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                                                                      Exhibit 99

                                MGI PHARMA, INC.
                               Report on Form 10-Q
                                 March 31, 1999

Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

The private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective
information without fear of litigation so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in the statement. The company desires to
take advantage of these "safe harbor" provisions and is filing this Exhibit 99
in order to do so. Accordingly, the company hereby identifies the following
important factors which could cause the company's actual results to differ
materially from any such results which may be projected, forecast, estimated or
budgeted by the company in forward-looking statements made by the company from
time to time in reports, proxy statements, registration statements and other
written communications, or in oral forward-looking statements made from time to
time by the company's officers and agents.

We have a history of losses and may not be profitable in the future.

For many years, our revenues have not been sufficient to offset all of our
expenses. Although we had net income of $682,965 for the first quarter of 1999,
and $414,287 for the year of 1998, we have had net losses in previous years. At
March 31, 1999, we had an accumulated deficit of approximately $73.1 million.
Our profitability in the future will depend on many factors, including:

o    our ability to increase sales of Salagen Tablets,

o    the level of investment required to conduct Phase II and III trials and
     commercialize MGI 114, and

o    the costs incurred and revenues generated in bringing any newly acquired
     products to market.

The development of MGI 114 is expected to require a substantial increase in our
research and development expenditures. There is a risk that we will not be able
to achieve annual profitability in 1999 or sustain profitability thereafter.
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Substantially all of our product revenues come from Salagen Tablets.

We derive substantially all of our product revenues from the sale of Salagen
Tablets. In the first quarter of 1999, our U.S. sales of Salagen Tablets were
$4.3 million, representing 96 percent of our total product sales and 77 percent
of our total revenue. In 1998, our U.S sales of Salagen Tablets were $12.3
million, representing 95 percent of our total product sales and 70 percent of
our total revenue. Any factor adversely affecting sales of Salagen Tablets could
have a material adverse effect on our business, financial condition and results
of operations. Such factors could be the expiration in March 2001 of orphan drug
protection for Salagen Tablets as a treatment for the symptoms of radiation
induced xerostomia in head and neck cancer patients, or approval of competing
products. We anticipate that sales of our other product, Didronel I.V. Infusion,
will continue to represent a minor portion of total product sales.

Our future success depends on our ability to identify and acquire new products.

Our future success depends on our ability to identify and acquire new products
targeted at niche markets that we can promote through our marketing and
distribution channels. Because we do not engage in basic research or drug
discovery, we must rely upon the willingness of others to sell or license
product opportunities to us. Other companies, including some with substantially
greater financial, marketing and sales resources, are competing with us to
acquire such products. We may not be able to acquire rights to additional
products on acceptable terms, if at all. If we fail to acquire additional
products or fail to promote or market commercially successful products, our
future business, financial condition and results of operations would be
materially and adversely affected. In addition, the marketing strategy,
distribution channels and bases of competition of newly acquired products may be
different than those of our current products. There is a risk that we will not
be able to compete favorably in those product categories.

We depend on foreign partners to sell our products outside of the United States.

Our strategy for deriving revenues from sales of our products in foreign markets
is to enter into marketing alliances with multinational and foreign
pharmaceutical companies. We have entered into alliances with various companies
related to the marketing of Salagen Tablets in foreign markets. We have entered
into an agreement with Dainippon for the development and commercialization of
MGI 114 in Japan. We are seeking a development and commercialization partner for
MGI 114 in Europe. Revenues from strategic alliances typically include milestone
payments and 
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payments based on product sales. Our continued relationships with strategic
partners are dependent in part on the successful achievement of development
milestones. If we or our partners do not achieve these milestones, or we are
unable to enter into agreements with our partners to modify their terms, our
business could be adversely affected.

Licensing revenue from foreign partners was $.8 million or 13 percent of total
revenues in the first quarter of 1999 and $2.3 million or 13 percent of total
revenues in 1998. Future licensing revenues will likely fluctuate from quarter
to quarter and year to year depending on:

o    the achievement of milestones by us or our partners,

o    the amount of product sales and royalty generating activities, and

o    the timing of initiating additional licensing relationships.

Additionally, royalties are based on sales in foreign currencies. Thus the U.S.
dollar value of such royalties will fluctuate with currency exchange rates.
Although we believe that our partners in these alliances have an economic
motivation to perform their contractual responsibilities, we cannot fully
control the amount and timing of resources they devote to these activities. The
terms of these alliances generally provide that they may be terminated prior to
their expiration under circumstances that may be outside our control. The early
termination of one or more of these strategic alliances could materially and
adversely affect our business, financial condition and results of operations.
There is a risk that we will not be able to negotiate additional strategic
alliances on acceptable terms or that such alliances will not be successful.

We will need additional capital to grow our business.

We may need to raise additional funds for various reasons including the
following:

o    to acquire or license additional products,

o    to develop products we have acquired,

o    to support the marketing and sales of additional products,

o    to obtain necessary working capital, and

o    to fund operating losses.

We may seek additional funding through public and private financing, including
equity and debt financing. Adequate funds for these purposes may not be
available when needed or on terms acceptable to us. Insufficient funds may cause
us to delay, scale back, or abandon some or all of our product acquisition and
licensing programs and product development programs.
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Substantially all of the worldwide supply of the active ingredient in Salagen
Tablets is produced by one company.

We rely on the Fine Chemicals Division of Merck KgaA as our sole and exclusive
supplier of pilocarpine hydrochloride, the active pharmaceutical ingredient in
Salagen Tablets. We believe that Merck KgaA produces substantially all of the
worldwide supply of pharmaceutical grade pilocarpine hydrochloride. To our
knowledge, there is no other producer of pilocarpine hydrochloride with a
significant portion of the worldwide supply. The Company believes the processing
facility and raw material requirements for the production of pilocarpine
hydrochloride would make it difficult for any new producers to enter this
market. Although the company might be able to procure adequate supplies of
pilocarpine hydrochloride from an alternate source, we have not identified or
qualified such a source. A disruption in our supply of pilocarpine hydrochloride
from Merck KgaA could have a material adverse effect on our business, financial
condition and results of operations.

We have no manufacturing facility. We depend on third-party manufacturers to
produce Salagen Tablets.

We do not have manufacturing facilities and we rely on one third-party
manufacturer for the production of Salagen Tablets. We intend to continue to
rely on others to manufacture our products, including any products that we may
acquire, and we have no plans to establish manufacturing facilities. Manufacture
of our products is subject to "good manufacturing practices" regulations,
prescribed by the U.S. Food and Drug Administration or other standards
prescribed by the appropriate regulatory agency in the country of use. There is
a risk that our current manufacturer of Salagen Tablets will not comply with all
applicable regulatory standards, and that we might not be able to identify
another third-party manufacturer on terms acceptable to us, or any other terms.

MGI 114 may not be safe or effective in humans.

Although we have commenced Phase II human clinical testing of MGI 114, further
research and development, including additional preclinical and extensive human
clinical testing, will be required prior to submission of a regulatory
application for commercial sale of MGI 114. There is a risk that this research
and development will not be successful and will not result in a product that
will qualify for approval by regulatory authorities for commercial sale.
Clinical testing of a pharmaceutical product is subject to approvals by various
governmental regulatory authorities. There is a risk that domestic and foreign
regulatory authorities may not allow us to conduct planned additional clinical
testing of MGI 114. There is also a risk that, if permitted, such additional
clinical testing 
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will not prove that MGI 114 is safe and effective to the extent necessary to
permit us to obtain marketing approvals from regulatory authorities. In
addition, results obtained in preclinical studies or in Phase I and Phase II
human clinical trials are not necessarily indicative of results that will be
obtained in subsequent or more extensive preclinical or clinical testing.

Clinical trials are complex and unpredictable and may produce unexpected
results.

Before obtaining regulatory approvals for the commercial sale of any product
under development, including MGI 114, we must demonstrate through preclinical
studies and clinical trials that the product is safe and effective for use in
each target indication. The results from preclinical animal studies and early
clinical trials may not be predictive of results that will be obtained in larger
scale testing. There is a risk that clinical trials will not demonstrate the
safety and efficacy of a product. The failure to adequately demonstrate the
safety and efficacy of a therapeutic product could substantially delay or
prevent regulatory approval of the product. There is a risk that unacceptable
toxicities or side effects will occur at any time in the course of human
clinical trials or commercial use of any product. The appearance of unacceptable
toxicities or side effects could interrupt, limit, delay or abort the
development of a product or, if previously approved and launched, necessitate
its withdrawal from the market. A number of companies in the biotechnology
industry have suffered significant setbacks in advanced clinical trials, even
after experiencing promising results in early animal and human testing. The rate
of completion of clinical trials is dependent upon, among other factors, the
rate of patient enrollment. Patient enrollment is a function of many factors,
including:

o    the size of the patient population,

o    the nature of the protocol or any competing protocol,

o    the company's ability to recruit and manage clinical centers and associated
     trials,

o    the proximity of patients to clinical sites, and 

o    the eligibility criteria for the study.

Factors, such as unacceptable toxicities and delays in planned patient
enrollment, may result in increased costs and delays or termination of clinical
trials prior to completion. Clinical trials generally must meet requirements for
institutional review board oversight and informed consent, as well as regulatory
agency prior review, oversight and good clinical practice requirements. Even
after being approved by the FDA or foreign regulatory authorities, products may
later exhibit adverse effects that prevent their widespread use or necessitate
their withdrawal from the market. 
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There is always a risk that any product under development may not be safe when
administered to humans.

MGI has fewer resources than most of its competitors.

Competition in the pharmaceutical industry is intense. Most of our competitors
are large, multinational pharmaceutical companies that have considerably greater
financial, sales, marketing and technical resources than we do. Most of our
present and potential competitors also have dedicated research and development
capabilities that may allow them to develop new or improved products that
compete with our products. We are aware of other pharmaceutical companies which
are developing products which, if and when approved by the FDA, will compete
directly with Salagen Tablets in one or both indications. Our competitors could
also develop and introduce generic drugs comparable to Salagen Tablets, or drugs
or other therapies that address the underlying causes of the symptoms which
Salagen Tablets treat. If a product developed by a competitor is more effective
than our product, then our business, financial condition and results of
operations could be materially and adversely affected.

Our success depends on our ability to keep up with rapid technological changes
in the pharmaceutical industry.

The pharmaceutical industry has experienced rapid and significant technological
change. We expect that pharmaceutical technology will continue to develop
rapidly. Our future success will depend, in large part, on our ability to
develop and maintain a competitive position. Technological development by others
may result in our products becoming obsolete before they are marketed or before
we recover any of our development and commercialization expenses incurred with
respect to such products. In addition, alternative therapies or new medical
treatments could alter existing treatment regimes, and thereby reduce the need
for one or more of our products, which would materially and adversely affect our
business, financial condition and results of operations.

Intellectual property protection may be difficult to obtain or ineffective. We
may not be able to protect adequately our patents and proprietary rights.

Our ability to compete effectively with other companies will depend, in part, on
our ability to maintain the proprietary nature of our products. We were awarded
orphan drug status for Salagen Tablets as a treatment for the symptoms of
xerostomia induced by radiation therapy in head and neck cancer patients and for
the symptoms of dry mouth associated with Sjogren's syndrome. Orphan designation
provides market exclusivity for seven years after the product is registered. We
hold an exclusive license on three patents covering (1) acylfulvene analogs,
including MGI 114 and use of MGI 114, as an 
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anti-tumor agent; (2) the method of treating tumors using other analogs; and (3)
synthetic methods for preparing acylfulvenes. There is a risk that:

o    others will independently develop proprietary technologies and processes
     that are the same as or substantially equivalent to ours,

o    we will not be able to obtain patents for future products,

o    current or future, issued or licensed patents or know-how will not afford
     us adequate protection against competitors with similar technologies or
     processes, or

o    others will infringe upon or design around our patents.

We could incur substantial costs in defending suits brought against us based on
our patents or in bringing suits to protect our patents or patents we license.
We also protect our proprietary technology and processes in part by
confidentiality agreements with our collaborative partners, employees and
consultants. There is a risk that:

o    these confidentiality agreements will be breached,

o    we will not have adequate remedies for any breach of these agreements,

o    our trade secrets will otherwise become known, or 

o    our trade secrets will be independently discovered by competitors.

Our operating results may fluctuate significantly.

Our results of operations may fluctuate significantly from period to period due
to a variety of factors including:

o    continuing demand for our current products,

o    the introduction of new products,

o    the stream of licensing and royalty revenues,

o    expenditures incurred to acquire or license and promote additional
     products, 

o    interruptions in or availability of supply by third-party manufacturers, 

o    changes in sales and marketing expenditures, and 

o    the pace of our development programs.

Because our operating expenses are based on anticipated sales levels, variations
in the timing of revenue could cause significant fluctuations in operating
results from period to period and may result in unanticipated earnings
shortfalls or losses. Our revenue may display significant variations due to the
impact of new contract and licensing arrangements, the completion or termination
of those 
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contracts and arrangements, and the timing and amounts of milestone payments.
There is always a risk that we will not be successful in maintaining
profitability and avoiding losses in any future period.

We may not receive regulatory approvals required to sell our products in the
United States and abroad.

Government regulation in the United States and abroad is a significant factor in
the development, production and marketing of our products. Prior to marketing,
each of our products must undergo an extensive regulatory approval process
conducted by the FDA in the United States and by comparable agencies in other
countries. The approval process can take many years and require the expenditure
of substantial resources. There is a risk that any product we develop will not
be approved by the FDA or any foreign regulatory authority in a timely manner,
if at all. Generally, only a very small percentage of newly discovered
pharmaceutical compounds that enter preclinical development are approved for
sale. Once a product is approved for sale, the company must submit any labeling,
advertising and promotional materials to the FDA for review. There is a risk
that the FDA will prohibit use of the marketing materials in the form we desire,
which could have a material adverse effect on our business, financial condition
and results of operations.

We depend on external laboratories and medical institutions to conduct our
preclinical and clinical testing. This research must comply with good clinical
and laboratory practices required by the FDA. The data obtained from preclinical
and clinical testing are subject to varying interpretations that could delay,
limit or prevent regulatory approval. We also may encounter delays or rejection
due to (1) changes in FDA personnel or policy during the period of development,
or (2) changes in the requirements for regulatory review of each submitted New
Drug Application. Even if the FDA approves the marketing application of a
product, such approval may entail commercially unacceptable limitations on the
uses, or "indications," for which a product may be marketed. Further studies may
be required to provide additional data on product safety or effectiveness. The
FDA also requires post-marketing adverse event surveillance programs to monitor
a product's side effects.

An FDA approved product and its manufacturer are subject to continual regulatory
review. The discovery of previously unknown problems with a product may result
in restrictions or sanctions on such product or manufacturer, including the
withdrawal of the product from the market. Most changes in the manufacturing
procedures we use for our approved products, including a change in manufacturer,
will require the prior approval of the FDA. This could have an adverse effect
upon our ability to continue the commercialization or sale of a product.
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Our success depends in part on our ability to obtain adequate prices for our
products and the availability to the users of our products of reimbursement from
third party payors.

Our profitability will depend in part on (1) the price we are able to charge for
our products and (2) the availability of adequate reimbursement for our products
from third-party payors, such as government entities, private health insurers
and managed care organizations. Third-party payors are increasingly challenging
the pricing of medical products and services. There is much uncertainty as to
the pricing flexibility pharmaceutical companies will have with respect to newly
approved health care products. In the United States, we expect that there will
continue to be a number of federal and state proposals to implement government
control of pricing and profitability of prescription pharmaceuticals. Cost
controls, if mandated by a government agency, could decrease the price that we
receive for our current or future products. Cost controls could also prevent the
recovery of potentially substantial development costs and an appropriate profit
margin. This would have a material adverse effect on our business, financial
condition and results of operations.

There is also much uncertainty about the reimbursement status of health care
products. Federal and state regulations govern or influence the reimbursement
status of health care products in many situations. Although third-party
reimbursement is not currently an issue for us, there is a risk that
reimbursement will not be available in the future for our products, or that such
third-party reimbursement will not be adequate. If government entities and other
third-party payors do not provide adequate reimbursement levels for our
products, our business, financial condition and results of operations would be
materially, adversely affected. A number of legislative and regulatory proposals
aimed at changing the nation's health care system have been proposed in recent
years. Although we cannot predict whether any of these proposals will be
adopted, or the effect that any such proposal may have on our business, these
proposals, if enacted, could have a material adverse effect on our business,
financial condition and results of operations. In certain countries, the sales
price of a product must also be approved after marketing approval is granted.
There is a risk that we will not be able to obtain satisfactory prices in
foreign markets even if we obtain marketing approval from foreign regulatory
authorities.

We face product liability risks and our existing insurance may not be adequate
to cover any claims.

We face exposure to product liability claims in the event that the use of our
product is alleged to have harmed someone. Although we have taken, and continue
to take, what we believe are appropriate precautions, there is a risk that we
will not be able to avoid 
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significant product liability exposure. We currently have product liability
insurance in the amount of $15 million per occurrence and in the aggregate for
the year. There is a risk that our insurance will not be sufficient to cover any
potential claims. There is also a risk that adequate insurance coverage will not
be available in the future on commercially reasonable terms, if at all. The
successful assertion of an uninsured product liability or other claim against us
would have a material adverse affect our business, financial condition and
results of operations.

We could be required to issue a product recall.

Product recalls may be issued at our discretion, at the discretion of the FDA,
the U.S. Federal Trade Commission or other government agencies having regulatory
authority for product sales. Product recalls may occur due to disputed labeling
claims, manufacturing issues, quality defects or other reasons. Although none of
our products have been recalled, we cannot assure you that product recalls will
not occur in the future. We do not carry any insurance to cover the risk of a
product recall. Any product recall could materially adversely affect our
business, financial condition and results of operations.

Our stock price is volatile.

The market price of our common stock, like securities of other small companies,
has fluctuated significantly in recent years and is likely to fluctuate in the
future, regardless of our operating performance. The market price of our common
stock may be significantly affected by many factors, including:

o    announcements regarding commercial products, patents or proprietary rights,

o    the progress of clinical trials or government regulation, 

o    public concern as to the safety of drugs, 

o    the issuance of securities analysts' reports, 

o    fluctuations in our financial performance from period to period, and 

o    general market conditions.

We may experience problems related to year 2000 issues.

Many currently installed computer systems and software are coded to accept only
two-digit entries in the date code fields. These date code fields will need to
accept four-digit entries to distinguish 21st century dates from 20th century
dates. This problem could result in system failures or miscalculations causing
disruptions of business operations (including, among other things, a temporary
inability to process transactions, send invoices or engage in other 
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similar business activities). As a result, many companies' computer systems and
software will need to be upgraded or replaced in order to comply with Year 2000
requirements. The potential global impact of the Year 2000 problem is not known,
and, if not corrected in a timely manner, could affect us and the U.S. and world
economy generally.

The total estimated cost for resolving our Year 2000 issues is approximately
$740,000, of which approximately $580,000 has been spent through March 31, 1999.
The total cost estimate includes the cost of replacing non-compliant systems as
a remediation cost in cases where we have accelerated plans to replace such
systems. Estimates of Year 2000 costs are based on numerous assumptions. There
is a risk that the estimates may not be correct and that actual costs may be
materially greater than anticipated.

Based on our assessments to date, we believe we will not experience any material
disruption as a result of Year 2000 problems in internal processes, information
processing or interface with major customers, or with processing orders and
billing. However, if certain critical third-party providers, such as those
providing product distribution, banking, contract manufacturing, electricity,
water or telephone service, experience difficulties resulting in disruption of
service to us, a shutdown of our operations at our headquarters could occur for
the duration of the disruption