EX-99.(A)(2) LETTER OF TRANSMITTAL

To Tender Shares of Common Stock
of
GENCOR INDUSTRIES, INC.
Pursuant to the Offering Circular Dated November 13, 2003

Cash Tender Offer and Offer to Exchange Shares of Common Stock
for
$2.00 in Cash plus $1.00 in Principal Amount
of 10% Junior Subordinated Notes

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY FOR THE OFFER.

YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE COMPLETING.

Name(s) and Address(es) of Registered Holder(s)
(If Blank, Please Fill In Exactly as Name(s) and Address(es)
Appear(s) on Share Certificate(s))

*		Need not be completed if transfer is made by book-entry transfer.

**		Unless otherwise indicated, it will be assumed that ALL Shares represented by the listed certificate(s) are being tendered. See Instruction 4. IF ANY OF THE CERTIFICATE(S) REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 10.

This Letter of Transmittal is to be used either if certificates for Shares (as defined herein) are to be delivered herewith or, unless an Agent’s Message (as defined in the Offering Circular, which is defined herein) is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer described in the Offering Circular to an account maintained by the Depositary (as defined herein) at the Book-Entry Transfer Facility (as defined in the Offering Circular). Stockholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in the Offering Circular) with respect to their Shares, and all other documents required hereby, to the Depositary prior to the expiration date of the Offer (as defined herein) must tender their Shares in accordance with the guaranteed delivery procedures described in the Offering Circular. See Instruction 2. Delivery of this Letter of Transmittal or any documents required hereby to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

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

The undersigned hereby tenders to Gencor Industries, Inc., a Delaware corporation (the “Company”), the above described shares of the Company’s common stock, par value $0.10 per share (the “Shares”) upon the terms and subject to the conditions set forth in the Company’s Offering Circular, dated November 13, 2003 (the “Offering Circular”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

Upon the terms of the Offer, subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered herewith (and any and all dividends, distributions, other shares or other securities or rights issued or issuable in respect thereof on or after acceptance for payment of such Shares (collectively, “Distributions”)) and irrevocably constitutes and appoints Continental Stock Transfer & Trust Company (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Shares (and any and all Distributions): (1) to deliver certificates for such Shares (and any such other Shares or securities or rights) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; (2) to present such Shares (and any and all Distributions) for transfer on the Company’s books; and (3) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered herewith (and any and all Distributions) and, when the same are accepted for payment by the Company, the Company will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim. The undersigned will, upon request, execute any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered herewith (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Company any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Company shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount of value of such Distribution as determined by the Company in its sole discretion.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall he binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as described in the Offering Circular, this tender is irrevocable. The Company reserves the right to require that, in order for the Shares or other securities to he deemed validly tendered, immediately upon the Company’s acceptance for payment of such Shares, the Company must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s stockholders.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offering Circular and in the Instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment).

The undersigned acknowledges that under no circumstances will the Company pay interest on the cash portion of the purchase price, including, without limitation, by reason of any delay in making payment. Without limiting the foregoing, if the price to be paid in the Offer is amended, the price to be paid to the undersigned will be the amended price. The undersigned recognizes that, under certain circumstances set forth in the Offering Circular,

the Company may terminate or amend the Offer, or may postpone the acceptance for payment of, or the payment for, Shares validly tendered, or may not be required to purchase any Shares validly tendered.

Unless otherwise indicated on page 6 in the box labeled “Special Payment Instructions,” please issue the check and note for the purchase price (unless only a check is to be issued in lieu of issuance of a note in the principal amount of less than $100.00) and/or return any certificate(s) for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) indicated herein in the box labeled “Description of Shares Tendered” on page 2 of this Letter of Transmittal. Similarly, unless otherwise indicated herein in the above box labeled “Special Delivery Instructions,” please mail the check and note for the purchase price (unless only a check is to be issued in lieu of issuance of a note in the principal amount of less than $100.00) and/or return any certificate(s) for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) indicated herein in the above box labeled “Description of Shares Tendered” on page 2 of this Letter of Transmittal.

In the event that both of the boxes herein labeled the “Special Payment Instructions” and the “Special Delivery Instructions,” respectively, are completed, please issue the check and note for the purchase price (unless only a check is to be issued in lieu of issuance of a note in the principal amount of less than $100.00) and/or return any certificate(s) for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check, note and/or return such certificate(s) (and any accompanying documents, as appropriate) to, the person or persons indicated therein. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility. The undersigned recognizes that the Company has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name(s) of the registered holder(s) thereof if the Company does not accept for payment any of the Shares so tendered.

IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 10.

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

Issue o check, o note and/or o certificate(s) to:


Name

		(Please Print)
Address

		(City, State, Zip Code)




(Employer Identification or Social Security Number)
(Also complete Substitute Form W-9 below)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if certificate(s) for Shares not tendered or not accepted for payment and/or the check and note (if applicable) for the purchase price of Shares accepted for payment is/are to be issued in the name of someone other than the undersigned or to the undersigned at an address other than that listed under “Description of Shares Tendered” on page 2 hereof.

Mail o check, o note and/or o certificate(s) to:


Name

		(Please Print)
Address

		(City, State, Zip Code)




(Employer Identification or Social Security Number)
(Also complete Substitute Form W-9 below)

PLEASE SIGN HERE
(To be completed by all stockholders)
(Also complete Substitute Form W-9 below)

Signature(s):

(Signature(s) of Stockholder(s))

Dated: , 2003

(Must be signed by registered holder(s) exactly as name(s) appear(s) on the certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of corporations or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)


Name(s):

		(Please Print)
Capacity (Full Title):

Address:



Daytime Area Code and Telephone Number:

Tax Identification or Social Security Number:

(See Substitute Form W-9)

GUARANTEE OF SIGNATURE(S)
(If Required – See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.


Authorized Signature(s)

Name(s):

		(Please Print)
Title:

Name of Firm:

Address:



Daytime Area Code and Telephone Number:

Dated: , 2003

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if: (1) this Letter of Transmittal is signed by the registered holder(s) of Shares tendered herewith, unless such registered holder(s) has completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” on this Letter of Transmittal; or (2) such Shares are tendered for the account of a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent’s Medallion Program, Nasdaq Stock Market Guarantee Program or the Stock Exchange Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). For purposes of this Instruction 1, a registered holder of Shares includes any participant in the Book-Entry Transfer Facilities system whose name appears on a security position listing as the owner of the Shares. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be tendered herewith or, unless an Agent’s Message is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer described in the Offering Circular to an account maintained by the Depositary at the Book Entry Transfer Facility. For a stockholder to validly tender Shares in the Offer, either: (1) the certificate(s) representing the tendered Shares, together with this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the expiration date of the Offer; (2) in the case of a tender effected pursuant to a book-entry transfer: (a) either this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the expiration date of the Offer; and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offering Circular and a Book-Entry Confirmation (as defined in the Offering Circular) must be received by the Depositary prior to the expiration date of the Offer; or (3) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offering Circular prior to the expiration date of the Offer.

If a stockholder desires to tender Shares in the Offer and such stockholder’s certificate(s) representing such Shares are not immediately available, or the book-entry transfer procedures described in the Offering Circular cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the expiration date of the Offer, such stockholder may tender such Shares if all the following conditions are met: (1) such tender is made by or through an Eligible Institution; (2) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company, is received by the Depositary at one of its addresses listed herein prior to the expiration date of the Offer; and (3) either: (a) the certificate(s) representing such Shares, together with this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees, and any other required documents, are received by the Depositary at one of its addresses listed herein within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery; or (b) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described in the Offering Circular: (i) either this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees, or an Agent’s Message, and any other required documents, is received by the Depositary at one of its addresses listed herein prior to the expiration date of the Offer; and (ii) such Shares are delivered pursuant to the book-entry transfer procedures described in the Offering Circular, and a Book-Entry Confirmation is received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which the New York Stock Exchange is open for business.

The method of delivery of Shares to be tendered in the Offer, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Shares to be tendered in the Offer will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery of Shares is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile copy of it), waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal.

4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any certificate submitted are to be tendered herewith, fill in the number of Shares that are to be tendered in the above box entitled “Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares not tendered that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the “Special Payment Instructions” and/or “Special Delivery Instructions” boxes on page 6 of this Letter of Transmittal, as soon as practicable after the acceptance of payment of, and payment for, the Shares tendered herewith. All of the Shares represented by certificate(s) delivered to the Depositary will be deemed to have been tendered unless otherwise indicated in the above box entitled “Number of Shares Tendered.”

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever. If any of the Shares tendered herewith are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates. When this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered herewith, no endorsements of certificate(s) or separate stock powers are required unless payment is to be made to, or notes and/or certificate(s) for Shares not tendered or accepted for payment are to be issued to, a person other than the registered owner(s). Signatures on such certificate(s) or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate(s) or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, general partners of partnerships, managing members of limited liability companies, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence, satisfactory to the Company, of their authority to so act must be submitted.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of certificate(s) listed in the above box entitled “Description of Shares Tendered,” such certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner(s) appear on such certificate(s) and the signatures on such certificate(s) or stock powers must be guaranteed by an Eligible Institution.

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

7. Special Payment and Delivery Instructions. If a check or note is to be issued in the name of, and/or certificates for Shares not accepted for payment are to be returned to, a person other than the person signing this Letter of Transmittal, or if a check or note is to be sent and/or such certificates are to be returned to a person other than the person signing this Letter of Transmittal or to an address other than that shown above, the “Special Payment Instructions” and/or “Special Delivery Instructions” on page 6 of this Letter of Transmittal must be completed.

8. Waiver of Conditions. Subject to the terms and conditions of the Offer in limited instances, the Company reserves the absolute right in its sole discretion to waive any of the specified conditions (including in limited instances the Majority of Minority Condition (as defined in the Offering Circular)) of the Offer, in whole or in part, in the case of any Shares to be tendered herewith.

9. Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash and/or notes in the Offer, a stockholder tendering Shares in the Offer who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 included below in this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder’s correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on such stockholder and payment of cash to such stockholder in the Offer may be subject to backup withholding of 28%.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return. The stockholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner(s) of the Shares tendered herewith. If such Shares are held in more than one name, or are not in the name of the actual owner(s), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will he refunded to such stockholder if a TIN is provided to the Depositary within 60 days.

See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for more instructions.

Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Tendering stockholders who are not U.S. citizens or U.S. resident aliens should complete and sign the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, copies of which may be obtained from the Depositary, in order to avoid backup withholding. Stockholders should consult their tax advisors about qualifying for exemption from backup withholding and the procedure for obtaining such exemption.

10. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the Stockholder should promptly notify the transfer agent for the Company’s common stock, Continental Stock Transfer & Trust Company, at (212) 509-4000. The stockholder will then be instructed by Continental Stock Transfer & Trust Company as to the steps that must be taken in order to replace such certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been completed.

Important: This Letter of Transmittal (or facsimile copy of it) duly completed and signed together with any signature guarantees, or in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary prior to the expiration date of the Offer, and either certificates for tendered Shares must be received by the Depositary or Shares must be delivered pursuant to the procedures for book-entry transfer described in the Offering Circular, in each case prior to the expiration date of the Offer, or the tendering stockholder must comply with the procedures for guaranteed delivery described in the Offering Circular.

PAYERS NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY


SUBSTITUTE	PART 1 - PLEASE PROVIDE YOUR TIN IN THE		Social Security Number
	BOX AT RIGHT AND CERTIFY BY SIGNING AND		or
	DATING BELOW		Employer
			Identification Number
Form W-9
Department of the
Treasury,
Internal Revenue Service
Payer’s Request	PART 2 - CERTIFICATION. - Under penalties of perjury, I certify that:
For Taxpayer
Identification	(1)	The number shown on this form is my correct Taxpayer
Number (“TIN”)		Identification Number (or I am waiting for a number to be issued to me), and

	(2)	I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.

	CERTIFICATION INSTRUCTION – You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 below.

		Part 3
		Awaiting TIN o
		Part 4
		Exempt TIN o

		Signature:	Date:

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify tinder 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 to the Depositary, 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified taxpayer identification number within 60 days.



Signature		Date

NOTE:

FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU IN THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

Manually signed facsimile copies of this Letter of Transmittal will be accepted. This Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, hank, trust company or other nominee to the Depositary at one of its addresses listed below.

Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at its address and telephone number listed below. Additional copies of the Offering Circular, this Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may he obtained from the Information Agent and will be furnished promptly free of charge. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State St., 10^th Floor
New York, NY 10004


By Facsimile Transmission for	By Registered or Certified Mail:	By Hand Delivery or
Eligible Institutions Only:		Overnight Courier:
(212) 616-7610

For Confirmation of Receipt Only:	Continental Stock Transfer & Trust	Continental Stock Transfer & Trust
(212) 509-4000 ext. 536	Company	Company
	17 Battery Place, 8^th Floor	17 Battery Place, 8^th Floor
	New York, NY 10004	New York, NY 10004


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
















	Total Shares Tendered


By Facsimile Transmission for	By Registered or Certified Mail:	By Hand Delivery or Overnight Courier:
Eligible Institutions Only:
(212) 616-7610

For Confirmation of Receipt Only:	Continental Stock Transfer & Trust Co.	Continental Stock Transfer & Trust Co.
(212) 509-4000 ext. 536	17 Battery Place, 8^th Floor	17 Battery Place, 8^th Floor
	New York, NY 10004	New York, NY 10004


Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery: