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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 such safe harbor legislation. This 
filing, our Annual Report to Shareholders, any Form 10-K, Form 10-Q or Form 
8-K of our 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," "intends," "estimate," "forecast," "project," 
"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 such statements. These uncertainties 
and other factors include, but are not limited to; the "Risk Factors" listed 
below. Though 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 emerge 
from time to time and it is not possible for management to predict all such 
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 such 
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 statements, 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 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. Such factors include market conditions and psychology, the 
availability and cost of short-term or long-term funding and capital, our 
credit capacity or perceived creditworthiness and the securities industry in 
the marketplace, the level and volatility of interest rates, inflation and 
deflation economic and political conditions, 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 our Company. 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 and 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 its management and can increase the frequency and size 
of credit extensions and counterparty and customer failures to meet 
commitments. Such 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 recent 
loosening of Federal Reserve Board rules limiting the underwriting and other 
activities of securities subsidiaries of bank holding companies. Acquisitions 
of securities firms by banks have brought entirely new sources of capital 
into the securities industry, resulting in more competition for our 
businesses. Legislative proposals currently under consideration would 
eliminate the remaining limit on securities activities of banks and would 
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 such individuals. The level 
of competition for experienced revenue-producing personnel is extremely 
intense and levels of compensation for skilled employees has 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 it provides. Our ability to succeed in 
pursuit of such strategy is highly dependent on its ability to recruit and 
retain experienced revenue-producing and other personnel.

IMPLEMENTATION OF OUR STRATEGIES

         Our business strategy is to gain a competitive edge in the 
marketplace by coupling the regional and industry expertise, knowledge, brand 
names, capital and customer relationships of its former broker-dealer 
subsidiaries into a single, more powerful brand name that will enable it to 
simplify its management structure gain economies of scale and critical mass 
and become more responsive to competitive changes. In order to remain 
competitive, We must grow its revenues through further penetration of 
existing markets, entry into new markets and expansion of the products and 
services it provides, including possible expansion into related lines or 
business. 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 its business, results of operations or financial 
condition. While we have grown successfully through strategic acquisitions in 
the past, there can be no assurance that we in the future will be able to 
successfully identify, compete for or 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 it 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 the our securities trading and processing activities 
and an inability to execute client transactions, which could have a material 
adverse effect on our operating results. There can be no assurance that we or 
our vendors will not suffer any such systems failure or interruption or that 
we or our vendor's backup procedures and disaster recovery capabilities will 
be adequate. As technology develops and industry practices and regulations 
change, we must update or replace various of its key systems,


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including, in particular, its 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. There can be 
no assurance that we, during the process of upgrading our current back-office 
processing system, will not encounter technological difficulties, cost 
overruns, problems obtaining the necessary quantity and quality of 
development personnel, or difficulties in purchasing necessary components of 
such a system 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.

         It has become widely known that certain technological problems may
arise in connection with reaching the Year 2000. Beginning with our
consolidation of the back-office brokerage operations of Dain Bosworth and
Rauscher Pierce Refsnes in 1993, we have upgraded and/or replaced the bulk of
its mission-critical data processing systems. Such upgrade and replacement
projects were performed primarily for competitive reasons, though they included
the added benefit of making such systems Year 2000 compliant. Upgrades or
replacements necessary to achieve Year 2000 compliance for our remaining
mission-critical systems are expected to be completed in 1998 and the costs
related to such upgrades or replacements are not expected to have a material
effect on our consolidated financial statements. During 1999, we, along with the
rest of the securities industry, expect to test systems interdependencies with
outside parties. While there can be no assurance, we believe that our internal
systems will not experience significant disruption in connection with the Year
2000. There can be no assurance that another entity's failure to ensure Year
2000 readiness would not have an adverse effect on us. In particular, if our
internal systems or if our vendors and other information providers or the
securities exchanges, clearing agencies and other securities firms or financial
institutions with which we transact business experience any significant
disruption in connection with the Year 2000, such disruption may have a material
adverse effect on our operating results.

DEPENDENCE ON SOURCES OF FINANCING

         We, like others in the securities industry, relies on external sources
to finance a significant portion of its 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 a $50 million unsecured
committed revolving credit facility available. We maintain uncommitted credit
lines with a number of banks aggregating approximately $540 million. Finally,
because a substantial portion of the 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. See
"Liquidity and Capital Resources."

USE OF DERIVATIVE FINANCIAL INSTRUMENTS

         We enter into certain financial futures contracts 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 its trading
inventories. While the use of these derivatives is intended to allow us to
better manage certain risks, it is possible that, over time, mis-matches 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 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 on a derivative transaction 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.

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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 and not with protecting the
interests of our stockholders and creditors. In addition, self-regulatory
organizations and other regulatory bodies in the United States, such as the
Commission, 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 censure, fines, suspension, revocation or reduction of
the right to do business of key persons associated with us or the Company
itself, and private rights of action for damages, 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 Congress has considered numerous proposals
that would significantly alter the structure and regulation of such industries.
Such 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).

         The Commission, 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. Compliance with the net capital requirements by DRI could limit
operations that require extensive use of capital, such as underwriting or
trading activities and constrain the ability of us to grow its business, either
through internal expansion or by acquisitions. A significant operating loss or
any unusually large charge against net capital could have a material adverse
effect on our ability business. The net capital rules could also restrict the
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. Such 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. 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, we, and certain 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 legal
defense. The outcome of any legal or regulatory proceeding is uncertain. The
settlement of any such proceeding under adverse circumstances or an adverse
judgment in connection with any such proceeding may have a material adverse
effect on our consolidated financial condition or operating results.

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