This Letter of Transmittal is to be completed by stockholders of Pontotoc Production, Inc. ("Pontotoc") if certificates for the Pontotoc Shares (as such term is defined below) are to be forwarded herewith or, unless an Agent's Message (as defined in the Prospectus, dated ________, 2001 (the "Prospectus")) is utilized, if delivery of the Pontotoc Shares is to be made by book–entry transfer into an account maintained by the Exchange Agent at The Depository Trust Company (the "Book–Entry Transfer Facility") pursuant to the procedures set forth under "The Offer – Procedure for Tendering" in the Prospectus. Stockholders who tender Pontotoc Shares by book–entry transfer are referred to herein as "Book–Entry Stockholders" and other stockholders who deliver Pontotoc Shares are referred to herein as "Certificate Stockholders"

The undersigned hereby tenders to Pontotoc Acquisition Corp. ("Purchaser"), a Nevada corporation and a wholly owned subsidiary of Ascent Energy Inc., a Delaware corporation ("Ascent Energy"), the above–described shares of Common Stock, par value $0.0001 per share (the "Pontotoc Shares"), of Pontotoc Production, Inc., a Nevada corporation ("Pontotoc"). The above–described Pontotoc Shares are being tendered pursuant to Purchaser's offer to exchange $9.00 in cash, without interest, and one share of Ascent Energy's 8% Series B Convertible Preferred Stock, par value $0.01 per share, having a liquidation preference equal to $2.50 (the "Ascent Energy Preferred Shares"), for each Pontotoc Share, upon the terms and subject to the conditions set forth in the Prospectus and in this Letter of Transmittal (which, together with any amendments or supplements hereto or thereto collectively constitute the "Offer"). The undersigned understands that Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more corporations directly or indirectly owned by Ascent Energy, the right to purchase all or any portion of the Pontotoc Shares tendered pursuant to the Offer, receipt of which is hereby acknowledged.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if certificate(s) for the Pontotoc Shares not tendered or not accepted for payment and/or the Ascent Energy Preferred Shares and the check for the purchase price of the Pontotoc Shares accepted for exchange are to be issued in the name of someone other than the undersigned or if the Pontotoc Shares tendered by book–entry transfer which are not accepted for payment are to be returned by credit to an account maintained at a Book–Entry Transfer Facility.

Issue: G check G certificates to:

Name:_______________________________
(Please Print)

Address:_____________________________

____________________________________
                       (Include Zip Code)
____________________________________
             (Tax Id. or Social Security No.)
               (See Substitute Form W–9)

G Credit the Pontotoc Shares tendered by book–entry transfer that are not accepted for payment
to _________.

_________________________________________
(________________ Account No.)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if certificate(s) for the Pontotoc Shares not tendered or not accepted for payment and/or the Ascent Energy Preferred Shares and the check for the purchase price of the Pontotoc Shares accepted for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail: G check G certificates to:

Name:_______________________________
(Please Print)

Address:_____________________________

SIGN HERE __________________________________________________________________________________

Name(s):____________________________________________________________________________________
(Please Print)

____________________________________________________________________________________________
(Include Zip Code)

Name of Firm:__________________________________________________________________________________
(Please Print)

Address:_____________________________________________________________________________________
(Include Zip Code)

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in a Book–Entry Transfer Facility whose name appears on a security position listing as the owner of the Pontotoc Shares) of the Pontotoc Shares tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or (b) if such Pontotoc Shares are tendered for the account of a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of this Letter of Transmittal.

2. Delivery of Letter of Transmittal and Pontotoc Shares; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by stockholders of Pontotoc either if Share certificates are to be forwarded herewith or, unless an Agent=s Message is utilized, if delivery of the Pontotoc Shares is to be made by book–entry transfer pursuant to the procedures set forth herein and in "The Offer – Procedure for Tendering" of the Prospectus. For a stockholder to validly tender Pontotoc Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof), together with any required signature guarantees or an Agent's Message (in connection with book–entry transfer) and any other required documents, must be received by the Exchange Agent at one of its addresses set forth herein prior to the Expiration Date and either (i) certificates for tendered Pontotoc Shares must be received by the Exchange Agent at one of such addresses prior to the Expiration Date or (ii) Pontotoc Shares must be delivered pursuant to the procedures for book–entry transfer set forth herein and in "The Offer – Procedure for Tendering" of the Prospectus and a Book–Entry Confirmation must be received by the Exchange Agent prior to the Expiration Date or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth herein and in "The Offer – Guaranteed Delivery" of the Prospectus.

No alternative, conditional or contingent tenders will be accepted, and no fractional Pontotoc Shares will be purchased. All tendering stockholders, by executing this Letter of Transmittal (or facsimile thereof) waive any right to receive any notice of acceptance of their Pontotoc Shares for payment.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Pontotoc Shares and any other required information should be listed on a separate signed schedule attached hereto.

4. Partial Tenders. (Not Applicable to Book–Entry Stockholders.) If fewer than all the Pontotoc Shares evidenced by any share certificate submitted are to be tendered, fill in the number of Pontotoc Shares which are to be tendered in the box entitled "Number of Shares Tendered" under "Description of Shares Tendered." In such cases, new certificates for the remainder of Pontotoc Shares that were evidenced by your old certificates, but were not tendered by you, will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date or the termination of the Offer. All shares represented by share certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Pontotoc Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Pontotoc Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if certificate(s) for Pontotoc Shares not tendered or accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or an exemption therefrom, is submitted.

7. Special Issuance and Delivery Instructions. If Ascent Energy Preferred Shares and a check is to be issued in the name of, and/or certificates for Pontotoc Shares not tendered or not accepted for exchange are to be issued or returned to, a person other than the signer of this Letter of Transmittal or if a check and/or such certificates are to be returned to a person other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed. A Book–Entry Stockholder may request that Pontotoc Shares not accepted for payment be credited to such account maintained at a Book–Entry Transfer Facility as such Book–Entry Stockholder may designate under "Special Issuance Instructions." If no such instructions are given, such Pontotoc Shares not accepted for payment will be returned by crediting the account at the Book–Entry Transfer Facility designated above.

8. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement (as defined in the Prospectus) Purchaser reserves the right to waive, at any time or from time to time, any of the specified conditions of the Offer (other than the minimum tender condition and the conditions relating to the absence of an injunction and the effectiveness of the registration statement for the Ascent Energy Preferred Shares to be issued in the Offer) in whole or in part in the case of any Pontotoc Shares tendered.

9. 31% Backup Withholding; Substitute Form W–9. Under U.S. Federal income tax law, a stockholder whose tendered Pontotoc Shares are accepted for payment is required to provide the Exchange Agent with such stockholder=s correct taxpayer identification number ("TIN") on Substitute Form W–9 below. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service may subject the stockholder or other payee to a $50 penalty. In addition, payments that are made to such stockholder or other payee with respect to the Pontotoc Shares purchased pursuant to the Offer may be subject to 31% backup withholding.

Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W–8, signed under penalties of perjury, attesting to that individual=s exempt status. A Form W–8 can be obtained from the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9" for more instructions.

10. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone number set forth below. Additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies.

         CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

              I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) 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 payment, 31% of all reportable payments made to me will be withheld.

Signature ___________________________________                        Date _________________________________ , 2001

Share Certificate (s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Tendered**




Total Shares ................................................

G	CHECK HERE IF PONTOTOC SHARES ARE BEING TENDERED BY BOOK–ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK–ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK–ENTRY TRANSFER FACILITY MAY DELIVER PONTOTOC SHARES BY BOOK–ENTRY TRANSFER):
	Name of Tendering Institution:
	Account Number: Transaction Code Number:

G	CHECK HERE IF PONTOTOC SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT, ENCLOSE A PHOTOCOPY OF SUCH NOTICE AND COMPLETE THE FOLLOWING:
	Name(s) of Registered Owner(s):
	Window Ticket Number (if any):
	Date of Execution of Notice of Guaranteed Delivery:
	Name of Institution that Guaranteed Delivery:
	Account Number: Transaction Code Number:

PAYER=S NAME: Mellon Investor Services LLC
Substitute Form W–9 Department of the Treasury Internal Revenue Service. Payee=s Request for Taxpayer Identification Number (ATIN@) Sign Here	Part 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW:	Social Security Number or Employer Identification Number _____________________________
	Part 2 - 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), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the AIRS@) 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. CERTIFICATION INSTRUCTIONS –– You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under–reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you were not subject to backup withholding, do not cross out such item (2).
	Signature____________________________ Date ________________________, 2001	Part 3 –– Awaiting TIN G

DESCRIPTION OF SHARES TENDERED
Names(s) & Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s))	Share Certificate(s) and Shares Tendered (Attach additional signed list if necessary)