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                                                                    EXHIBIT 99.1

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

    Great Plains Software, Inc. (the  Company"), or persons acting on behalf 
of the Company, or outside reviewers retained by the Company making 
statements on behalf of the Company, or underwriters, from time to time make, 
in writing or orally,  forward-looking statements" within the meaning of the 
Private Securities Litigation Reform Act of 1995 (Section 27A of the 
Securities Act of 1933, as amended, and Section 21E of the Securities 
Exchange Act of 1934, as amended).  When used in conjunction with an 
identified forward-looking statement, this Cautionary Statement is for the 
purpose of qualifying for the  safe harbor" provisions of such sections and 
is intended to be a readily available written document that contains factors 
which could cause results to differ materially from such forward-looking 
statements.  These factors are in addition to any other cautionary 
statements, written or oral, which may be made or referred to in connection 
with any such forward-looking statement.

    The following matters, among others, may have a material adverse effect 
on the business, financial condition, liquidity, results of operations or 
prospects, financial or otherwise, of the Company. Reference to this 
Cautionary Statement in the context of a forward-looking statement or 
statements shall be deemed to be a statement that any or more of the 
following factors may cause actual results to differ materially from those in 
such forward-looking statement or statements:                        

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS; SEASONALITY

    The Company's quarterly revenue and operating results have varied in the 
past, and are likely to vary in the future. The Company generally operates 
with little backlog, and most of its revenues in each quarter result from 
orders booked in that quarter. The Company establishes its expenditure levels 
based on its expectations as to future revenue, and, if revenue levels are 
below expectations, expenses could be disproportionately high. As a result, a 
drop in near term demand could significantly affect both revenue and profits 
in any quarter. In the future, the Company's operating results may fluctuate 
for this reason or as a result of a number of other factors, including 
increased expenses, timing of product releases, increased competition, 
variations in the mix of sales, announcements of new products by the Company 
or its competitors and capital spending patterns of the Company's customers. 
As a result, there can be no assurance the Company will be able to maintain 
profitability on an annual or quarterly basis. 

    The Company's business has experienced and may continue to experience 
seasonality. In recent years, the Company has recognized a greater percentage 
of its revenue and operating income in its fourth fiscal quarter than in any 
of the first three fiscal quarters due to a number of factors, including the 
timing of product releases and the Company's sales incentive programs. 
Moreover, due to generally diminished business activity in the summer 
quarter, and to fiscal year-end sales incentive programs, the Company has 
historically recognized less revenue and operating income in its first fiscal 
quarter than in the other quarters.

    Because of these factors, the Company believes that period-to-period 
comparisons of its results of operations are not necessarily meaningful and 
should not be relied upon as indications of future performance. Furthermore, 
it is possible that in some future quarters the Company's operating results 
will fall below the expectations of the Company, market analysts and 
investors. In such event, the price of the Company's Common Stock would 
likely be materially and adversely affected. 

DEPENDENCE ON NEW PRODUCTS; RAPID TECHNOLOGICAL CHANGE; PRODUCT DEVELOPMENT RISK

    The market for the Company's products is characterized by rapid 
technological advances and evolving industry standards and can be 
significantly affected by new product introductions, changing customer 
requirements and market activities of industry participants. The life cycles 
of the Company's products are difficult to estimate, and the Company's 
position in the current market could be undermined by rapid product advances. 
The Company's future success will depend upon its ability to continue to 
improve existing products and to develop and introduce products with new or 
enhanced capabilities that


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address the increasingly sophisticated needs of its customers and keep pace 
with technological and competitive developments. Among other things, the 
emergence of the Internet as an alternative computing platform and 
distribution medium may adversely affect the demand for client/server 
products and alter current software utilization, distribution and pricing 
patterns. There can be no assurance that the Company will be able to 
successfully develop and market new or enhanced products or respond 
effectively to technological changes or new product announcements by others. 
Further, the Company may face challenges with customers who are slower to 
adopt new technologies or otherwise commit resources to convert to a 
client/server solution. Any failure by the Company to anticipate or respond 
adequately to technological developments and customer requirements, or any 
significant delays in product development or introduction, could result in a 
loss of competitiveness and revenue. 

    Delays in the release of new and upgraded versions of the Company's 
software products could have a significantly negative impact on the Company's 
sales and results of operations. Because of the complexities inherent in 
developing software products as sophisticated as those sold by the Company 
and the lengthy testing periods associated with such products, no assurance 
can be given that future product introductions by the Company will not be 
delayed. In addition, complex software programs may contain undetected errors 
or bugs when they are first introduced or as new versions are released. There 
can be no assurance that errors will not be found in the Company's existing 
or future products, with the possible result of delays in or loss of market 
acceptance of these products, diversion of the Company's resources, injury to 
the Company's reputation and increased service and warranty expenses. 

RELIANCE ON MICROSOFT TECHNOLOGY

    The Company's software products are designed for Microsoft technologies, 
including Windows NT, Windows 95 and SQL Server. In addition, the Company's 
products utilize other Microsoft technologies, including Internet Information 
Server, FrontPage, Visual Basic and Visual Basic for Applications. Although 
the Company believes that Microsoft technologies are and will be widely 
utilized by businesses in the corporate market or midmarket (the 
"Midmarket"), no assurance can be given that these businesses will actually 
adopt such technologies as anticipated or will not in the future migrate to 
other computing technologies that the Company does not support. Moreover, the 
Company's strategy will require that the Company's products and technology be 
compatible with new developments in Microsoft's technology. 

RELIANCE ON THIRD-PARTY SUPPLIERS

    The Company's products utilize certain software licensed to it by 
third-party software developers. Although the Company believes that there are 
alternatives for these products, any significant interruption in the supply 
of such third-party software could have a material adverse impact on the 
Company's sales unless and until the Company can replace the functionality 
provided by these products. In addition, the Company is to a certain extent 
dependent upon such third parties' abilities to enhance their current 
products, to develop new products on a timely and cost-effective basis and to 
respond to emerging industry standards and other technological changes. There 
can be no assurance that the Company would be able to replace the 
functionality provided by the third party software currently offered in 
conjunction with the Company's products in the event that such software 
becomes obsolete or incompatible with future versions of the Company's 
products or is otherwise not adequately maintained or updated. The absence of 
or any significant delay in the replacement of that functionality could have 
a material adverse effect on the Company's business, results of operations 
and financial condition. 

DECLINE IN SALES OF DOS- and MACINTOSH-BASED PRODUCTS

    The Company has shifted its focus from a product based on DOS, Macintosh 
and local area network (LAN) technologies, Great Plains Accounting, to 
products based on Windows and client/server technologies. As a result of this 
shift and the decrease in general market demand for DOS- and Macintosh-based 
products, the Company's revenues from its Great Plains Accounting product 
have been


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declining and are expected to decline for the foreseeable future. There can 
be no assurance that the decline in revenues from sales of Great Plains 
Accounting will not have a material adverse effect on the Company's business, 
results of operations and  financial condition.

RELIANCE UPON PARTNER DISTRIBUTION CHANNEL; RISKS ASSOCIATED WITH EXPANDING 
DISTRIBUTION

    The Company relies exclusively upon its network of value added resellers 
(VARs), systems integrators, Big Six and other accounting firms, independent 
software vendors (ISVs) and specialized software consultants (together, the 
"Partners") to provide marketing and sales opportunities. There can be no 
assurance that the Company's Partners will aggressively market the Company's 
products or will maintain their relationships with the Company. The failure 
of the Company to maintain its existing Partner relationships, or to 
establish new Partner relationships in the future, because of a divergence of 
interests, or for any other reason, could have a material adverse effect on 
the Company's business, results of operations and financial condition. 

    The Company's ability to achieve significant revenue growth in the future 
will depend in large part on adding new Partners and leveraging its 
relationships with existing Partners. In addition, an integral part of the 
Company's strategy is to add distributors internationally, who in turn 
recruit Partners in their territory. The Company typically grants exclusive 
distribution rights to its international Partners. The Company is currently 
investing, and intends to continue to invest, significant resources to 
develop these channels. There can be no assurance that the Company will be 
able to leverage relationships with existing Partners and add new Partners 
and distributors to market the Company's products effectively. The inability 
to do so could have a material adverse effect on the Company's business, 
results of operations and financial condition. 

COMPETITION

    The market for the Company's products is highly competitive and rapidly 
changing. The Company's primary market consists of businesses in the 
Midmarket. The Company's current and prospective competitors offer a variety 
of solutions for this market. The Company experiences significant competition 
and expects substantial additional competition from established and emerging 
software companies that offer products similar to the Company's products and 
target the same customers as the Company.

    In North America, the Company faces a number of competitors in the 
Midmarket.  Outside North America, the Company also faces competition from a 
number of competitors, several of which have significant shares in their home 
markets.  In addition, the Company competes for Midmarket business with 
companies primarily targeting the enterprise or high-end market; several of 
these competitors, which principally sell UNIX-based systems, offer or have 
announced their intention to deliver Windows NT solutions. The Company's 
products also face competition from providers of industry-specific 
applications as well as indirect competition from in-house, custom-developed 
financial management applications.

    Certain of the Company's competitors have substantially greater 
financial, marketing or technical resources than the Company. There can be no 
assurance that other companies have not developed or marketed or will not 
develop or market products that are superior to those of the Company, that 
are offered at substantially lower prices than those of the Company, or that 
have or will achieve greater market acceptance than those of the Company. In 
addition, there can be no assurance that alternative


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methods of delivering financial management systems will not provide increased 
competition. 

DEPENDENCE ON KEY PERSONNEL

    The Company's future success depends to a significant extent on the 
Company's executive officers and certain technical, managerial, sales and 
marketing personnel. The loss of the services of any of these individuals or 
group of individuals could have a material adverse effect on the Company's 
business, results of operations and financial condition. 

    Competition for qualified personnel in the software industry is intense. 
The future success of the Company will depend in large part on its ability to 
attract and retain qualified management and technical employees, and there 
can be no assurance that the Company will be able to do so. The Company 
believes that the continued employment of a number of key management and 
technical personnel is important to the Company's future success. The Company 
has from time to time experienced difficulty in locating and retaining 
candidates with appropriate qualifications. 

MANAGEMENT OF GROWTH

    The Company's growth has resulted in an increase in responsibilities 
placed upon the Company's management and has placed added pressures on the 
Company's operating and other systems. To manage its growth effectively, the 
Company will be required to continue to implement additional systems and 
controls, and to expand, train and manage its employee base. There can be no 
assurance that the management skills and systems currently in place will be 
adequate if the Company continues to grow, or that the Company will be able 
to implement additional systems successfully and in a timely manner as 
required. In addition, the Company from time to time may seek acquisitions of 
businesses, products and technologies that are complementary to those of the 
Company, or that allow the Company to enter new markets. Any such acquisition 
would place additional strains upon the Company's management resources. 

DEPENDENCE ON INTELLECTUAL PROPERTY RIGHTS; RISK OF INFRINGEMENT

    The Company relies on a combination of trade secret, copyright and 
trademark laws, nondisclosure agreements and other contractual provisions and 
technical measures to protect its intellectual property rights. There can be 
no assurance that these protections will be adequate to prevent the Company's 
competitors from copying or reverse-engineering the Company's products, or 
that the Company's competitors will not independently develop technologies 
that are substantially equivalent or superior to the Company's technology. 
The Company makes source code available to certain of its Partners and 
customers. This availability may increase the likelihood of misappropriation 
or other misuse of the Company's intellectual property. The Company has no 
patents, and existing copyright laws afford only limited protection for the 
Company's intellectual property rights and will not protect such rights in 
the event competitors independently develop products similar to those of the 
Company. While the Company licenses its Dynamics C/S+ product under signed 
licenses, the Company licenses its Dynamics and Great Plains Accounting 
products primarily under "shrink wrap" licenses that are not signed by its 
licensees. These shrink wrap licenses may be unenforceable under the laws of 
certain jurisdictions. In addition, the laws of certain countries in which 
the Company's products are or may be licensed do not protect the Company's 
products and intellectual property rights to the same extent as the laws of 
the United States. 

    Although the Company has never been the subject of a material 
intellectual property dispute, there can be no assurance that a third party 
will not assert that the Company's technology violates its intellectual 
property rights in the future. As the number of software products in the 
Company's target market increases and the functionality of these products 
further overlap, the Company believes that software developers may become 
increasingly subject to infringement claims. Any such claims, whether with or 
without merit, can be time consuming and expensive to defend. There can be no 
assurance that third parties will not assert infringement claims against the 
Company in the future with respect to its


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current or future products or that any such assertion will not require the 
Company to enter into royalty arrangements or litigation that could be costly 
to the Company. 

INTERNATIONAL SALES AND OPERATIONS

    The Company sells its products in select international markets in 
addition to the United States and Canada. The Company has recently entered 
into distribution arrangements in Western and Eastern Europe, Australasia, 
Southern Africa, the Middle East and Southeast Asia. As a result of the 
royalty structure for the Company's international Partner network, the 
Company's gross margin on international sales is generally less than its 
gross margin on domestic sales. The Company's international business may be 
affected by such factors as local economic and market conditions, political 
and economic instability, greater difficulty in administering operations, 
difficulties in enforcing intellectual property and contractual rights, 
difficulties in tailoring the Company's software products to fit local 
accounting principles, rules, regulations, language, tax codes and customs, 
fluctuations in currency exchange rates and the need for compliance with a 
wide variety of foreign and United States export regulations. There can be no 
assurance that one or more of these factors will not have a material adverse 
effect on the Company's international operations and, consequently, the 
Company's business, results of operations and financial condition. 

PRODUCT LIABILITY

    The Company's license agreements with its customers typically contain 
provisions designed to limit the Company's exposure to potential product 
liability claims. It is possible, however, that the limitation of liability 
provisions contained in the Company's license agreements may not be effective 
under the laws of certain jurisdictions. The sale and support of products by 
the Company and its Partners may entail the risk of such claims, and there 
can be no assurance that the Company will not be subject to such claims in 
the future. Furthermore, some of the Company's licenses with customers are 
governed by laws of jurisdictions other than the United States, and there can 
be no assurance that purported limitations on liability in these licenses 
would be enforced were foreign law to govern. A product liability claim 
brought against the Company could have a material adverse effect upon the 
Company's business, results of operations and financial condition. 

POSSIBLE VOLATILITY OF STOCK PRICE

    The trading prices of the Company's Common Stock could be subject to wide 
fluctuations in response to quarter-to-quarter variations in the Company's 
operating results, developments or disputes concerning intellectual property 
rights, technological innovations or new products, governmental regulatory 
action, general conditions in the accounting and financial management 
software industry, increased price competition, changes in earnings estimates 
by analysts or other events or factors, many of which are beyond the 
Company's control. In addition, the stock market has experienced extreme 
price and volume fluctuations, which have particularly affected the market 
prices of many computer software companies and which have often been 
unrelated to the operating performance of such companies.