tax for scholarship income received by a Chinese student temporarily present in
the United States. Under U.S. law, this student will become a resident alien for
tax purposes if his or her stay in the United States exceeds 5 calendar years.

However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April
30, 1984) allows the provisions of Article 20 to continue to apply even after
the Chinese student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
protocol) and is relying on this exception to claim an exemption from tax on his
or her scholarship or fellowship income would attach to Form W-9 a statement
that includes the information described above to support that exemption.

If you are a NONRESIDENT ALIEN OR A FOREIGN ENTITY not subject to backup
withholding, give the requester the appropriate completed Form W-8.

WHAT IS BACKUP WITHHOLDING? Persons making certain payments to you must under
certain conditions withhold and pay to the IRS 30% of such payments (29% AFTER
December 31, 2003; 28% AFTER December 31, 2005). This is called "backup
withholding." Payments that may be subject to backup withholding include
interest, dividends, broker and barter exchange transactions, rents, royalties,
nonemployee pay, and certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.

You will NOT be subject to backup withholding on payments you receive if you
give the requester your correct TIN, make the proper certifications, and report
all your taxable interest and dividends on your tax return.

PAYMENTS YOU RECEIVE WILL BE SUBJECT TO BACKUP WITHHOLDING IF:

1. You do not furnish your TIN to the requester, or

2. You do not certify your TIN when required (see the Part II
instructions on page 4 for details), or

3. The IRS tells the requester that you furnished an incorrect TIN, or

4. The IRS tells you that you are subject to backup withholding because
you did not report all your interest and dividends on your tax return
(for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend
accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding.
See the instructions below and the separate INSTRUCTIONS FOR THE
REQUESTER OF FORM W-9.

PENALTIES

FAILURE TO FURNISH TIN. If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.

CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.

CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.

MISUSE OF TINS. If the requester discloses or uses TINs in violation of Federal
law, the requester may be subject to civil and criminal penalties.

SPECIFIC INSTRUCTIONS

NAME
If you are an individual, you must generally enter the name shown on your social
security card. However, if you have changed your last name, for instance, due to
marriage without informing the Social Security Administration of the name
change, enter your first name, the last name shown on your social security card,
and your new last name.

If the account is in joint names, list first, and then circle, the name of
the person or entity whose number you entered in Part I of the form.

SOLE PROPRIETOR. Enter your INDIVIDUAL name as shown on your social security
card on the "Name" line. You may enter your business, trade, or "doing business
as (DBA)" name on the "Business name" line.

LIMITED LIABILITY COMPANY (LLC). If you are a single-member LLC (including a
foreign LLC with a domestic owner) that is disregarded as an entity separate
from its owner under Treasury regulations section 301.7701-3, ENTER THE OWNER'S
NAME ON THE "NAME" LINE. Enter the LLC's name on the "Business name" line.

OTHER ENTITIES. Enter your business name as shown on required Federal tax
documents on the "Name" line. This name should match the name shown on the
charter or other legal document creating the entity. You may enter any business,
trade, or DBA name on the "Business name" line.

NOTE: You are requested to check the appropriate box for your status
(individual/sole proprietor, corporation, etc.).

EXEMPT FROM BACKUP WITHHOLDING

If you are exempt, enter your name as described above and check the appropriate
box for your status, then check the "Exempt from backup withholding" box in the
line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends.

NOTE: If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding.

EXEMPT PAYEES. Backup withholding is NOT REQUIRED on any payments made to the
following payees:

1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2);

2. The United States or any of its agencies or instrumentalities;

3. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities;

4. A foreign government or any of its political subdivisions, agencies,
or instrumentalities; or

5. An international organization or any of its agencies or
instrumentalities. Other payees that MAY BE EXEMPT from backup
withholding include:

6. A corporation;

7. A foreign central bank of issue;

8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States;

9. A futures commission merchant registered with the Commodity Futures
Trading Commission;

10. A real estate investment trust;

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

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

13. A financial institution;

14. A middleman known in the investment community as a nominee or
custodian; or

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

The chart below shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt recipients listed above, 1 through
15.
- ------------------------------------ ----------------------------------
IF THE PAYMENT IS FOR . . . THEN THE PAYMENT IS EXEMPT FOR .
. .
- ------------------------------------ ----------------------------------
Interest and dividend payments All exempt recipients except
FOR 9
- ------------------------------------ ----------------------------------
Broker transactions Exempt recipients 1 through 13.
Also, a person registered under
the Investment Advisers Act of
1940 who regularly acts as a
broker
- ------------------------------------ ----------------------------------
Barter exchange transactions and Exempt recipients 1 through 5
patronage dividends
- ------------------------------------ ----------------------------------
Payments over $600 required to be Generally, exempt recipients 1
reported and direct sales over through 7(2)
$5,0001
- ------------------------------------ ----------------------------------

1 See FORM 1099-MISC, Miscellaneous Income, and its instructions.

2 However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are NOT EXEMPT from backup
withholding: medical and health care payments, attorneys' fees; and payments for
services paid by a Federal executive agency.

PART I. TAXPAYER IDENTIFICATION NUMBER (TIN)

ENTER YOUR TIN IN THE APPROPRIATE BOX. If you are a RESIDENT ALIEN and you do
not have and are not eligible to get an SSN, your TIN is your IRS individual
taxpayer identification number (ITIN). Enter it in the social security number
box. If you do not have an ITIN, see HOW TO GET A TIN below.

If you are a SOLE PROPRIETOR and you have an EIN, you may enter either your
SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-owner LLC that is disregarded as an entity separate from
its owner (see LIMITED LIABILITY COMPANY (LLC) on page 2), enter your SSN (or
EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the
entity's EIN.

NOTE: See the chart on page 4 for further clarification of name
and TIN combinations.

HOW TO GET A TIN. If you do not have a TIN, apply for one immediately. To apply
for an SSN, get FORM SS-5, Application for a Social Security Card, from your
local Social Security Administration office or get this form on-line at
WWW.SSA.GOV/ONLINE/SS5.HTML. You may also get this form by calling
1-800-772-1213. Use FORM W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or FORM SS-4, Application for
Employer Identification Number, to apply for an EIN. You can get Forms W-7 and
SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web
Site at WWW.IRS.GOV.

If you are asked to complete Form W-9 but do not have a TIN, write "Applied
For" in the space for the TIN, sign and date the form, and give it to the
requester. For interest and dividend payments, and certain payments made with
respect to readily tradable instruments, generally you will have 60 days to get
a TIN and give it to the requester before you are subject to backup withholding
on payments. The 60-day rule does not apply to other types of payments. You will
be subject to backup withholding on all such payments until you provide your TIN
to the requester.

NOTE: Writing "Applied For" means that you have already applied for a TIN OR
that you intend to apply for one soon.

CAUTION: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.

PART II. CERTIFICATION
To establish to the withholding agent that you are a U.S. person, or resident
alien, sign Form W-9. You may be requested to sign by the withholding agent even
if items 1, 3, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign
(when required). Exempt recipients, see EXEMPT FROM BACKUP WITHHOLDING on page
2.
SIGNATURE REQUIREMENTS. Complete the certification as indicated in 1 through
5 below.

1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984
AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You must give your
correct TIN, but you do not have to sign the certification.

2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER
1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must
sign the certification or backup withholding will apply. If you are
subject to backup withholding and you are merely providing your
correct TIN to the requester, you must cross out item 2 in the
certification before signing the form.

3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may
cross out item 2 of the certification.

4. OTHER PAYMENTS. You must give your correct TIN, but you do not have to
sign the certification unless you have been notifiedthat you have
previously given an incorrect TIN. "Other payments" include payments
made in the course of the requester's trade or business for rents,
royalties, goods (other than bills for merchandise), medical and
health care services (including payments to corporations), payments to
a nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys (including
payments to corporations).

5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, CANCELLATION OF DEBT, QUALIFIED TUITION PROGRAM PAYMENTS
(UNDER SECTION 529), IRA OR ARCHER MSA CONTRIBUTIONS OR DISTRIBUTIONS,
AND PENSION DISTRIBUTIONS. You must give your correct TIN, but you do
not have to sign the certification.

WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- ----------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
- --------------------------------------- -------------------------------
1. Individual The individual

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

3. Custodian account of a minor The minor (2)
(Uniform Gift to Minors Act)

4. a. The usual revocable savings The grantor-trustee (1)
(grantor is also trustee)

b. So-called trust account that The actual owner (1)
is not a legal or valid
trust under state law

5. Sole proprietorship or The owner (3)
single-owner LLC
- --------------------------------------- -------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF:
- --------------------------------------- -------------------------------
6. Sole proprietorship or The owner (3)
single-owner LLC

7. A valid trust, estate, or Legal entity (4)
pension trust

8. Corporate or LLC electing The corporation
corporate status on Form 8832

9. Association, club, religious, The organization
charitable, educational, or
other tax-exempt organization

10. Partnership or multi-member LLC The partnership

11. A broker or registered nominee The broker or nominee

12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state
or local government, school
district, or prison) that
receives agricultural program
payments
- --------------------------------------- -------------------------------

(1) List first and circle the name of the person whose number you furnish.If
only one person on a joint account has an SSN, that person's number must be
furnished.

(2) Circle the minor's name and furnish the minor's SSN.

(3) YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also enter your business or
"DBA" name. You may use either your SSN or EIN (if you have one). 4 List
first and circle the name of the legal trust, estate, or pension trust. (Do
not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.) NOTE: If no
name is circled when more than one name is listed, the number will be
considered to be that of the first name listed.

- --------------------------------------------------------------------------------
PRIVACY ACT NOTICE

Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest you
paid, the acquisition or abandonment of secured property, cancellation of debt,
or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return. The
IRS may also provide this information to the Department of Justice for civil and
criminal litigation, and to cities, states, and the District of Columbia to
carry out their tax laws. We may also disclose this information to other
countries under a tax treaty, or to Federal and state agencies to enforce
Federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 30% of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.

YOU SHOULD COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED
FOR" IN PART 1 OF FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Officer or (2) I intend to mail
or deliver an application in the near future. I understand that, notwithstanding
the information I provided in part II of the Form W-9 (and the fact that I have
completed the Certificate of Awaiting Taxpayer Identification Number), if I fail
to provide a Taxpayer Identification Number to the Depositary by the time of
payment, 30% of all reportable payments made to me thereafter will be withheld,
and if I fail to provide a certified Taxpayer Identification Number to the
Depositary within sixty (60) days, such amounts will be paid over to the
Internal Revenue Service.
- --------------------------------------------------------------------------------

SIGNATURE ______________________________ DATE ___________ ___, 2003

NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP
WITHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE "INTERNAL REVENUE SERVICE" FORM W-9-REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER AND CERTIFICATION ABOVE FOR ADDITIONAL DETAILS.