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                                                                      EXHIBIT 99


                            DAIN RAUSCHER CORPORATION


             CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR"
       PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         We desire to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and are filing this cautionary
statement in connection with that safe harbor legislation. This filing, our
Annual Report to Shareholders, any Form 10-K, Form 10-Q or Form 8-K of ours, or
any other written or oral statements made by or on behalf of us may include
forward-looking statements which reflect our current views with respect to
future events and financial performance. The words "believe," "expect,"
"anticipate," "intend," "estimate," "will," "look for," "hope to," "goals,"
"should" and similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.

         We wish to caution investors that any forward-looking statements made
by us are subject to uncertainties and other factors that could cause actual
results to differ materially from those statements. These uncertainties and
other factors include, but are not limited to, the "Risk Factors" listed below.
Although we have attempted to list comprehensively these important factors, we
wish to caution investors that other factors may in the future prove to be
important in affecting our operating results. New factors that materially affect
our business emerge from time to time, and it is not possible for management to
predict all these factors, nor can it assess the impact of each such factor on
the business or the extent to which any factor, or a 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 any
forward-looking statements as they speak only to our views as of the date the
statement is made. We undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.

VOLATILE NATURE OF THE SECURITIES BUSINESS

         Our principal business activities, securities broker-dealer and
investment banking operations, as well as our investment advisory, clearing and
other services, are highly competitive and subject to various risks, including,
among others, volatile or illiquid trading markets; fluctuations in the volume
of market activity; counterparty or customer failure to meet commitments and
losses; and expenses resulting from litigation and regulatory proceedings. The
securities business is directly affected by a variety of factors beyond our
control. These factors include, among others, market conditions and investor
psychology; the availability and cost of short-term or long-term funding and
capital; our credit capacity or perceived creditworthiness in the securities
industry and in the marketplace; the level and volatility of interest rates;
inflation, deflation, and other macroeconomic or microeconomic conditions;
political events; broad trends in business and finance; and legislation and
regulation affecting the national and international business and financial
communities, and the securities markets. These and other factors can result in
significant fluctuations in our revenues and operating results from quarter to
quarter and from year to year.

         Since approximately 1990, the securities markets have enjoyed a
sustained bull market that is virtually unprecedented. This, in turn, has fueled
tremendous growth in revenues and income for securities firms generally,
including Dain Rauscher. Particularly in comparison to these favorable
conditions, volatile or illiquid trading markets could expose us to the risk of
trading losses and losses resulting from the ownership or underwriting of
securities. Reductions in the volume of market activity or in securities prices
generally can result in reduced commission and principal transaction revenues,
in addition to reduced investment banking and asset management fees, as fewer
transactions are effected and the value of the securities being sold, and assets
under management, declines. In periods of low transaction volume, results of
operations can be further adversely affected because certain expenses remain
relatively fixed. Sudden sharp declines in market values of securities can
result in illiquid markets, which, in turn, may result in us having difficulty
selling securities; hedging our securities' positions; and investing funds under
management, and can increase the frequency and size of credit extensions as well
as the risk that customers and counterparties will fail to meet their payment
commitments. These and other unfavorable market conditions may further reduce
demand for our investment banking and other services.


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COMPETITION

         All aspects of our business are highly competitive. We compete directly
and indirectly for customers with national and regional full-service
broker-dealers, discount broker-dealers, investment banking firms, investment
advisors, commercial banks, insurance companies, mutual fund companies, money
managers, financial planners and others.

         We also compete with others in the financial services industry with
respect to the recruiting and retention of revenue producing employees. The
financial services industry has become more concentrated recently as numerous
securities firms have either ceased operations, eliminated certain business
lines or have merged with or been acquired by other firms. International
financial services firms have also moved aggressively into the U.S. securities,
banking and other financial sectors. Industry consolidation has increased
competition from firms having significantly greater equity capital, financial
and other resources than us. We expect competition from domestic and
international commercial banks to continue to increase in light of the recent
passage of the Gramm-Leach-Bliley legislation by the U.S. Congress, which is
anticipated to bring about increased consolidation of firms in the securities
industry and permit commercial banks and their affiliates to offer additional
services which have traditionally been provided only by securities and money
management firms.

DEPENDENCE ON PERSONNEL

         Most aspects of our business are highly dependent on the services of
skilled professional employees. We devote considerable resources to recruiting,
training, retaining and compensating these individuals. The level of competition
for experienced revenue-producing personnel is extremely intense and levels of
compensation for skilled employees have risen accordingly. The loss of key
personnel or the inability to recruit and retain key personnel in the future
could materially and adversely affect our operating results. In addition, a key
component of our growth strategy is to increase penetration of existing markets,
enter into new markets and expand the kinds of products or services they
provide. Our ability to succeed in pursuit of this strategy is highly dependent
on our ability to recruit and retain experienced revenue-producing and other
personnel.

IMPLEMENTATION OF OUR STRATEGIES

           In order to remain competitive, we must grow our revenues through
further penetration of existing markets, entry into new markets, and expansion
of the products and services we provide, including possible expansion into
related or unrelated business lines. There can be no assurance that we will be
able to identify and capitalize on service, product or market opportunities that
will further our strategy and enhance our business, results of operations, or
financial condition. While we have grown successfully through strategic
acquisitions in the past, there can be no assurance that, in the future, we will
be able to successfully identify, compete for, acquire on favorable terms, or
integrate the business and operations of any acquired business or entity with
our existing operations.

DEPENDENCE ON SYSTEMS

         Our business is highly dependent on communications, trading,
information and data processing systems. As with other areas, our technology
demands have grown considerably in recent years and are anticipated to continue
to grow dramatically in the years ahead. Investor interest and competitive
forces in areas such as electronic order entry and access to customer statements
(including through the Internet) could strain our technology resources or force
us to incur substantial expenses in expanding these resources. New regulations
imposing additional audit trail and other data capture and retention
requirements will cause us to incur further significant expenses. We have
outsourced certain communications, quotations and trading systems services and
currently maintain our own back-office processing system. Although we and our
vendors have in place tested disaster recovery systems, any failure or
interruption of our or a vendor's systems could cause delays in our securities
trading and processing activities and an inability to execute client
transactions, any of which could have a material adverse effect on our operating
results. It is possible that we or our vendors will suffer one or more of these
systems failures or interruptions, and that we or our vendor's backup procedures
and disaster recovery capabilities will not be adequate. As technology develops
and industry practices and regulations change, we must update or replace various
of our key systems, including, in particular, our back-office data processing
system, in order to remain competitive. We have, in fact, committed to upgrade
our current back-office processing system via an internal development process
between 1998 and 2002 at an expected cost of approximately $17 million. It is
also possible that, during the process of upgrading our current back-office
processing system, we will encounter technological difficulties, cost overruns,
problems obtaining the necessary quantity and quality of development personnel,
or other difficulties in purchasing necessary components of such a system




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from outside vendors. Further, there can be no assurance that the back-office
processing system, upon completion, will be state-of-the-art and that the system
upgrade or implementation process will not result in interruption of our
business or delivery of our products and services to customers.


DEPENDENCE ON SOURCES OF FINANCING

         Dain Rauscher, like others in the securities industry, relies on
external sources to finance a significant portion of our day-to-day operations,
principally customer margin account balances, securities inventory and
underwriting positions, and certain other transactions. The principal sources of
our cash and liquidity are retained earnings, cash balances held on behalf of
customers pending investment, collateralized repurchase agreements,
collateralized bank loans, and securities lending activities. We also have
unsecured committed and uncommitted bank credit lines. Finally, because a
substantial portion of our capital resources could be used for acquisitions, we
may require additional debt or equity financing for operations, which financing
may not be available on terms favorable to us, if at all. Availability of
financing to us can vary depending on market conditions, the volume of certain
trading activities, credit ratings, credit capacity, and the overall
availability of credit to the financial services industry. These points are also
discussed in the section above entitled, "Liquidity and Capital Resources."

USE OF DERIVATIVE FINANCIAL INSTRUMENTS

         We enter into certain financial futures and option contracts in the
ordinary course of our business to hedge or modify exposures to interest rate
fluctuations related to interest-rate-sensitive securities in our trading
inventories. While the use of these derivatives is intended to allow us to
better manage certain risks, it is possible that, over time, mismatches may
arise with respect to the derivatives and the cash market instruments they are
intended to hedge. Discrepancies can also arise between the derivative and cash
markets. Derivatives also have risks that are similar in type to the risks of
the cash market instruments on which their values are based. For example, in
times of market stress, sharp price movements or reductions in liquidity in the
cash markets may be related to comparable or even greater price movements and
reductions in liquidity than in the derivative markets. Further, the risks
associated with derivatives are potentially greater than those associated with
the related cash market instruments because of the additional complexity and
potential for leverage. In addition, derivatives may create credit risk (the
risk that a counterparty to a derivative transaction with Dain Rauscher will not
fulfill its contractual obligations), as well as legal, operational and other
risks beyond those associated with the underlying cash market instruments on
which their values are based.

FEDERAL AND STATE REGULATION; NET CAPITAL REQUIREMENTS

         Our business is, and the securities and commodities industries are,
subject to extensive regulation in the United States, at both the federal and
state level, as well as by industry self-regulatory organizations. As a matter
of public policy, regulatory bodies are charged with safeguarding the integrity
of the securities and other financial markets and with protecting the interests
of customers participating in those markets. These agencies are not charged with
protecting the interests of our stockholders or creditors. In addition,
self-regulatory organizations and other regulatory bodies in the United States,
such as the Securities and Exchange Commission (the "SEC"), the New York Stock
Exchange, Inc. (the "NYSE"), the National Association of Securities Dealers,
Inc., and the Municipal Securities Rulemaking Board, require strict compliance
with their rules and regulations. Failure to comply with any of these laws,
rules or regulations, many of which are quite complex and subject to
interpretation, could result in a variety of adverse consequences, including,
for example, censure, fines, suspension, or the revocation or reduction of the
right to do business of key persons associated with us or Dain Rauscher itself,
as well as private rights of action for damages, any of which could have a
material adverse effect upon our consolidated financial condition or results of
operations.

         The laws and regulations, as well as governmental policies and
accounting principles, governing the financial services and banking industries
have changed significantly over recent years and are expected to continue to do
so. During the last several years the U.S. Congress has considered numerous
proposals that would significantly alter the structure and regulation of these
industries. These changes, if adopted, could materially and adversely affect our
business and operations. Our businesses may also be materially affected by
regulations of general application, such as existing and proposed tax
legislation, antitrust policy and other governmental regulations and policies
(including the interest rate and other monetary policies of the Federal Reserve
Board).




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         The SEC, the NYSE, and various other exchanges and regulatory bodies in
the United States have rules with respect to net capital requirements which
affect us. These rules have the effect of requiring that at least a substantial
portion of a broker-dealer's assets be kept in cash or highly liquid
investments. DRI's compliance with these net capital requirements could limit
operations that require extensive use of capital, such as underwriting or
trading activities, and constrain the ability of us to grow our business, either
through internal expansion or by acquisitions. A significant operating loss or
any unusually large charge against net capital could also have a material
adverse effect on our ability to conduct business. The net capital rules could
also restrict our ability to withdraw capital from DRI, even in circumstances in
which it has more than the minimum amount of required capital. Such
restrictions, in turn, could limit the our ability to pay dividends, implement
strategies, pay interest on and repay the principal of our debt, and redeem or
repurchase shares of outstanding capital stock.

LITIGATION

         Many aspects of the securities brokerage and investment banking
businesses involve substantial risks of liability. In recent years, there has
been an increasing incidence of litigation and regulatory enforcement
proceedings involving the securities industry. These actions include class
action suits that generally seek substantial damages, other suits seeking
punitive and/or treble damages, and administrative and court proceedings brought
by regulatory agencies seeking fines, injunctions, suspensions, and bars from
future participation in the business against securities firms and, in some
cases, their employees and officers. In addition, underwriters are subject to
substantial potential liability for material misstatements and omissions in
prospectuses and other communications with respect to underwritten offerings of
securities. Like other securities brokerage firms, Dain Rauscher, and certain
Dain Rauscher personnel, have been named or threatened to be named as defendants
in legal and regulatory proceedings which cause us to expend substantial
financial and managerial resources in conducting our legal defense. The outcome
of any legal or regulatory proceeding is uncertain. The settlement of any of
these proceedings under adverse circumstances, or an adverse judgment in
connection with any of these proceedings, may have a material adverse effect on
our consolidated financial condition or operating results.





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