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                                                                      Exhibit 99

                                MGI PHARMA, INC.
                         QUARTERLY REPORT ON FORM 10-Q
                                 MARCH 31, 1997

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 new "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 new "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.

LACK OF PROFITABLE OPERATIONS

The company's revenues have not been sufficient to offset all the expenses
involved in operating a pharmaceutical company including research, development
and production.  The company had net losses of $535,803 for the quarter ended
March 31, 1997, and $2,614,478 for the year ended 1996.  At March 31, 1997 the
company had an accumulated deficit of $72,993,893.  To the extent the company is
unable to achieve profitability, its ability to continue its operations will
depend upon its ability to secure additional funds from other sources.  Revenue
may display significant variations due to the impact of new contract and
licensing arrangements, the completion or termination of those contracts and
arrangements and the timing and amounts of milestone payments.  The company's
profitability will be dependent on its success in developing, obtaining
regulatory approvals for, and effectively marketing its products.  There can be
no assurance as to whether the company will be able to achieve and sustain
profitability.

DEPENDENCE ON SALES OF SALAGEN(R) TABLETS

The company derives substantially all of its product revenues from the sale of
Salagen(R) Tablets.  For the quarter ended March 31, 1997, U.S. sales of
Salagen(R) Tablets were $1,912,598, representing 87% of total product sales for
the period.  In 1996, annual U.S. sales of Salagen(R) Tablets were $5,926,681,
representing 92% of 1996 product sales.  Accordingly, any factor adversely
affecting sales of Salagen(R) Tablets could have a material adverse effect on
the company's business, financial condition and results of operations.  Although
orphan drug status was awarded to Salagen(R) Tablets by the U.S. Food and Drug
Administration (the FDA) as a treatment of xerostomia induced by radiation
therapy, the seven years of market exclusivity provided by orphan designation
expires in March 2001.  Moreover, the company
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anticipates that  sales of its other product, DIDRONEL(R) I.V. Infusion, which
represented 5% and 7% of product sales for the quarter ended March 31, 1997 and
for 1996, respectively, will continue to decline in the future due to the
introduction of competitive products.

DEPENDENCE ON LICENSE AND ACQUISITION STRATEGY

The company has adopted a license and acquisition strategy to build its product
pipeline and expects to increase its sales over time through a series of
strategic acquisitions of new pharmaceutical product opportunities which the
company can develop and market.  The company's strategy for growth is dependent
upon its continued ability to identify and acquire new pharmaceutical products
targeted at niche markets which can be promoted through the company's existing
marketing and distribution channels. Because the company does not engage in
proprietary research and development of new products, it must rely upon the
willingness of others to sell or license pharmaceutical product opportunities to
the company. Other companies, including those with substantially greater
financial, marketing and sales resources, are competing with the company to
acquire such products. There can be no assurance that the company will be able
to acquire rights to additional products on acceptable terms, if at all.  The
failure of the company to acquire additional products or to promote or market
commercially successful products would have a material adverse effect on the
company's future business, financial condition and results of operations.
Further, the marketing strategy, distribution channels and levels and bases of
competition with respect to newly acquired products may be different than those
of the company's current products and there can be no assurance that the company
will be able to compete favorably in those product categories.

UNCERTAINTY OF STRATEGIC ALLIANCES

The company's strategy for the exploitation of foreign markets for its products
is to enter into strategic alliances with various multinational and foreign
pharmaceutical companies.  The company has entered into alliances with various
companies related to the marketing of Salagen(R) Tablets and the development of
the acylfulvenes.  Revenues from strategic alliances include milestone payments
and royalty payments.  Licensing was $454,929 for the quarter ended March 31,
1997 and $2,170,460 for 1996, comprising 16% and 23%, respectively, of total
revenues.  Future licensing revenues will likely fluctuate from quarter to
quarter and year to year depending on the achievement of milestones by the
company's partners, the amount of royalty generating activities, and the timing
of initiating additional licensing relationships.  Additionally, royalties are
based on sales in local currencies and, therefore, the U.S. Dollar value of such
royalties will fluctuate with currency exchange rates.  Although the company
believes that its partners in these alliances have an economic motivation to
perform their contractual responsibilities, the amount and timing of resources
to be devoted to these activities are not within the control of the company.
Moreover, the terms of these alliances generally provide that they may be
terminated prior to their expiration under circumstances that may also be
outside the control of the company.  The early termination of one or more of
these strategic alliances could adversely affect the company's business,
financial condition and results of operations.  There can also be no assurance
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that the company will be able to negotiate additional strategic alliances on
acceptable terms or that such alliances will be successful.

UNCERTAINTY OF ACCESS TO CAPITAL

The company may need to raise additional funds to acquire or license additional
products, to fund operating losses until such time as the company achieves
sustained profitability, to support the marketing and sales of additional
products and to obtain necessary working capital.  The company may seek
additional funding through public and private financing, including equity
financing. Adequate funds for these purposes, whether through the financial
markets or from other sources, may not be available when needed or on terms
acceptable to the company. Insufficient funds may cause the company to delay,
scale back, or abandon some or all of its product acquisition and licensing
programs or marketing.

DEPENDENCE ON SOLE SUPPLIER

The company relies on E. Merck Fine Chemicals Division as its sole supplier of
pilocarpine hydrochloride, the active pharmaceutical ingredient necessary for
the manufacture of Salagen(R) Tablets.  The company believes that E. Merck Fine
Chemicals Division produces the substantial majority of the worldwide supply of
Good Manufacturing Practices (GMP) grade pilocarpine hydrochloride, and that
there is no other producer of pilocarpine hydrochloride with a significant
portion of the worldwide supply.  The processing facility and raw material
requirements for the production of pilocarpine hydrochloride present significant
barriers to entry of new producers in this market.  Although the company
believes that it would be able to procure adequate supplies of pilocarpine
hydrochloride on a timely basis from an alternate source, the company has not
identified an alternate source and disruptions in supplies would have a material
adverse effect on the company's business, financial condition and results of
operations.

RELIANCE ON THIRD-PARTY MANUFACTURERS

The company does not have manufacturing facilities and is currently relying on
two third-party manufacturers for production of Salagen(R) Tablets.  The company
intends to continue to rely on others to manufacture its products, including any
products that it may acquire, and has no plans to establish any manufacturing
operations.  Manufacture of the company's products is subject to GMP
regulations, prescribed by the FDA or other standards prescribed by the
appropriate regulatory agency in the country of use.  There can be no assurance
that the company's current manufacturers will comply with all applicable
regulatory standards, or that the company would be able to identify an
alternative third-party manufacturer on terms acceptable to the company or on
any terms.

INTENSE COMPETITION; UNCERTAINTY OF TECHNOLOGICAL CHANGE

The manufacture and sale of pharmaceuticals is highly competitive.  Many of the
company's competitors are large, multinational pharmaceutical companies which
have considerably greater financial, sales, marketing and technical resources
than those of the company.  Additionally, many of the company's present and
potential competitors
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have research and development capabilities that may allow such competitors to
develop new or improved products that may compete with the company's products.
The pharmaceutical industry is characterized by rapid product development and
technological change.  The company's pharmaceuticals could be rendered obsolete
or uneconomical by the development of new pharmaceuticals to treat the
conditions addressed by the company's products, or as the result of
technological advances affecting the cost of production.  There can be no
assurance that the company will be able to compete effectively, that additional
competitors will not enter the market, or that competition will not have a
material adverse effect on the company's business, financial condition and
results of operations.

PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY

The company's ability to compete effectively with other companies will depend,
in part, on its ability to maintain a proprietary nature for its products.  The
company was awarded orphan drug status for Salagen(R) Tablets as a treatment for
xerostomia induced by radiation therapy.  Orphan designation provides seven
years market exclusivity after product registration.  The company holds an
exclusive license on two broad-based  patents covering MGI 114 and other analogs
in the company's family of acylfulvenes, a new class of potential anti-cancer
compounds.

There can be no assurance that the company will be able to obtain patents for
future products or that current or future issued or licensed patents or know-how
will afford protection against competitors with similar technologies or
processes, or that any such patents will not be infringed upon or designed
around by others.  In addition, there can be no assurance that others will not
independently develop proprietary technologies and processes which are the same
as or substantially equivalent to those of the company.  The company could also
incur substantial costs in defending itself in suits brought against it based on
such patents or in bringing suits to protect such patents or patents licensed by
the company against infringement.   Additionally, the company protects its
proprietary technology and processes in part by confidentiality agreements with
its collaborative partners, employees and consultants.  There can be no
assurance that these agreements will not be breached, that the company will have
adequate remedies for any breach, or that the company's trade secrets will not
otherwise become known or independently discovered by competitors.

FLUCTUATIONS IN OPERATING RESULTS

The company's results of operations may vary from period to period due to a
variety of factors including continuing demand for the company's products, the
introduction of new products, the continued stream of licensing and royalty
revenues, expenditures incurred to acquire or license and promote additional
pharmaceuticals, interruptions in or availability of supply by third-party
manufacturers, the introduction of new products by the company or its
competitors, changes in sales and marketing expenditures and general economic
and industry conditions which affect customer demand.  Because the company's
operating expenses are based on anticipated sales levels, variations in the
timing of recognition of revenue could cause significant
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fluctuations from period to period and may result in unanticipated earnings
shortfalls or losses. There can be no assurance that the company will be
successful in maintaining or improving its profitability or avoiding losses in
any future period.

GOVERNMENT REGULATION

Government regulation in the United States and abroad is a significant factor in
the development, production, and marketing of the company's products.  Prior to
marketing, each of the company's products must undergo an extensive testing and
regulatory approval process conducted by the FDA and by comparable agencies in
other countries.  The testing and approval process can take several years and
require the expenditure of substantial resources, and there can be no assurance
that any product that the company may develop will 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.

The company depends on external laboratories and medical institutions to conduct
its preclinical and clinical testing.  This research must comply with 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.  In addition, delays or
rejection may be encountered based upon changes in FDA personnel or policy for
drug approval during the period of development and by changes in the
requirements for regulatory review of each submitted New Drug Application (NDA).
Moreover, 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, and 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 the
product's side effects.

An FDA approved product and its manufacturer are subject to continual regulatory
review and the later discovery of previously unknown problems with a product or
manufacturer may result in restrictions or sanctions on such product or
manufacturer, including the withdrawal of such product from the market.  Most
changes in the manufacturing procedures used by the company for the company's
approved products and any change in manufacturer will require the approval of
the FDA prior to their implementation which could have an adverse effect upon
the company's ability to continue the commercialization or sale of a product.

In certain countries, the sales price of a product must also be approved after
marketing approval is granted.  No assurance can be given that satisfactory
prices can be obtained in foreign markets even if marketing approval is granted
by foreign regulatory authorities.

UNCERTAINTIES RELATED TO PHARMACEUTICAL PRICING AND REIMBURSEMENT

The profitability of the company will depend in part on the availability of
adequate reimbursement for the company's products from
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third-party payors, such as government entities, private health insurers and
managed care organizations.  Third-party payors are increasingly challenging the
pricing of medical services and products.  Although third-party reimbursement is
not currently an issue for the company, there can be no assurance that
reimbursement will be available in the future for the company's new or existing
products, or that such third-party reimbursement will be adequate.  If adequate
reimbursement levels are not provided by government entities and other third-
party payors for the company's products, the company's business, financial
condition and results of operations would be materially adversely affected.
Further, a number of legislative and regulatory proposals aimed at changing the
nation's health care system have been proposed in recent years.  While the
company cannot predict whether any such proposals will be adopted, or the effect
that any such proposal may have on its business, such proposals, if enacted,
could have a material adverse effect on the company's business, financial
condition and results of operations.

POTENTIAL PRODUCT LIABILITY; LIMITED INSURANCE COVERAGE

The company faces exposure to product liability claims in the event that the use
of its product is alleged to have resulted in adverse effects. Such risk exists
even with respect to those products that are manufactured in regulated and
licensed facilities or otherwise possess regulatory approval for commercial
sale. While the company has taken, and continues to take, what it believes are
appropriate precautions, there can be no assurance that it will avoid
significant product liability exposure. The company currently has product
liability insurance in the amount of $10 million per occurrence and in the
aggregate for the year. Although to date the company has not been the subject of
any product liability claims, there can be no assurance that such insurance will
be sufficient to cover potential claims. Further, there can be no assurance that
adequate insurance coverage will be available in the future on commercially
reasonable terms, if at all, or that a product liability claim would not
materially adversely affect the company's business, financial condition and
results of operations.

RISK OF PRODUCT RECALL

Product recalls may be issued at the discretion of the company, the FDA, the U.
S. Federal Trade Commission or other government agencies having regulatory
authority for product sales, and may occur due to disputed labeling claims,
manufacturing issues, quality defects or other reasons.  Although none of the
company's products have been recalled, no assurance can be given that product
recalls will not occur in the future. Any product recall could materially
adversely affect the company's business, financial condition and results of
operations.

DEPENDENCE UPON CERTAIN KEY MANAGEMENT

The future success of the company is largely dependent upon a number of key
management personnel.  The loss of the services of one or more key employees, or
the inability of the company to attract and retain skilled management and
marketing and sales personnel in the future, could have a material adverse
effect on the company's business, financial condition and results of operations.
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POSSIBLE VOLATILITY OF STOCK PRICE

The market price of the company's common stock, like securities of other small
pharmaceutical companies, has fluctuated significantly in recent years and is
likely to fluctuate in the future.  From time to time the market for securities
has also experienced significant price and volume fluctuations that are
unrelated to the operating performance of such companies.  In addition,
announcements by the company or others regarding commercial products, patents or
proprietary rights, the progress of clinical trials or government regulation,
public concern as to the safety of drugs, the issuance of securities analysts'
reports and general market conditions may each have a significant effect on the
market price of company common stock.  Fluctuations in financial performance
from period to period also may have a significant impact on the market price of
company common stock.