Exhibit 99

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     The Company desires to take advantage of the new "safe
harbor" provisions of the Private Securities Litigation Reform
Act of 1995 and is filing this cautionary statement in connection
with such safe harbor legislation.  The Company's Form 10-K, the
Company's Annual Report to Shareholders, this or any other Form
10-Q or any Form 8-K of the Company or any other written or oral
statements made by or on behalf of the Company may include
forward-looking statements which reflect the Company's current
views with respect to future events and financial performance.
The words "believe," "expect," "anticipate," "intends,"
"estimate," "forecast," "project" and similar expressions
identify forward-looking statements.

     The Company wishes to caution investors that any
forward-looking statements made by or on behalf of the Company
are subject to uncertainties and other factors that could cause
actual results to differ materially from such statements.  These
uncertainties and other factors include, but are not limited to
the Risk Factors listed below (many of which have been discussed
in prior SEC filings by the Company).  Though the Company has
attempted to list comprehensively these important factors, the
Company wishes to caution investors that other factors may in the
future prove to be important in affecting the Company's results
of operations.  New factors emerge from time to time and it is
not possible for management to predict all of such factors, nor
can it assess the impact of each such factor on the business or
the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
any forward-looking statements.

     Investors are further cautioned not to place undue reliance
on such forward-looking statements as they speak only of the
Company's views as of the date the statement was made.  The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.

Importance of Fourth Quarter; Fluctuations in Quarterly Operating
Results

     The Company's business is subject to the seasonal variations
in demand that the Company believes are generally associated with
the direct marketing and retail industries. Historically, the
Company has realized a significant portion of its sales and net
income during the fourth quarter. Over the past several years,
the Company has observed that customers waited until later in the
fourth quarter to order merchandise from the Company's catalogs,
following a trend which has affected the retail industry as a
whole. The Company's annual results could be adversely affected
if the Company's sales were to be substantially below seasonal
norms during the fourth quarter of any year. In addition to
seasonal variations, the Company experiences variances in
quarterly results from year to year that result from changes in
the timing of its promotions and the types of customers and
products promoted and, to some extent, variations in dates of
holidays and the timing of quarter ends resulting from a 52/53
week year.

Increases in Postal and Paper Costs

     The Company mails its catalogs and ships most of its
merchandise through the United States Postal Service. The Company
experienced a significant increase in postage costs in fiscal
1995. In addition, the Company experienced price increases in
1995 for paper that is used in the production of its catalogs
which further increased the Company's cost of doing business in
1995 and further continued in 1996. Additional increases in
postal rates or paper costs may have a material adverse impact on
the Company's results of operations to the extent that the
Company is unable to offset such increase by raising selling
prices or by implementing more efficient mailing, delivery and
order fulfillment systems.

Funding and Securitization Considerations

     The Company depends heavily upon the securitization of its
subsidiaries' accounts receivable and credit card loans to fund
its operations and to date has been able to complete
securitization transactions on terms that it believes are
favorable. There can be no assurance, however, that the
securitization market will continue to offer attractive funding
alternatives. In addition, the Company's ability to securitize
the assets of its subsidiaries depends on the continued
availability of credit enhancement on acceptable terms and the
continued favorable legal, regulatory, accounting and tax
environment for securitization transactions. While the Company
does not at present foresee any significant problems in any of
these areas, any such adverse change could force the Company to
rely on other potentially more expensive funding sources. Adverse
changes in the performance of the securitized assets of the
Company's subsidiaries, including increased delinquencies and
losses, could result in a downgrade or withdrawal of the ratings
on the outstanding certificates under these securitization
transactions or cause early amortization of such certificates.
This could jeopardize the ability of the Company's subsidiaries
to effect other securitization transactions on acceptable terms,
thereby decreasing the Company's liquidity and forcing the
Company to rely on other funding sources to the extent available.

Consumer Spending

     The success of the Company's operations depends upon a
number of economic conditions affecting disposable consumer
income such as employment, business conditions, interest rates
and taxation. Adverse changes in these economic conditions may
restrict consumer spending. There can be no assurance that weak
economic conditions or changes in the retail environment or other
economic factors that have an impact on the level of consumer
spending would not have a material adverse impact on the Company.

Credit Risks

     Fingerhut's installment sales practices and Metris' credit
card operations are subject to all of the risks associated with
unsecured credit transactions, including (1) the risk of
increasing delinquencies and credit losses during economic
downturns, (2) the risk that an increasing number of customers
will default on the payment of their outstanding balances or seek
protection under bankruptcy laws, resulting in accounts being
charged off as uncollectible, (3) the risk of fraud, and (4) in
the case of revolving credit accounts, the risk that increases in
discretionary repayment of account balances by customers will
result in diminished finance charge or other income. In addition,
general economic factors, such as the rate of inflation,
unemployment levels and interest rates may affect the Company's
target market customers (moderate income consumers) more severely
than other market segments. In addition, Metris' credit card
portfolio, as of the date hereof, consists of accounts which have
been generated in the last 18 months and, as a result, there can
be no assurance as to the levels of delinquencies and losses that
can be expected over time with respect to such portfolio.

Interest Rate Risk

     Fingerhut's closed-end installment contracts are fixed-
priced, fixed-term contracts and Metris' credit card accounts
generally have finance charges set as a variable rate with a
spread above a designated prime rate or other designated index.
The Company intends to manage interest rate risk through asset
and liability management. Fluctuations in interest rates may
adversely affect the cost of funds of Fingerhut and Metris.

Regulatory Matters

     The Company's business is subject to regulation by a variety
of state and federal laws and regulations related to advertising,
time payment pricing, offering and extending credit, charging and
collecting state sales and use taxes and product safety. The
Company's practices in certain of these areas are subject to
periodic inquiries and proceedings by various regulatory
agencies. None of these actions has had a material adverse effect
upon the Company. While the Company believes it is in material
compliance with all such laws and regulations, if the Company is
found not to be in compliance with any such laws and regulations,
it could become subject to cease and desist orders, injunctive
proceedings, obligations to collect additional sales and use
taxes, obligations for prior uncollected sales and use taxes,
civil fines and other penalties. The occurrence of any of the
foregoing could adversely affect the Company's results of
operations and financial condition.

     Fingerhut relies on the Minnesota "time-price" doctrine in
establishing and collecting installment payments on products sold
in many states. Under this doctrine, the difference between the
time price and cash price for the same goods is not treated as
interest subject to regulation under laws governing the extension
of credit. In other states, Fingerhut is subject to regulations
that limit maximum finance charges and require refunding of
finance charges to customers under certain circumstances. Certain
individuals who have purchased goods from Fingerhut have filed
suit challenging the applicability of the time-price doctrine to
Fingerhut's business. Any change of law restricting Fingerhut's
use of the time-price doctrine or otherwise negatively affecting
its credit practices could have an adverse effect on the
Company's results of operations and financial condition.

     Metris is subject to numerous Federal and state consumer
protection laws that impose requirements related to offering and
extending credit. The United States Congress and the states may
enact laws and amendments to existing laws to regulate further
the credit card industry or to reduce finance charges or other
fees or charges applicable to credit card and other consumer
revolving loan accounts. Such laws, as well as any new laws or
rulings which may be adopted, may adversely affect the ability of
Metris to collect on account balances or maintain previous levels
of periodic rate finance charges and other fees and charges with
respect to the accounts. Any failure by the Company to comply
with such legal requirements also could adversely affect its
ability to collect the full amount of the account balances.
Direct Merchants Bank is also subject to regulation by the
Federal Reserve Board, the Federal Deposit Insurance Corporation
and the Office of the Comptroller of the Currency. Such
regulations include limitations on the extent to which Direct
Merchants Bank can finance or otherwise supply funds to Metris
and its affiliates through dividends, loans or otherwise.

     Changes in Federal and state bankruptcy and debtor relief
laws could adversely affect the Company if such changes result
in, among other things, additional administrative expenses and
accounts being written off as uncollectible.

Foreign Suppliers

     Fingerhut purchases, directly or indirectly, a significant
portion (approximately 36% in fiscal 1995) of its merchandise
from foreign suppliers. Although substantially all of the
Company's foreign purchases are denominated in U.S. dollars, the
Company is subject to the risks of doing business abroad,
including increases in import duties, decreases in quotas,
adverse fluctuations in currency exchange rates, increased
customs regulations and political turmoil. The occurrence of any
of the foregoing could adversely affect the Company's earnings.

Competition

     The direct marketing industry includes a wide variety of
specialty and general merchandise retailers and is both highly
fragmented and highly competitive. The Company's direct-to-the
consumer segment sells its products to customers in all states of
the United States and competes in the purchase and sale of
merchandise with all retailers, including general and specialty
catalog marketers, television shopping marketers, retail
department stores, discount department stores and variety stores,
many of which are national chains. The loss of any significant
portion of the Company's market share to other retailers could
adversely affect the Company's earnings.

     As a marketer of consumer credit products, Metris faces
increasing competition from numerous providers of financial
services, many of which have greater resources than Metris. In
particular, Metris' credit card business competes with national,
regional and local bank card issuers as well as issuers of other
general purpose credit cards, such as American Express, Discover
Card and Diners Club. Many of these issuers are substantially
larger and have more seasoned credit card portfolios than the
Company and often compete for customers by offering lower
interest rates or fee levels. In general, customers are attracted
to credit card issuers largely on the basis of price, credit
limit and other product features and customer loyalty is often
limited.