LETTER OF TRANSMITTAL

If you wish to CONVERT your Depositary Shares into Common Stock, your
Depositary Receipts and a properly completed Letter of Transmittal must be
RECEIVED by the Depositary identified below prior to 5:00 P.M. NEW YORK CITY
TIME on March 13, 1995, TIME BEING OF THE ESSENCE. See instructions below.

ADVANCED MICRO DEVICES, INC.

LETTER OF TRANSMITTAL

(TO ACCOMPANY DEPOSITARY RECEIPTS FOR DEPOSITARY SHARES, EACH
REPRESENTING 1/10TH SHARE OF THE $30.00
CONVERTIBLE EXCHANGEABLE PREFERRED STOCK)

If you wish to convert your Depositary Convertible Exchangeable Preferred
Shares (the "Depositary Shares"), each representing 1/10th of a share of the
$30.00 Convertible Exchangeable Preferred Stock of Advanced Micro Devices,
Inc., then the Depositary Receipts representing your Depositary Shares (the
"Depositary Receipts") and related Letter of Transmittal must be RECEIVED by
The First National Bank of Boston (the "Depositary") at one of the addresses
set forth below PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON MARCH 13, 1995, TIME
BEING OF THE ESSENCE. See Instruction 2 below. If you wish to surrender your
Depositary Shares for redemption, your Depositary Receipts must be surrendered
to The First National Bank of Boston at one of the addresses set forth below.
See Instruction 3 below.

TO: THE FIRST NATIONAL BANK OF BOSTON
DEPOSITARY
FOR INFORMATION CALL: (800) 730-6001

If by Hand: If by Mail:


BancBoston Trust Company of New York The First National Bank of Boston
One Exchange Place Shareholder Service Division
55 Broadway--3rd Floor P.O. Box 1889
New York, New York 10006 Mail Stop 45-01-19
Boston, Massachusetts 02105

or
If by Overnight Messenger:


The First National Bank of Boston The First National Bank of Boston
100 Federal Street Shareholder Service Division
B-1 Security Cage Mail Stop 45-01-19
Boston, Massachusetts 02110 150 Royall Street
Canton, Massachusetts 02021


Ladies and Gentlemen:

Surrendered with this Letter of Transmittal are Depositary Receipts (the
"Depositary Receipts") for Depositary Convertible Exchangeable Preferred Shares
(the "Depositary Shares"), each representing 1/10th of a share of the $30.00
Convertible Exchangeable Preferred Stock (the "Preferred Stock") of Advanced
Micro Devices, Inc., numbered and registered as listed below:

ITEMS A, B AND E OF THIS LETTER OF TRANSMITTAL AND THE SUBSTITUTE FORM W-9
MUST BE COMPLETED IN ALL CASES.

ITEM A.
(DEPOSITARY RECEIPT HOLDER PLEASE FILL IN)
- -------------------------------------------------------------------------------

NAME(S) AND ADDRESS(ES) OF REGISTERED DEPOSITARY NUMBER OF
HOLDER(S) AS THEY APPEAR ON DEPOSITARY RECEIPT DEPOSITARY
RECEIPT(S). NUMBER(S) SHARES
REPRESENTED BY
DEPOSITARY
RECEIPTS
- --------------------------------------------------------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
TOTAL NUMBER
OF DEPOSITARY
SHARES
- -------------------------------------------------------------------------------

If the name and address are shown and are not correct,
please indicate any changes necessary.

[_]Check here if Depositary Shares are being delivered by book-entry transfer
made to the account maintained by the Depositary with The Depository Trust
Company ("DTC"), the Midwest Securities Trust Company ("MSTC") or the
Philadelphia Depository Trust Company ("PDTC") and complete the following
(only participants in a book-entry transfer facility may deliver shares by
book-entry transfer):

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

Check Box of Applicable Account: (check one)

[_] DTC [_] MSTC [_] PDTC

Account Number: ........................................................

Transaction Code Number: ...............................................

ITEM B.
(INDICATE CHOICE BY CHECKING ONE BOX)
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THE ABOVE DEPOSITARY RECEIPTS ARE SURRENDERED FOR THE ACTION INDICATED BELOW.

[_]1. CONVERSION INTO COMMON STOCK OF ADVANCED MICRO DEVICES, INC.

NOTE: WHILE NO ASSURANCE CAN BE GIVEN AS TO ANY FUTURE PRICES OF THE COMMON
STOCK, AS LONG AS THE PRICE OF THE COMMON STOCK IS EQUAL TO OR EXCEEDS
$25.98 PER SHARE, COMMON STOCK (INCLUDING CASH, IF ANY, RECEIVED IN LIEU OF
FRACTIONAL SHARES) RECEIVED UPON CONVERSION WILL HAVE A MARKET VALUE
(WITHOUT GIVING EFFECT TO COMMISSIONS AND OTHER COSTS WHICH WOULD LIKELY BE
INCURRED ON SALE) GREATER THAN THE AMOUNT OF CASH RECEIVABLE UPON
REDEMPTION.

[_]2. REDEMPTION.

NOTE: THE REDEMPTION PRICE MAY BE LESS THAN THE MARKET VALUE OF THE COMMON
STOCK (INCLUDING CASH, IF ANY, RECEIVED IN LIEU OF A FRACTIONAL SHARE)
RECEIVABLE UPON CONVERSION.

THE FOREGOING ELECTIONS ARE IRREVOCABLE. IF NO BOX IS CHECKED, THE
DEPOSITARY SHARES REPRESENTED BY THE DEPOSITARY RECEIPTS SURRENDERED
HEREWITH ARE SURRENDERED FOR CONVERSION INTO COMMON STOCK.
- -------------------------------------------------------------------------------

ITEM C.
-------------------------------------------------------------------------------
IF COMMON STOCK CERTIFICATE(S) ISSUE TO:
AND/OR CHECK, IF ANY, ARE TO BE
ISSUED IN A NAME OTHER THAN AS NAME ________________________________
INDICATED IN ITEM A ABOVE, FILL IN _____________________________________
THIS SPACE. SEE INSTRUCTIONS 4 AND 5 TYPE OR PRINT
BELOW.
ADDRESS _____________________________
_____________________________________
_____________________________________
_____________ ZIP CODE ______________
- -------------------------------------------------------------------------------

ITEM D.
- --------------------------------------------------------------------------------

IF COMMON STOCK CERTIFICATE(S) MAIL TO:
AND/OR CHECK, IF ANY, ARE TO BE
MAILED TO AN ADDRESS OTHER THAN AS NAME ________________________________
INDICATED IN ITEM A ABOVE, FILL IN _____________________________________
THIS SPACE. SEE INSTRUCTIONS 4 AND TYPE OR PRINT
5 BELOW. ADDRESS _____________________________

_____________________________________
_____________________________________
_____________ ZIP CODE ______________
- -------------------------------------------------------------------------------

ITEM E.

(ALSO COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
- --------------------------------------------------------------------------------

THE SIGNATURE(S) ON THIS LETTER OF DATED: ______________________________
TRANSMITTAL MUST CORRESPOND EXACTLY SIGNATURE: __________________________
WITH THE NAME(S) OF THE: (1) SIGNATURE: __________________________
REGISTERED OWNER(S) OF THE **PLEASE SIGN HERE**
DEPOSITARY RECEIPT(S) SURRENDERED, TELEPHONE: ( ) ____________________
OR (2) PERSON(S) TO WHOM EACH SUCH SOCIAL SECURITY NUMBER
DEPOSITARY RECEIPT HAS BEEN PROPERLY OR TAXPAYER I.D. NUMBER: ____________
ASSIGNED AND TRANSFERRED. SEE
INSTRUCTIONS 1, 4, 5 AND 6 BELOW.
- --------------------------------------------------------------------------------

GUARANTEE OF SIGNATURE(S) AUTHORIZED SIGNATURE:

-------------------------------------
SEE INSTRUCTIONS 4 AND 5 BELOW.

NAME OF FIRM: _______________________

ADDRESS: ___________________________
------------------------------------

DATED: _____________________________
-------------------------------------------------------------------------------
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS LISTED ON THE REVERSE SIDE

INSTRUCTIONS

1.General

Please do not send Depositary Receipts to Advanced Micro Devices, Inc. The
Depositary Receipts, together with the signed and completed Letter of
Transmittal and any required supporting documents (see Instructions 4 and 5
below), should be mailed in the enclosed addressed envelope, or otherwise
delivered to The First National Bank of Boston (the "Depositary") at the
appropriate address indicated above. If mail is used, it is recommended that
registered mail, properly insured, be used as a precaution against loss. The
method of transmitting the Depositary Receipts, however, is at the option and
sole risk of the holder.

ITEMS A, B, AND E OF THIS LETTER OF TRANSMITTAL AND THE SUBSTITUTE FORM W-9
MUST BE COMPLETED IN ALL CASES.

If in any case you wish a Common Stock certificate and/or check to be mailed
to an address other than that shown in Item A above, you MUST complete Item D
above.

2.If You Wish to Convert Your Depositary Shares

If you wish to convert your Depositary Shares into Common Stock, your
Depositary Receipts and completed Letter of Transmittal must be received by the
Depositary prior to 5:00 p.m. New York City time on March 13, 1995, TIME BEING
OF THE ESSENCE.

If the Common Stock certificates and fractional share interest check, if
any, are to be issued in the same name(s) as that in which the surrendered
Depositary Receipts are registered, complete Items A, B and E above.

If the Common Stock certificates and fractional share interest check, if
any, are to be issued in a different name, see Instructions 4 and 5 and
complete Items A, B, C and E above and the Substitute Form W-9.

No fractional shares of Common Stock will be issued upon conversion.
Instead, a cash payment for such fractional shares will be made by Advanced
Micro Devices, Inc. on the basis of the reported last sale price of the Common
Stock, regular way, on the New York Stock Exchange on the day of conversion.

Each Depositary Share represents 1/10th share of Preferred Stock. Depositary
Shares may be converted into Common Stock only to the extent that they
represent whole shares of Preferred Stock. Any Depositary Shares representing
less than a whole share of Preferred Stock which are surrendered for conversion
will be redeemed, and a cash payment for such Depositary Shares will be made
based upon the Redemption Price. No dividends will be paid on Depositary
Receipts converted into Common Stock.

NOTE: AS LONG AS THE PRICE OF THE COMMON STOCK EQUALS OR EXCEEDS $25.98 PER
SHARE, COMMON STOCK (INCLUDING CASH, IF ANY, RECEIVED IN LIEU OF A FRACTIONAL
SHARE) RECEIVED UPON CONVERSION WILL HAVE A MARKET VALUE (BEFORE COMMISSIONS
AND OTHER COSTS USUALLY INCURRED ON SALE) GREATER THAN THE AMOUNT OF CASH
RECEIVABLE UPON REDEMPTION. IT SHOULD BE NOTED, HOWEVER, THAT THE PRICE OF
COMMON STOCK RECEIVED UPON CONVERSION WILL FLUCTUATE IN THE MARKET. NO
ASSURANCE IS GIVEN AS TO THE PRICE OF THE COMMON STOCK AT ANY FUTURE TIME, AND
THE HOLDERS SHOULD EXPECT TO INCUR VARIOUS EXPENSES OF SALE IF SUCH COMMON
STOCK IS SOLD.

3.If You Wish Your Depositary Shares to be Redeemed

If you wish your Depositary Shares to be redeemed by Advanced Micro Devices,
Inc. for cash, your Depositary Receipts and completed Letter of Transmittal
must be sent to the Depositary. A check will be sent to you when the Depositary
Receipts and Letter of Transmittal have been received by the Depositary, but in
no event earlier than the redemption date, March 13, 1995.

If the check is to be issued in the same name(s) as that in which the
surrendered Depositary Receipts are registered, complete Items A, B and E above
and the Substitute Form W-9 below.

If the check is to be issued in a different name, see Instructions 4 and 5
and complete Items A, B, C and E above and the Substitute Form W-9 below.

NOTE: THE REDEMPTION PRICE MAY BE LESS THAN THE MARKET VALUE OF THE COMMON
STOCK (INCLUDING CASH, IF ANY, RECEIVED IN LIEU OF A FRACTIONAL SHARE)
RECEIVABLE UPON CONVERSION.

4.Signature Guarantee Requirements

If a Common Stock certificate or a check is to be issued in a name other
than that of the registered owner of the Depositary Shares, the Depositary
Receipts must be properly endorsed or be accompanied by appropriate powers,
properly executed by the registered owner(s), so that such endorsement or
powers are signed exactly as the name(s) of the registered owner(s) appear on
the certificates, and the signature(s) must be properly guaranteed by a
financial institution which is a member of a Stock Transfer Association
approved medallion program such as STAMP, SEMP or MSP. Complete Items A, B, C
and E above.

5.Signature by Other Than Registered Holder

If the Letter of Transmittal is signed in Item E by an executor,
administrator, trustee, guardian, attorney or the like, the Letter of
Transmittal and Depositary Receipts must be accompanied by evidence,
satisfactory to the Depositary and Advanced Micro Devices, Inc., of the
authority of such person to sign the Letter of Transmittal.

If the Letter of Transmittal is signed in Item E by a person, other than the
registered holder, who is not a person described in the preceding paragraph,
the Depositary Receipts must be properly endorsed or be accompanied by
appropriate powers, properly executed by the registered owner(s), so that such
endorsement or powers are signed exactly as the name(s) of the registered
owner(s) appear on the Depositary Receipts, and the signature(s) must be
properly guaranteed by a financial institution which is a member of a Stock
Transfer Association approved medallion program such as STAMP, SEMP, or MSP.
Complete Items A, B, C and E above.

6.Joint Holders of Depositary Receipts Registered in Different Names

If Depositary Receipts are tendered by joint holders or owners, all such
persons must sign the Letter of Transmittal in Item E. If Depositary Receipts
are registered in different names or forms of ownership, separate Letters of
Transmittal must be completed, signed and returned for each different
registration.

7.Stock Transfer Taxes

It is not presently anticipated that any stock transfer taxes will be
payable in connection with the issuance of stock certificates on conversion of
Depositary Shares. If, however, it should develop that in certain circumstances
such taxes may be payable, conversion or sale of Depositary Shares will be
effected without charge to the converting or selling holder for any such stock
transfer tax except in the following cases. If Common Stock certificates issued
upon conversion are to be registered in the name of any person other than the
registered holder, or if tendered Depositary Receipts are registered in the
name of any person other than the person(s) signing the Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered
holder or such person) payable on account of the transfer to such person will
be charged to the person signing the Letter of Transmittal if satisfactory
evidence of the payment of such taxes, or exemption therefrom, is not
submitted. Advanced Micro Devices, Inc. will not be required to issue or
deliver Common Stock certificates in any such case until such evidence has been
received by Advanced Micro Devices, Inc.

8.Substitute Form W-9

You are required to provide the Depositary with a correct Taxpayer
Identification Number ("TIN"), generally your social security or employer
identification number, on Substitute Form W-9 below. Failure to provide the
information on the Form may subject you to 31% federal income tax withholding
on the payment of the Redemption Price. If you have not been issued a TIN and
have applied for a number or intend to apply for a number in the near future,
you should write "Applied For" next to the initials TIN in Part 1. If you do
this and the Depositary is not provided with a TIN within 60 days, thereafter
the Depositary will withhold 31% on all payments of the Redemption Price until
a TIN is provided to the Depositary.

9.Questions Regarding Your Depositary Shares

All questions regarding your Depositary Shares should be directed to our
information agent, Georgeson & Company Inc., at (800) 223-2064.

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

ALL STOCKHOLDERS MUST COMPLETE THIS SUBSTITUTE FORM W-9.
FAILURE TO DO SO MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO REDEMPTION.
- --------------------------------------------------------------------------------
PAYER'S NAME: THE FIRST NATIONAL BANK OF BOSTON
- --------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY TIN ___________________
FORM W-9 BY SIGNING AND DATING BELOW Social Security Number
DEPARTMENT OF THE or Employer
TREASURY INTERNAL Identification Number
REVENUE SERVICE or write "Applied For"
----------------------------------------------------------
NAME (Please Type or Print) Part
PAYER'S REQUEST 2
FOR TAXPAYER ------------------------------------------ Exempt
IDENTIFICATION ADDRESS Payees:
NUMBER (TIN) AND
CERTIFICATION ------------------------------------------
CITY STATE ZIP CODE -------
Please see
below.
----------------------------------------------------------
Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY,
I CERTIFY THAT
(1) The number shown on this form is my correct
taxpayer identification number (or I am waiting
for a number to be issued to me),
(2) I am not subject to backup withholding either
because 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
the IRS has notified me that I am no longer
subject to backup withholding, and
(3) all other information provided on this form is
true, correct and complete.

SIGNATURE ______________________ DATE _____________
- --------------------------------------------------------------------------------
You must cross out Item (2) above if you have been notified by IRS that you
are currently subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified
by IRS that you were subject to backup withholding you received another
notification from the IRS that you were no longer subject to backup
withholding, do not cross out Item 2.
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART 1 OF SUBSTITUTE FORM W-9

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

I certify under penalty of perjury that a taxpayer 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 within sixty (60) days, 31% of
all reportable payments made to me thereafter will be withheld until I
provide a number.

Signature................................................. Date..............
- --------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PROCEEDS PAID TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-
9 FOR ADDITIONAL DETAILS.

IMPORTANT TAX INFORMATION

Under current federal income tax law, a holder whose Depositary Shares are
redeemed for cash is required to provide the Depositary with his or her correct
taxpayer identification number on Substitute Form W-9. If the Depositary is not
provided with the correct taxpayer identification number, the holder may be
subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
In addition, payments made to such holder may be subject to backup withholding.
See the enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 for additional instructions.

Certain holders, including, among others, all corporations and certain
foreign individuals, are not subject to these backup withholding and reporting
requirements. A foreign person may qualify as an exempt recipient by submitting
to the Depositary a properly completed IRS Form W-8, signed under penalties of
perjury, attesting to that holder's exempt status. A Form W-8 can be obtained
from the Depositary upon request.

If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the holder. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the IRS.

Advanced Micro Devices, Inc. reserves the right in its sole discretion to
direct the Depositary to take whatever steps are necessary to comply with
Advanced Micro Devices, Inc.'s obligations regarding backup withholding.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding with respect to payments made to a holder, the
holder is required to notify the Depositary of his or her correct taxpayer
identification number by completing the form below, certifying that the
taxpayer identification number provided on the Substitute Form W-9 is correct
(or that such holder is awaiting a taxpayer identification number) and that (1)
the holder has not been notified by the IRS that he or she is subject to backup
withholding as a result of failure to report all interest or dividends, or (2)
the IRS has notified the holder that he or she is no longer subject to backup
withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The holder is required to give the Depositary the social security number or
employer identification number of the record owner of the Depositary Shares. If
the Depositary Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.

GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9

INSTRUCTIONS
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.)

Purpose of Form.--A person who is required to file an information return with
the Internal Revenue Service (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
individual retirement arrangement (IRA). 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 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 Number (SSN) (for
individuals) from your local office of the Social Security Administration, or
FORM SS-4, Application for Employer Identification Number (EIN) (for
businesses and all other entities), from your local IRS office.

If you do not have a TIN, write "Applied For" in the space for the TIN in
Part I, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to obtain a TIN and furnish it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN to the
requester.

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

As soon as you receive your TIN, complete another Form W-9. Include your TIN,
sign and date this 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. Real estate transactions are not subject
to backup withholding.

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 fail to 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 fail to certify your TIN. See Certification below.


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 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.

Sole Proprietor.--You must enter your individual name. (Enter either your SSN
or EIN in Part 1). You may also enter your business name or "doing business
as" name on the business name line. Enter your name as shown on your social
security card and business name as it was used to apply for your EIN on Form
SS-4.

PART 1--TAXPAYER IDENTIFICATION NUMBER (TIN)

You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter your SSN or EIN. Also see the chart on this page for further
clarification of name and TIN combinations. If you do not have a TIN, follow
the instructions under HOW TO OBTAIN A TIN, above.

PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING

Individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends. For a complete list of exempt
payees, see Payees and Payments Exempt From Backup Withholding below.

If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding. Enter your correct TIN in
Part 1, write "Exempt" in Part 2, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed FORM W-8, Certificate of Foreign Status.

PART 3--CERTIFICATION.

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

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, 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, or IRA Contributions--You are required to furnish your correct
TIN, but you are not required to sign the certification.

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 that 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 Items (2)
through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends, and payments by certain fishing boat
operators.

(1) A corporation.

(2) An organization exempt from tax under section 501(a) or an Individual
Retirement Plan (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 U.S. or
a possession of the U.S.

(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(u).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporation
Secretaries, Inc. Nominee List.

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

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

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

. Payments to partnerships not engaged in trade or business in the U.S. and
that have at least one nonresident partner.

. Payments of patronage dividends not paid in money.

. Payments made by certain foreign organizations.

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 by you.

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

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, or contributions you made
to an individual retirement arrangement (IRA). The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
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

- ------------------------------------------------------------
GIVE THE NAME AND SOCIAL
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF:
- ------------------------------------------------------------
1. Individual The individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first
individual on the
account (1)
3. Custodian account of a The minor (2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee (1)
savings trust
(grantor is also
trustee)
b. So-called trust The actual owner (1)
account that is not a
legal or valid trust
under state law
5. Sole proprietorship The owner (3)
- ------------------------------------------------------------

- ------------------------------------------------------------
GIVE THE NAME AND
EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- -----------------------------------------------------------
6. Sole proprietorship The owner (3)
7. A valid trust, estate Legal entity (4)
or pension trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt
organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
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
- -----------------------------------------------------------

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

(2) Circle the minor's name and furnish the minor's social security number.

(3) Show the individual's name. See Item 5 or 6. You may also enter your
business name.

(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the identification number 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 THERE IS MORE THAN ONE NAME, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.