Exhibit 99
                                
                      CAUTIONARY STATEMENT
              REGARDING FORWARD-LOOKING STATEMENTS

     Metris Companies Inc. ("Metris" or "the Company") desires to
take  advantage  of the "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, any Form 10-Q or Form 8-K filed  by  the
Company  or any other written or oral statements made  by  or  on
behalf of the Company may also 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  factors  listed below (many of which have been discussed  in
the  Company's  prior  filings with the Securities  and  Exchange
Commission).    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.
     
Dependence on Fingerhut

     As  of December 31, 1996, approximately 50% of the Company's
credit  card  accounts  were customers of  Fingerhut  Corporation
("Fingerhut Customers"), accounting for approximately 51% of  the
Company's  managed loans, and Fingerhut Customers  are  currently
the   Company's  only  customers  for  extended  service   plans.
Moreover, until the Company further develops its own database  of
information  based upon its experience as an independent,  stand-
alone entity, its success in the credit card business will remain
largely dependent upon its exclusive rights to use information in
Fingerhut's  proprietary  database  (the  "Fingerhut  Database"),
particularly   with  respect  to  the  experience  of   Fingerhut
Corporation  ("Fingerhut") with its customers.  Similarly,  until
the    Company   develops   extended   service   plan   marketing
relationships with other companies, its success in  the  extended
service  plan  business will remain largely  dependent  upon  its
right  to  provide extended service plans to Fingerhut  Customers
and  the  level  of  Fingerhut's sales of  warrantable  products.
Metris has entered into agreements with Fingerhut relating to (i)
credit   cards  issued  to  Fingerhut  Customers,  (ii)  use   of
information  in  the  Fingerhut Database and (iii)  marketing  of
extended  service plans to Fingerhut Customers. The loss  of  the
ability  to  use  information from the Fingerhut Database  or  to
market  to  Fingerhut Customers would have a significant  adverse
economic impact on the Company's results of operations and future
prospects.   Significant adverse changes which materially  affect
Fingerhut's  ability to maintain its database or to continue  its
catalog sales business would also have an adverse impact  on  the
Company.
     
     Fingerhut  Companies, Inc. ("FCI") is  a  guarantor  of  the
Company's  bank revolving credit facility.  Breaches of covenants
contained  in the guaranty, including various financial covenants
of  FCI, would be events of default under the facility.  Upon the
occurrence of any such event the facility would be terminable  at
the  option  of the lenders.  Such events could have  a  material
adverse  impact on the Company's financial condition and  results
of  operations.   To  the extent that the FCI guarantee  contains
certain   financial  covenants  and  the  cost   of   maintaining
availability and borrowing under the revolving credit facility is
based  on  FCI's credit rating, the Company will be dependent  on
the  financial  strength and performance of FCI.   FCI  has  been
impacted  by  the  industry-wide increase in  paper  and  postage
rates,  which  began  in  early 1995  and  continued  into  1996.
Primarily as a result such increases in paper and postage  rates,
FCI's  debt rating was downgraded in 1996 by Standard  &  Poor's.
FCI  is currently rated BBB/Baa2 by Standard & Poor's and Moody's
Investors Service, respectively.

Lack of Prior Operating History as Stand-Alone Entity

     FCI's   financial   services  business,   including   Direct
Merchants   Credit  Card  Bank,  National  Association   ("Direct
Merchants  Bank"), recently has been consolidated  within  Metris
and  therefore has operated as a separate operating group  for  a
limited  time.   In addition, the Company's management  team  has
operated the Company as a stand-alone entity for a limited  time.
A  number  of  significant changes occurred in  the  funding  and
operations of the Company in connection with the consummation  of
the Company's initial public offering.  These changes include the
establishment of the Company's revolving credit facility and  its
own incentive compensation and stock option plans.  These changes
may  have  a  substantial  impact on the financial  position  and
future  results of operations of the Company.  As a  result,  the
historical  financial information included in the Company's  Form
10-K, the Company's Annual Report to Shareholders, any Form  10-Q
or  Form  8-K filed by the Company or any other written  or  oral
statements made by the Company, does not necessarily reflect  the
financial  position and results of operations of the  Company  in
the  future  or  what  the  financial  position  and  results  of
operations of the Company would have been had it been operated as
a  stand-alone entity during the periods presented.  Because  FCI
has  guaranteed the Company's indebtedness, the Company's funding
costs  will not increase in the short-term.  FCI is contractually
committed  to  guarantee the Company's revolving credit  facility
for  the  term of that facility, but if FCI no longer  guaranteed
the  Company's  indebtedness, the Company's funding  costs  would
increase and the Company's earnings on a stand-alone basis  would
be expected to be lower, all other things being equal.
     
     Metris   has   entered   into  an  Administrative   Services
Agreement, under which subsidiaries of FCI have agreed to provide
a  variety  of  administrative  services  to  the  Company  on  a
transitional   basis.    Following   the   termination   of   the
Administrative Services Agreement, the Company will  be  required
to  provide or procure these administrative services without  the
assistance previously provided by FCI.  The impact of  these  and
other  changes  on  the  Company's  operations  cannot  be  fully
predicted.
     
Lack of Seasoning of Credit Card Portfolio

      The  average  age  of a credit card issuer's  portfolio  of
accounts is an indicator of the stability of delinquency and loss
levels of that portfolio; a portfolio of older accounts generally
behaves more predictably than a newly originated portfolio.  Most
of  the Company's credit card accounts were originated within the
last  18 months and over 30% were originated within the last  six
months.  As a result, there can be no assurance as to the  levels
of  delinquencies  and losses, which may affect earnings  through
net  charge-offs that can be expected over time with  respect  to
the   Company's  portfolio.   Until  the  accounts  become   more
seasoned, it is likely that the levels of such delinquencies  and
losses will increase as the average age of the Company's accounts
increases.   Any material increases in delinquencies  and  losses
above  management's  expectations would have a  material  adverse
impact  on  the  Company's  results of operations  and  financial
condition.

Ability to Sustain and Manage Growth

     In  order to meet its strategic objectives the Company  must
continue  to  achieve growth in its credit card  loan  portfolio.
Continued  growth  in  the Company's credit card  loan  portfolio
depends  on (i) the Company's ability to attract new cardholders,
(ii) growth in both existing and new account balances, (iii)  the
degree  to which the Company loses accounts and account  balances
to  competing  card  issuers, (iv) levels  of  delinquencies  and
losses  (v)  the  availability  of funding  (including,  but  not
limited  to, securitizations) on favorable terms and (vi) general
economic  and  other factors beyond the control of  the  Company.
The  Company's  growth is also dependent  on  the  level  of  the
Company's  marketing expenditures used to solicit  new  customers
and the number of responses the Company receives with respect  to
solicitations  for  its  consumer  credit,  fee-based  and  other
financial service products.  Any increases in postal rates  could
have  a  negative  impact on the level and cost of'  direct  mail
marketing activities.  No assurance can be given as to the future
growth in the Company's loan portfolio or its profitability.
     
     Further  growth  of the Company will require employment  and
training of new personnel, expansion of facilities, expansion  of
management  systems  and access to additional  capital.   If  the
Company is unable to manage its growth effectively, the Company's
profitability and its ability to achieve its strategic objectives
may be adversely affected.
     
Risks Related to Target Market

     The Company targets its consumer credit products to moderate
income  consumers.  Lenders historically have not solicited  this
market  to  the  same  extent  as more  affluent  market  segment
consumers.   As  a result, in addition to higher delinquency  and
loss  rates, there is less historical experience with respect  to
the  credit  risk  and performance of moderate income  consumers.
There  can  be  no  assurance that the Company  can  successfully
target  and  evaluate  the creditworthiness  of  moderate  income
consumers so as to minimize the expected higher delinquencies and
losses or that the Company's risk-based pricing system can offset
the  negative  impacts the expected higher delinquency  and  loss
experience  for this market segment has on overall profitability.
Nor  can  there  be  assurance that the Company can  successfully
price its fee based products and manage claims and service costs.
     
     Primary  risks associated with unsecured lending, especially
to  the  Company's target market, which focus on moderate  income
consumers,  are  that (i) delinquencies and  credit  losses  will
increase because of future economic downturns, (ii) 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,  (iii)
fraud  by  cardholders and third parties will increase  and  (iv)
unfavorable  changes  in  consumers' attitudes  toward  financing
purchases  with debt or in cardholder payment behavior,  such  as
increases  in  discretionary repayment of account balances,  will
result in diminished interest income.  At December 31, 1996,  the
Company's  managed credit card loans 30 days or  more  delinquent
were  5.53%  of managed loans compared to 3.95% at  December  31,
1995.   A  portion  of  this increase is to be  expected  as  the
Company's  portfolio continues to season.  Additionally,  general
economic  factors,  such  as the rate of inflation,  unemployment
levels  and interest rates may affect the Company's target market
customers more severely than other market segments.

Limited History of Credit Card Operations

     The  Company  began  originating and servicing  credit  card
accounts  in  March 1995, and thus has limited  underwriting  and
servicing experience, and limited delinquency, default  and  loss
experience  with  respect to its credit card accounts.   Although
the  Company  has experienced substantial growth in  credit  card
loans  outstanding, revenues and net earnings, there  can  be  no
assurances  that  these rates of growth will  be  sustainable  or
indicative of future results.  In addition, the Company's results
of  operations, financial condition and liquidity  depend,  to  a
material  extent,  on  its  ability to  manage  its  credit  card
business  and  on  the  performance  of  the  credit  card  loans
outstanding.
     
Interest Rate Risk
     
     The  Company's credit card accounts generally  have  finance
charges  set at a variable rate with a spread above a  designated
prime  rate  or  other  designated index.  Although  the  Company
intends  to  manage  its  interest rate risk  through  asset  and
liability management, as the interest rate environment fluctuates
the  Company may be adversely affected by changes in its cost  of
funds as well as in the relationship between the indices used  in
the  Company's securitizations and other funding and the  indices
used to determine the finance charges on account balances.
     
Funding and Securitization Considerations
     
     The  Company depends heavily upon the securitization of  its
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  its  assets 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   Company's
securitized assets, including increased delinquencies and losses,
could  result in a downgrade or withdrawal of the ratings on  the
outstanding   certificates  under  the  Company's  securitization
transactions  or  cause early amortization of such  certificates.
This  could  jeopardize  the Company's ability  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.
     
     The  Company is also dependent on its bank revolving  credit
facility, which is guaranteed by FCI.  In the event that  FCI  no
longer  owns  51%  or  more of the Company or  FCI  breaches  its
covenants, including various financial covenants contained in its
guarantee, the facility may be terminated by the lenders.
     
Regulation

     The activities of Metris are subject to extensive regulation
under both federal and state laws and regulations.  Such laws and
regulations  significantly  limit the  activities  in  which  the
Company   and  the  Company's  credit  card  subsidiary,   Direct
Merchants   Bank,   will  be  permitted  to   engage.    Numerous
legislative  and  regulatory proposals  are  advanced  each  year
which,   if   adopted,  could  adversely  affect  the   Company's
profitability  or limit the manner in which the Company  conducts
its  activities.  Moreover, the Company's interactions  with  FCI
pursuant to certain intercompany agreements are constrained under
those agreements by the requirements of the Fair Credit Reporting
Act  ("FCRA").   Failure to comply with such  requirements  could
result  in  termination  of such agreements  and/or  the  Company
and/or  Fingerhut becoming a consumer reporting agency under  the
FCRA.   The  FCRA  imposes  a number of  complex  and  burdensome
regulatory requirements and restrictions on a consumer  reporting
agency, including restrictions on the circumstances under which a
consumer  reporting  agency may furnish  information  to  others.
Accordingly,  if  Fingerhut were to become a  consumer  reporting
agency,  the  FCRA  would restrict the Company's  access  to  the
Fingerhut Database.  Similarly, if the Company were to  become  a
consumer  reporting agency its ability to furnish information  to
third parties would be restricted by the FCRA.  Such restrictions
on  the Company's ability to access the Fingerhut Database and/or
on  the Company's ability to furnish information to third parties
could have a significant adverse economic impact on the Company's
results of operations and future prospects.
     
     Direct  Merchants Bank is also subject to regulation by  the
Federal  Reserve Board, the Federal Deposit Insurance Corporation
and  the OCC.  Such regulations include limitations on the nature
of the businesses Direct Merchants Bank may conduct.
     
Consumer and Debtor Protection Laws

      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 further regulate 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 Company's  ability
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.
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.

Competition

     As  a  marketer  of  consumer credit products,  Metris  faces
increasing  competition  from  numerous  providers  of   financial
services,  many of which have greater resources than the  Company.
In  particular, the Company's credit card business  competes  with
national,  regional and local bank card issuers as well  as  other
general  purpose  credit card issuers, such as  American  Express,
Discover  Card and Diners Club.  Over 6,000 issuers are affiliated
with  MasterCard alone.  Many general purpose credit card  issuers
are  substantially  larger  and have  more  seasoned  credit  card
portfolios  than  the Company and often compete for  customers  by
offering  lower  interest rates and/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.
     
     As  the Company attempts to expand its extended service  plan
business  to  the  customers  of third-party  retailers,  it  will
compete  with  manufacturers,  financial  institutions,  insurance
companies  and  a  number of independent administrators,  many  of
which  have  greater operating experience and financial  resources
than the Company.
     
     There are numerous competitors in the fee-based products  and
services market, including insurance companies, financial services
institutions   and   other  membership-based   consumer   services
providers, many of which are larger, better capitalized  and  more
experienced than the Company.
     
Control by FCI

      FCI owns approximately 83% of the outstanding shares of  the
Company's  Common  Stock.  Through its ability to  elect  all  the
directors  of  the Company, FCI effectively controls  all  matters
affecting the Company, including the adoption of amendments to the
Company's  Amended and Restated Certificate of Incorporation  (the
"Certificate of Incorporation"), any determination with respect to
the acquisition or disposition of Company assets, future issuances
of  the  Company's  common stock, par value $.01  per  share  (the
"Common  Stock") or other securities of the Company, the Company's
incurrence of debt, and any dividend payable on the Common Stock.

      FCI has not made any decision regarding its future plans for
its  ownership interest in the Company.  There can be no assurance
that FCI will maintain its ownership interest in the Company or as
to the manner or timing of any disposition of Common Stock by FCI.
The  Company's bank revolving credit agreement requires  that  FCI
hold at least 51% of the Common Stock.

Fingerhut Private Label Credit Cards
     
     FCI  has  established  a  limited purpose  credit  card  bank
affiliate  ("Fingerhut National Bank"), which will issue Fingerhut
private  label  credit cards.  Such cards could be  used  only  to
purchase  Fingerhut  products and may compete with  the  Company's
credit cards with respect to such purchases.  To the extent that a
Metris  cardholder has a Fingerhut credit card  or  other  private
label  credit  card, his or her use of or availability  of  credit
under a Metris credit card may be reduced.
     
      The  Company  believes that FCI's plans to  issue  Fingerhut
private  label  credit  cards will not have  a  material  negative
effect on the Company.  Fingerhut currently provides credit to its
customers  for their purchases of Fingerhut products and services,
and private label credit cards would be an extension of the credit
options Fingerhut currently provides.  Any Fingerhut private label
credit cards could be used only to purchase Fingerhut products and
services.

Potential Conflicts of Interest; Relationship with FCI

     Corporate Opportunities
     
     The  relationship between the respective businesses of Metris
and  FCI  may give rise to certain conflicts of interest regarding
corporate opportunities.  Because both the Company and FCI sell to
the same client base, use direct mail and provide credit, business
opportunities may arise that either could pursue.  While Fingerhut
will  be  prohibited  under  the Co-Brand  Credit  Card  Agreement
between Fingerhut and Metris from directly or indirectly issuing a
competing,  general  purpose credit card,  it  currently  provides
closed-end,  fixed payment installment contracts to its  customers
and expects to also provide closed-end or revolving credit private
label credit cards issued by a bank affiliate to its customers  in
the  future for use in purchasing Fingerhut products and services.
As  a  result, and as is the case now, FCI and Metris expect  that
Fingerhut customers who are also Metris cardholders will generally
continue to use Fingerhut credit for Fingerhut purchases  and  use
their  Metris  credit  cards  for other  purposes.   In  addition,
Fingerhut   presently  offers  various  types  of   credit-related
insurance products in connection with the credit it extends to its
customers,  and the bank affiliate will in the future  offer  such
products  in  connection with the private label  credit  cards  it
issues.   Metris  does not, and cannot, offer  these  products  in
connection with credit extended by Fingerhut or the bank affiliate
because  such products can be offered only by an insurance company
or  the  lender.   Therefore, FCI and Metris  believe  that  these
products  do  not  compete with, and have no material  effect  on,
Metris.
     
     To  address  the potential for conflicts between the  Company
and  FCI,  the  Certificate  of  Incorporation  contains  detailed
provisions concerning the business activities in which the Company
is  permitted to engage until the day after the third  shareholder
meeting held after FCI owns less than 50% of the Company's  voting
stock.
     
     The  relevant  provisions are intended to  permit  Metris  to
continue  all  activities in which it currently  engages,  and  to
expand  into  certain related financial service  products.   These
provisions  generally  permit the Company  to  continue  providing
consumer  credit products, extended service plans,  and  fee-based
products  and  services, and a variety of other financial  service
products  and services, provided that the Company shall not  offer
any  closed-end installment or revolving credit loans to Fingerhut
Customers  for  the  exclusive purchase of Fingerhut  merchandise.
The  Company may engage in any other business with the consent  of
FCI or authorized by a majority vote of the shareholders.  Because
these limitations may restrict the Company's ability to offer  new
products  or  services, they may limit the  Company's  ability  to
compete.
     
     The   Certificate   of   Incorporation   provides   that   no
opportunity, transaction, agreement or other arrangement to  which
FCI  or an entity in which FCI has an interest, is a party,  shall
be a corporate opportunity of the Company unless such opportunity,
transaction,  agreement  or  other  arrangement  shall  have  been
initially  offered to the Company before it is offered to  FCI  or
such  other  entity, and either (i) the Company has an enforceable
contractual  interest in such opportunity, transaction,  agreement
or   other  arrangement  or  (ii)  the  subject  matter  of   such
opportunity,  transaction, agreement or  other  arrangement  is  a
constituent  element of an activity in which the Company  is  then
actively engaged.  Even if the foregoing conditions were met, such
fact  alone  would  not conclusively render such  opportunity  the
property of the Company.  The intercompany agreements limit  FCI's
ability  to  engage in the financial services business during  the
terms  of such agreements, except through its ownership of  Common
Stock of the Company.  The foregoing provisions of the Certificate
of  Incorporation  of  the Company were determined  by  FCI  after
consultation  with  management of the Company  but  were  not  the
result of arm's-length negotiations.
     
     Other Potential Conflicts of Interest
     
      Conflicts of interest may arise in the future between Metris
and  FCI  in a number of areas relating to their past and  ongoing
relationships, including potential acquisitions of  businesses  or
properties,   the   election  of  new  or  additional   directors,
dividends,  incurrence  of indebtedness,  tax  matters,  financial
commitments, registration rights, administration of benefit plans,
service arrangements, issuances and sales of capital stock of  the
Company  and  public  policy  matters.   In  addition,  there  are
overlapping  directors and executive officers between the  Company
and  FCI.   The  Company has not instituted  any  formal  plan  or
arrangement  to address potential conflicts of interest  that  may
arise  between the Company and FCI.  However, the directors intend
to  exercise reasonable judgment and take such steps as they  deem
necessary under all of the circumstances in resolving any specific
conflict  of interest that may occur and will determine  what,  if
any, specific measures may be necessary or appropriate.  There can
be  no  assurance that any conflicts will be resolved in favor  of
the Company.

     Metris and Fingerhut have entered into a number of agreements
for the purpose of defining the ongoing relationship between them.
Pursuant to these arrangements, Fingerhut will provide benefits to
the  Company that it might not provide to a third party, and there
is  no  assurance  that  the terms and conditions  of  any  future
arrangements  between  Fingerhut  and  the  Company  will  be   as
favorable   to  the  Company  as  in  effect  now.   In  addition,
notwithstanding the Tax Sharing Agreement between the Company  and
FCI,  under  ERISA  and Federal income tax law each  member  of  a
consolidated group (for Federal income tax and ERISA purposes)  is
also  jointly  and  severally liable for the  Federal  income  tax
liability,  funding and termination liabilities,  certain  benefit
plan  taxes and certain other liabilities of each other member  of
the  consolidated  group.  Similar rules  may  apply  under  state
income tax laws.
     
Dependence on Key Personnel

     The  Company's  management and operations are dependent  upon
the  skills  and experience of a small number of senior management
and  operating  personnel including Ronald Zebeck,  President  and
Chief Executive Officer; Peter Michielutti, Senior Vice President,
Business   Development;  Douglas  McCoy,  Senior  Vice  President,
Operations;  Robert  Oberrender,  Senior  Vice  President,   Chief
Financial Officer; Douglas Scaliti, Vice President, Marketing; and
David  Reak,  Vice President, Credit Risk.  The Company  does  not
have  employment agreements with its executive officers  and  does
not maintain key-man life insurance on any executive officer.  The
loss of the services of members of senior management could have an
adverse impact on the Company.
     
Extended Service Plan Underwriting

     Historically,  Metris has contracted with a  third  party  to
perform services related to most of its extended service plans and
to  underwrite  the  risks  related  to  performance  under  those
extended service plans for a fee.  The Company has terminated this
agreement  for  sales on and after January 1, 1997, and  currently
administers  the extended service plans internally.   The  Company
will  retain  the  risks  associated with  performance  under  the
extended  service plans entered into on or after January 1,  1997,
but  will  not assume any risks already transferred to  the  third
party.   There  can  be  no assurance that the  Company  will  not
experience  higher than anticipated costs in connection  with  the
internal administration and underwriting of these plans.
     
Anti-Takeover Provisions

     The   Company's  Certificate  of  Incorporation  and  By-laws
contain  restrictions  that  may  discourage  other  persons  from
attempting  to acquire control of the Company, including,  without
limitation, a Board of Directors that has staggered terms for  its
members,  certain notice and supermajority voting provisions,  and
certain  "fair price" provisions.  These provisions do not  become
effective   until   FCI  and  its  affiliates   collectively   own
outstanding  Common Stock representing less than 51%  of  all  the
outstanding  Common  Stock.   The  Board  of  Directors  has   the
authorization  to  issue preferred stock in  one  or  more  series
without the specific approval of the holders of the Common  Stock.
Also, only a majority of the Board of Directors may call a special
meeting  of  stockholders.  If the ownership of the  Common  Stock
ceases   to  be  concentrated  in  a  single  holder,  in  certain
circumstances, these devices may render more difficult or tend  to
discourage  a change of control of the Company or the  removal  of
incumbent management, which could reduce the market value  of  the
Common Stock.