EXHIBIT 99.1

LETTER OF TRANSMITTAL
TO EXCHANGE SHARES
OF THE 10 1/2% SERIES C CONVERTIBLE PREFERRED STOCK
(THE "SERIES C PREFERRED STOCK")
OF
CD RADIO INC.

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THE EXCHANGE OFFER WILL EXPIRE AT 11:59, NEW YORK CITY TIME ON [ , 1999]
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF SERIES C PREFERRED STOCK
MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
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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 SC-1 Securities Processing Window SC-1

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

The Information Agent for the Exchange Offer is:
D.F. King & Co., Inc.
77 Water St.
New York, New York 10005
(212) 269-5550

or
Call Toll-Free (800) 326-3066

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 December
__, 1999 (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 __________ shares of its Common Stock, par value $.001
per share (the "Common Stock"), for up to all of the outstanding shares of its
Series C Preferred Stock at an exchange ratio of _______ shares of Common Stock
for each share of the Series C Preferred Stock. As of December __, 1999, there
were ____________ shares of Common Stock and ____________ shares of Series C
Preferred Stock issued and 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 TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT OR THE
EXCHANGE AGENT AT THE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ABOVE.

List below the shares of the Series C 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 Series C Preferred Stock
tendered should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF SHARES OF SERIES C PREFERRED STOCK TENDERED
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NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES OF SERIES C PREFERRED STOCK TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL SIGNED SCHEDULE IF NECESSARY)
(1) (2) (3) (4)
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TOTAL NUMBER
OF SHARES NUMBER OF
REPRESENTED SHARES
CERTIFICATE BY TENDERED+ (IF
NUMBER(S)* CERTIFICATE(S)*+ LESS THAN ALL)
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----------------------------------------------------------------------

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TOTAL
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*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 Series C Preferred Stock.

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This Letter of Transmittal is to be used either if certificates of
shares of the Series C Preferred Stock are to be forwarded herewith or if
delivery of shares of the Series C 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 SERIES C PREFERRED STOCK ARE ENCLOSED
HEREWITH.

[ ] CHECK HERE IF TENDERED SHARES OF SERIES C 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 SERIES C 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
Series C 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 Common Stock for shares of
Series C Preferred Stock properly tendered.

Subject to, and effective upon, the acceptance for exchange of the
shares of the Series C 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 Series C 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 Series C 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 Series C Preferred Stock and to acquire shares of the
Common Stock issuable upon the exchange of such tendered shares of the Series C
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 Series C
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 Series C
Preferred Stock or transfer ownership of such shares of the Series C Preferred
Stock on the account books maintained by the book-entry transfer facility.

The undersigned understands that tenders of shares of Series C
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 Series C Preferred Stock tendered
hereby and, in such event, the shares of Series C 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 Series C Preferred Stock
Tendered," if not already printed thereunder, exactly as they appear on the
shares of the Series C Preferred Stock tendered hereby. The certificate
number(s) and the number of shares of the Series C Preferred Stock to which this
Letter of Transmittal relates, together with the number of shares of the Series
C Preferred Stock that the undersigned wishes to tender, should be indicated in
the appropriate boxes above under "Description of Shares of Series C 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 Series C 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 Rights."

Certificates for all shares of Common Stock delivered in exchange for
tendered shares of Series C Preferred Stock and any shares of Series C 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)
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.................................................................... ..............................................................
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 Series C 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.

Names(s): Address:
.................................................................... ..............................................................

.................................................................... ..............................................................
(Please Print)

..............................................................
(Include Zip Code)

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

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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 Series C 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 Series C
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
SERIES C 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 SERIES C 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 Series C Preferred Stock for exchange.

2. PARTIAL TENDERS; WITHDRAWALS.

If fewer than all of the shares of Series C 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 Series C Preferred Stock submitted
but not tendered will be sent to such holder as soon as practicable after the
Expiration Date. All shares of Series C Preferred Stock delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise clearly
indicated.

Tenders of Series C 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 Series C Preferred Stock
be withdrawn, the certificate numbers of the shares of Series C Preferred Stock
to be withdrawn, a statement that such holder is withdrawing his election to
have such shares of Series C Preferred Stock exchanged, and the name of the
registered holder of such shares of Series C 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 Series C Preferred Stock
being withdrawn. The Exchange Agent will return the properly withdrawn shares of
Series C Preferred Stock promptly following receipt of notice of withdrawal. If
shares of Series C 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

Series C 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 Series C 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 Series C 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 Series C 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 Series C 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 Series C Preferred Stock) of shares of Series C 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 Series C 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 Series C 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
Series C 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 Series C 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 Series C
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 Series C 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 Series C Preferred Stock. Unless waived, any defects or
irregularities in connection with tenders of shares of Series C 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 Series C 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

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PAYOR'S NAME: CD RADIO INC.
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Name (see Specific Instructions following):

.................................................................................................
Business name, if different from above (see Specific Instructions following):

.................................................................................................
PART 1--PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY TIN:..............................................
SUBSTITUTE SIGNING AND DATING BELOW Social Security Number or
FORM W-9 Employer Identification Number
DEPARTMENT OF TREASURY
INTERNAL REVENUE SERVICE

PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION PART 2--TIN APPLIED FOR [ ]
NUMBER ("TIN") AND CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
CERTIFICATION (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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 2 OF SUBSTITUTE FORM W-9

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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

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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, for instance, 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 get either Form W-7, Application for IRS Individual TIN (for use by
individuals who are not U.S. citizens, nationals, or permanent residents), 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 2 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 checking the box in Part 2 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 when required. See Signing the
Certification under Specific Instructions, below.

Certain payees and payments are exempt from backup withholding and
information reporting. See Payees and Payments Exempt From Backup Withholding,
below, and Exempt 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 Advisors Act of 1940 who regularly acts
as a broker is 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 certain corporations that provide
medical and health care services or bill and collect payments for such services
are 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), if the
account satisfies the requirements of section 401(f)(2). (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:

o Payments to nonresident aliens subject to withholding under section
1441.

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

o Payments of patronage dividends not paid in money.

o Payments made by certain foreign organizations.

o Section 404(k) payments made by an ESOP.

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

o 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.

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

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

o Payments on tax-free covenant bonds under section 1451.

o Payments made by certain foreign organizations.

o 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. If you
make a false statement with no reasonable basis that results in 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 the account is in joint names, list first and then circle the name
of the person or entity whose number you enter in Part 1 of the form.

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.

With respect to other entities, you should enter the business name as
shown on required Federal tax documents. This name should match the name shown
on the charter or other legal document creating the entity. You may enter any
business, trade, or "doing business as" name on the business name line.

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.

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 1, certify your taxpayer identification number on
Part 2 of the form, write "EXEMPT" on the face of the form, 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.

TIN "Applied For." Follow the instructions under "How To Obtain a TIN"
above, 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 account) The actual owner of the account or, if combined
funds, the first individual on the account(1)
3. Custodian account of a minor (Uniform Gift to Minors Act) The Minor(2)
4. a. The usual revocable savings trust (grantor is also
trustee) The grantor-trustee(3)
b. So-called trust account that is not a legal or valid
trust under state law The actual owner(3)
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, charitable, educational,
or other tax-exempt organization The organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the name
of a public entity (such as a state or local government,
school district, or prison) that receives agricultural
program payments The public entity

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.

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(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) 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.
(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.)