FORM OF LETTER OF TRANSMITTAL
TO EXCHANGE SHARES

OF THE 5% DELAYED CONVERTIBLE
PREFERRED STOCK ("5% PREFERRED STOCK")

CD RADIO INC.

- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
____________, 1997 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 5%
PREFERRED STOCK MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

To tender, this Letter of Transmittal should be delivered only to:

IBJ Schroder Bank & Trust Company, Exchange Agent

Facsimile Transmission:
(212) 858-2611

By Mail: Overnight Delivery: By Hand:
P.O. Box 84 1 State Street 1 State Street
Bowling Green Station New York, New York 10004 New York, New York 10004
New York, New York 10274-0084 Attn.: Reorganization Dept. Attn.: Reorganization Dept.
Attn.: Reorganization Dept. Securities Processing Window Securities Processing Window
SC-1 SC-1

To confirm receipt of this Letter of Transmittal, please call:
(212) 858-2103

The Information Agent for the Exchange Offer is:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Any questions concerning the Exchange Offer or requests for additional copies of
this Letter of Transmittal may be directed to the Information Agent.

Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission of instructions via a facsimile transmission to a number
other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated October
__, 1997 (the "Prospectus") of CD Radio Inc. (the "Company") and this Letter of
Transmittal, which together describe the Company's offer to exchange (the
"Exchange Offer") up to 1,932,594 shares of its new 10 1/2% Series C Convertible
Preferred Stock (the "New Preferred Stock") for up to all of the outstanding
shares (the "Shares") of its 5% Delayed Convertible Preferred Stock (the "5%
Preferred Stock") at a rate of one share of New Preferred Stock for each $100 in
Exchange Rate Liquidation Preference represented by Shares not previously
converted. The "Exchange Rate Liquidation Preference" shall be the amount
determined by dividing the liquidation preference of the Shares being exchanged
(including accrued and unpaid dividends on the Shares) by 0.696145. As of
September 30, 1997, there were 5,222,608 Shares outstanding.

The undersigned has checked the appropriate boxes below and has signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.

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

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANS MITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT OR THE
EXCHANGE AGENT AT THE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ABOVE.

List below the shares of the 5% Preferred Stock to which this Letter of
Transmittal relates. If the space provided below is inadequate, the certificate
numbers and/or the number of shares of the 5% Preferred Stock tendered should be
listed on a separate signed schedule affixed hereto.

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

- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF 5% PREFERRED STOCK TENDERED
- --------------------------------------------------------------------------------
Names(s) and Address(es) of Shares of 5% Preferred Stock Tendered
Registered Holder(s) (Attach additional signed schedule if necessary)
(Please fill in, if blank)
- --------------------------------------------------------------------------------
(1) (2) (3) (4)
- --------------------------------------------------------------------------------
Total Number
of Shares Number of
Represented Shares
Certificate by Tendered+ (if
Number(s)* Certificate(s)*+ less than all)
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Total
- --------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
+ Unless otherwise indicated, the holder will be deemed to have tendered the
full number of shares of 5% Preferred Stock.
- --------------------------------------------------------------------------------

This Letter of Transmittal is to be used either if certificates of
shares of the 5% Preferred Stock are to be forwarded herewith or if delivery of
shares of the 5% Preferred Stock is to be made by book-entry transfer to an
account maintained by the Exchange Agent at The Depository Trust Company,
pursuant to the procedures set forth in "The Exchange Offer -- Tender Procedure"
in the Prospectus. Delivery of documents to the book-entry transfer facility
does not constitute delivery to the Exchange Agent.

- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES OF 5% PREFERRED STOCK ARE
ENCLOSED HEREWITH.

[ ] CHECK HERE IF TENDERED SHARES OF 5% PREFERRED STOCK ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT'S ACCOUNT AT THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution .............................................

Book-Entry Transfer Facility: The Depository Trust Company

Account No. ...............................................................

Transaction Code No. ......................................................

Date Tendered .............................................................

[ ] CHECK HERE IF TENDERED SHARES OF 5% PREFERRED STOCK ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Holder(s) ......................................................

Date of Execution of Notice of Guaranteed Delivery ........................

Name of Institution that Guaranteed Delivery ..............................
If delivery is by book-entry transfer, specify the account number of the
Book-Entry Transfer Facility and transaction code number:

Book-Entry Transfer Facility: The Depository Trust Company

Account No. ...............................................................

Transaction Code No........................................................

Date Tendered .............................................................
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:

Name: .....................................................................

Address ...................................................................
- --------------------------------------------------------------------------------

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to the Company the number of shares of
5% Preferred Stock indicated above upon the terms and subject to the conditions
set forth in the Prospectus (receipt of which is hereby acknowledged) and in
this Letter of Transmittal, both of which together constitute the Company's
offer (the "Exchange Offer") to exchange New Preferred Stock for shares of 5%
Preferred Stock properly tendered.

Subject to, and effective upon, the acceptance for exchange of the
shares of the 5% Preferred Stock tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such shares of the 5% Preferred Stock. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said Exchange Agent acts as the agent of the Company, in
connection with the Exchange Offer) to cause the shares of 5% Preferred Stock to
be assigned, transferred and exchanged. The undersigned represents and warrants
that it has full power and authority to tender, exchange, assign and transfer
the shares of the 5% Preferred Stock and to acquire shares of the New Preferred
Stock issuable upon the exchange of such tendered shares of the 5% Preferred
Stock, and that, when the same are accepted for exchange, the Company will
acquire good and unencumbered title to the tendered shares of the 5% Preferred
Stock, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned also warrants that it will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the
exchange, assignment and transfer of tendered shares of the 5% Preferred Stock
or transfer ownership of such shares of the 5% Preferred Stock on the account
books maintained by the book-entry transfer facility.

The undersigned understands that tenders of shares of 5% Preferred
Stock pursuant to the procedures described in the Prospectus under the heading
"The Exchange Offer -- Tender Procedure" and in the instructions hereto
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions described in the Prospectus.

The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, at any time and from time to time, by the
Company), as more particularly set forth in the Prospectus, the Company may not
be required to exchange any of the shares of 5% Preferred Stock tendered hereby
and, in such event, the shares of 5% Preferred Stock not exchanged will be
returned to the undersigned at the address shown below the signature of the
undersigned.

The name(s) and address(es) of the registered holder(s) should be
printed above under "Description of Shares of 5% Preferred Stock Tendered," if
not already printed thereunder, exactly as they appear on the shares of the 5%
Preferred Stock tendered hereby. The certificate number(s) and the number of
shares of the 5% Preferred Stock to which this Letter of Transmittal relates,
together with the number of shares of the 5% Preferred Stock that the
undersigned wishes to tender, should be indicated in the appropriate boxes above
under "Description of Shares of 5% Preferred Stock Tendered."

All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. A tender of
shares of 5% Preferred Stock made pursuant to the Exchange Offer may not be
withdrawn after the Expiration Date. A purported notice of withdrawal will be
effective only if delivered to the Exchange Agent in accordance with the
specific procedure set forth in the Prospectus under the heading "The Exchange
Offer -- Withdrawal and Revocation Rights."

Certificates for all shares of New Preferred Stock delivered in
exchange for tendered shares of 5% Preferred Stock and any shares of 5%
Preferred Stock delivered herewith but not exchanged, and registered in the name
of the undersigned, shall be delivered to the undersigned at the address shown
below the signature of the undersigned.

TENDERING HOLDER(S) SIGN HERE
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

- ------------------------------------- ---------------------------------------
Signature of Holder Signature of Holder (if more than one)

Dated: , 199
---------------------- ----

(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for 5% Preferred Stock. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth the
full title of such person.) See Instruction 3.

Name(s): Address:

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

- ------------------------------------- ---------------------------------------
(Please Print)
---------------------------------------
(Include Zip Code)

Area Code and
Capacity (full title): Telephone Number:
----------------------
Taxpayer Identification No.
- ------------------------------------- ------------

INSTRUCTIONS

FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.

Certificates for all physically delivered shares of 5% Preferred Stock
or confirmation of any book-entry transfer to the Exchange Agent's or its
agent's account at a book-entry transfer facility of shares of 5% Preferred
Stock tendered by book-entry transfer, as well as a properly completed and duly
executed copy of this Letter of Transmittal or facsimile thereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth herein at any time prior to the
Expiration Date (as defined in the Prospectus).

The method of delivery of this Letter of Transmittal, the shares of 5%
Preferred Stock and any other required documents is at the election and risk of
the holder, and except as otherwise provided below, the delivery will be deemed
made only when actually received or confirmed by the Exchange Agent. If such
delivery is by mail, it is suggested that registered mail with return receipt
requested, properly insured, be used. In all cases sufficient time should be
allowed to permit timely delivery. No Letters of Transmittal or certificates for
shares of 5% Preferred Stock should be sent to the Company.

No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the shares of 5% Preferred Stock for exchange.

2. PARTIAL TENDERS; WITHDRAWALS.

If fewer than all of the shares of 5% Preferred Stock evidenced by a
submitted certificate are tendered, the tendering holder should fill in the
number of shares tendered in the column entitled "Number of Shares Tendered." A
newly issued certificate for the shares of 5% Preferred Stock submitted but not
tendered will be sent to such holder as soon as practicable after the Expiration
Date. All shares of 5% Preferred Stock delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise clearly indicated.

Tenders of 5% Preferred Stock pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date. To be effective, a written,
telegraphic, telex or facsimile transmission notice of withdrawal must be
received by the Exchange Agent prior to the Expiration Date at any of its
addresses set forth herein, and with respect to a facsimile transmission, must
be confirmed by telephone and an original delivered by guaranteed overnight
delivery. Any such notice of withdrawal must specify the person named in this
Letter of Transmittal as having tendered the shares of 5% Preferred Stock to be
withdrawn, the certificate numbers of the shares of 5% Preferred Stock to be

withdrawn, a statement that such holder is withdrawing his election to have such
shares of 5% Preferred Stock exchanged, and the name of the registered holder of
such shares of 5% Preferred Stock, and must be signed by the holder in the same
manner as the original signature on this Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to the
Company that the person withdrawing the tender has succeeded to the beneficial
ownership of the shares of 5% Preferred Stock being withdrawn. The Exchange
Agent will return the properly withdrawn shares of 5% Preferred Stock promptly
following receipt of notice of withdrawal. If shares of 5% Preferred Stock have
been tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn shares of 5% Preferred Stock
or otherwise comply with the book-entry transfer procedure. All questions as to
the validity of notices of withdrawals, including time of receipt, will be
determined by the Company, and such determination will be final and binding on
all parties.

3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN
INSTRUCTION AND ENDORSEMENTS.

If this Letter of Transmittal is signed by the registered holder(s) of
the shares of 5% Preferred Stock tendered hereby, the signature must correspond
with the name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.

If any of the shares of 5% Preferred Stock tendered hereby are owned of
record by two or more joint owners, all such owners must sign this Letter of
Transmittal.

If a number of shares of 5% Preferred Stock registered in different
names are tendered, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of shares of 5% Preferred Stock.

When this Letter of Transmittal is signed by the registered holders or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the shares of 5% Preferred Stock) of shares of 5% Preferred Stock
listed and tendered hereby, no endorsements of certificates or separate written
instruments of transfer or exchange are required.

If this Letter of Transmittal or any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.

4. TRANSFER TAXES.

The Company shall pay all transfer taxes, if any, applicable to the
transfer and exchange of shares of 5% Preferred Stock to it or its order
pursuant to the Exchange Offer. If a transfer tax is imposed for any reason
other than the transfer and exchange of shares of 5% Preferred Stock to the
Company or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other person)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exception therefrom is not submitted herewith the amount of such
transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the certificates representing shares of 5%
Preferred Stock listed in this Letter of Transmittal.

5. WAIVER OF CONDITIONS.

The Company reserves the right to waive in its reasonable judgment, in
whole or in part, at any time and from time to time, any of the conditions to
the Exchange Offer set forth in the Prospectus.

6. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES.

Any holder whose certificates representing shares of 5% Preferred Stock
have been mutilated, lost, stolen or destroyed should contact the Exchange Agent
at the address set forth above for further instructions.

7. IRREGULARITIES.

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of shares of 5% Preferred
Stock will be determined by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any shares of 5%
Preferred Stock not properly tendered or the acceptance for exchange of which
may, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any defect or irregularity in the tender of
any shares of 5% Preferred Stock. Unless waived, any defects or irregularities
in connection with tenders of shares of 5% Preferred Stock for exchange must be
cured within such reasonable period of time as the Company will determine. None
of the Company, the Information Agent, the Exchange Agent or any other person
will be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.

8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Questions relating to the procedure for tendering, as well as requests
for assistance or additional copies of the Prospectus and this Letter of
Transmittal, may be directed to the Information Agent or the Exchange Agent at
the addresses and telephone numbers set forth above.

IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with certificates representing shares of 5% Preferred Stock or confirmation of
book-entry transfer and all other required documents) or a Notice of Guaranteed
Delivery must be received by the Exchange Agent on or prior to the Expiration
Date.

TO BE COMPLETED BY ALL TENDERING HOLDERS

PAYOR'S NAME: CD RADIO INC.

- --------------------------------------------------------------------------------
SUBSTITUTE Name (see Specific Instructions following):
Form W-9
Department of Treasury ____________________________________________________
Internal Revenue Service
Business name, if different from above (see
Payor's Request for Specific Instructions following):
Taxpayer Identification
Number ("TIN") and ____________________________________________________
Certification
---------------------------------------------------------------
Part 1-PLEASE PROVIDE YOUR TIN TIN: ___________________
IN THE BOX AT RIGHT AND CERTIFY Social Security Number or
BY SIGNING AND DATING BELOW. Employer Identification Number
---------------------------------------------------------------
Part 2-TIN Applied For [ ]
---------------------------------------------------------------
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:

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

(2) I am not subject to backup withholding either because:
(a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service (the "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) any other information provided on this form is true and
correct.

SIGNATURE_______________________________ DATE ________________
- --------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax return and you have not been notified by
the IRS that you are no longer subject to backup withholding.
- --------------------------------------------------------------------------------

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9

- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.

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

Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9

Section references are to the Internal Revenue Code.

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 income paid to you, real estate transactions, mortgage interest you paid,
the acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. For individuals, the TIN is generally a social
security number ("SSN"). Use Form W-9 to furnish your correct TIN to the
requester (the person asking you to furnish your TIN) and, when applicable, (1)
to certify that the TIN you are furnishing is correct (or that you are waiting
for a number to be issued), (2) to certify that you are not subject to backup
withholding, and (3) to claim exemption from backup withholding if you are an
exempt payee. Furnishing your correct TIN and making the appropriate
certifications will prevent certain payments from being subject to backup
withholding.

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

How to Obtain a TIN.--If you do not have a TIN, apply for one immediately.
To apply, get Form SS-5, Application for a Social Security Card (for
individuals), from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office or by calling the IRS at
1-800-TAX-FORM (1-800-829-3676).

To complete Form W-9 if you do not have a TIN, write "Applied For" in the
space for the TIN in Part 1 (or check the box in Part 3 of Substitute Form W-9),
sign and date the form, and give it to the requester. Generally, you must obtain
a TIN and furnish it to the requester by the time of payment, but in any case,
within 60 calendar days. If the requester does not receive your TIN by the time
of payment, backup withholding, if applicable, will begin and continue until you
furnish your TIN to the requester.

Note: Writing "Applied For" (or check the box in Part 3 of the Substitute
Form W-9) on the form means that you have already applied for a TIN OR that you
intend to apply for one in the near future.

As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.

What is Backup Withholding?--Persons making certain payments to you are
required to withhold and pay to the IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be subject
to backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.

If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:

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

2. The IRS notifies the requester that you furnished an incorrect TIN,
or

3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all your interest and dividends
on your tax return (for reportable interest and dividends only), or

4. You do not certify to the requester that you are not subject to
backup withholding under 3 above (for reportable interest and dividend
accounts opened after 1983 only), or

5. You do not certify your TIN. This applies only to reportable
interest, dividend, broker, or barter exchange accounts opened after 1983,
or broker accounts considered inactive in 1983.

Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and payments are
exempt from backup withholding and information reporting. See Payees and
Payments Exempt From Backup Withholding, below, and Example Payees and Payments
under Specific Instructions, below, if you are an exempt payee.

Payees and Payments Exempt From Backup Withholding.--The following is a
list of payees exempt from backup withholding and for which no information
reporting is required. For interest and dividends, all listed payees are exempt
except item (9). For broker transactions, payees listed in (1) through (13) and
a person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides medical
and health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in item (2) through (6) are exempt from backup withholding for barter exchange
transactions and patronage dividends.

(1) A corporation. (2) An organization exempt from tax under section
501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The
United States or any of its agencies or instrumentalities. (4) A state, the
District of Columbia, a possession of the United States, or any of their
political subdivisions or instrumentalities. (5) A foreign government or any of
its political subdivisions, agencies, or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (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
who is listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under
section 664 or described in section 4947.

Payments of dividend and patronage dividends generally not subject to
backup withholding include the following:

Payments to nonresident aliens subject to withholding under section
1441.

Payments to partnerships not engaged in a trade or business in the
United States and that have at least one nonresident alien partner.

Payments of patronage dividends not paid in money.

Payments made by certain foreign organizations.

Section 404(k) payments made by an ESOP.

Payments of interest generally not subject to backup withholding
include the following:

Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is
$600 or more and is paid in the course of the payer's trade or business
and you have not provided your correct TIN to the payer.

Payments of tax-exempt interest (including exempt-interest
dividends under section 852).

Payments described in section 6049(b)(5) to nonresident aliens.

Payments on tax-free covenant bonds under section 1451.

Payments made by certain foreign organizations.

Mortgage interest paid to you.

Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A, and 6050N, and the applicable regulations.

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.--In
addition to any criminal penalty described below, if you make a false statement
with no reasonable basis that results in decreased or no backup withholding, you
will be subject to a $500 penalty.

Criminal Penalty for Falsifying Information.--If you willfully make a
false certification, then, in addition to any other penalty provided by law,
upon conviction thereof, you will be fined or imprisoned or both.

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 provide 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, please enter your first name, the last name shown on your
social security card, and your new last name.

If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name or "doing business
as" name on the business name line. Enter your name(s) as shown on your social
security card and/or as it was used to apply for your EIN on Form SS-4.

Signing the Certification.

1. Interest, Dividend, and Barter Exchange Accounts Opened Before 1984 and
Broker Accounts Considered Active During 1983. You are required to furnish your
correct TIN, but you are not required 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 are required to furnish your correct TIN, but you
are not required to sign the certification unless you have been notified of 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 (including attorney and accounting fees), and payments
to certain fishing boat crew members.

5. Mortgage Interest Paid by You, Acquisition or Abandonment of Secured
Property, Cancellation of Debt, or IRA Contributions. You are required to
furnish your correct TIN, but you are not required to sign the certification.

6. Exempt Payees and Payments. If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, and
sign and date the form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form W-8,
Certificate of Foreign Status.

7. TIN "Applied For." Follow the instructions under How To Obtain a TIN,
on page 1, and sign and date this form.

Signature. -- For a joint account, only the person whose TIN is shown in
Part 1 should sign.

Privacy Act Notice. -- Section 6109 requires you to furnish 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. 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. You must provide your TIN whether or not you are required to
file a tax return. Payers must generally withhold 31% of taxable interest,
dividend, and certain other payments to a payee who does not furnish a TIN to a
payer. Certain penalties may also apply.

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 (joint The actual owner of the account or,
account) if combined funds, the first
individual on the account(1)

- --------
(1) List first and circle the name of the person whose number you furnish.

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

4. a. The usual revocable savings trust The grantor-trustee(3)
(grantor is also trustee)

b. So-called trust account that is not a The actual owner(3)
legal or valid trust under state law

5. Sole proprietorship The owner(4)

For this type of account: Give name and EIN of:
- ------------------------ --------------------

6. Sole proprietorship The owner(4)

7. A valid trust, estate, or pension trust Legal entity(5)

8. Corporate The corporation

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

10. Partnership 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 agriculture
program payments

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.

- --------
(2) Circle the minor's name and furnish the minor's SSN.
(3) List first and circle the name of the person whose number you furnish.
(4) Show your individual name, but you may also enter your business or "doing
business as" name. You may use either your SSN or EIN (if you have one).
(5) 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.)