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                                                                     Exhibit 99

                                CAUTIONARY STATEMENT
                        REGARDING FORWARD-LOOKING STATEMENTS

     Metris Companies Inc. ("Metris" or "the Company") desires to take advantage
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995 and is filing this cautionary statement in connection with such safe
harbor legislation.  The Company's Form 10-K, the Company's Annual Report to
Shareholders, any Form 10-Q or Form 8-K filed by the Company or any other
written or oral statements made by or on behalf of the Company may also include
forward-looking statements which reflect the Company's current views with
respect to future events and financial performance.  The words "believe,"
"expect," "anticipate," "intends," "estimate," "forecast," "project" and similar
expressions identify forward-looking statements.

     The Company wishes to caution investors that any forward-looking statements
made by or on behalf of the Company 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 factors listed below (many of which have been discussed in the Company's
prior filings with the Securities and Exchange Commission).  Though the Company
has attempted to list comprehensively these important factors, the Company
wishes to caution investors that other factors may in the future prove to be
important in affecting the Company's results of operations.  New factors emerge
from time to time and it is not possible for management to predict all of such
factors, nor can it assess the impact of each such factor on the business or the
extent to which any factor, or 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 of the Company's views as of the
date the statement was made.  The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

DEPENDENCE ON FINGERHUT

     As of December 31, 1997, approximately 39% of the Company's credit card
accounts were customers of Fingerhut Corporation ("Fingerhut Customers"),
accounting for approximately 39% of the Company's managed loans, and Fingerhut
Customers are currently the Company's only customers for extended service plans.
Moreover, until the Company further develops its own database of information
based upon its experience as an independent, stand-alone entity, its success in
the credit card business will remain largely dependent upon its exclusive rights
to use information in Fingerhut's proprietary database (the "Fingerhut
Database"), particularly with respect to the experience of Fingerhut Corporation
("Fingerhut") with its customers.  Similarly, until the Company develops
extended service plan marketing relationships with other companies, its success
in the extended service plan business will remain largely dependent upon its
right to provide extended service plans to Fingerhut Customers and the level of
Fingerhut's sales of warrantable products.  Metris has entered into agreements
with Fingerhut relating to (i) credit cards issued to Fingerhut Customers, (ii)
use of information in the Fingerhut Database and (iii) marketing of extended
service plans to Fingerhut Customers. The loss of the ability to use information
from the Fingerhut Database or to market to Fingerhut Customers would have a
significant adverse economic impact on the Company's results of operations and
future prospects.  Significant adverse changes which materially affect
Fingerhut's ability to maintain its database or to continue its catalog sales
business would also have an adverse impact on the Company.

     Fingerhut Companies, Inc. ("FCI") is a guarantor of the Company's bank
revolving credit facility.  Breaches of covenants contained in the guaranty,
including various financial covenants of FCI, would be

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events of default under the facility.  Upon the occurrence of any such event
the facility would be terminable at the option of the lenders.  Such events
could have a material adverse impact on the Company's financial condition and
results of operations. To the extent that the FCI guarantee contains certain
financial covenants and the cost of maintaining availability and borrowing
under the revolving credit facility is based on FCI's credit rating, the
Company will be dependent on the financial strength and performance of FCI.
FCI has been impacted by the industry-wide increase in paper and postage
rates, which began in early 1995 and continued into 1996.  Primarily as a
result such increases in paper and postage rates, FCI's debt rating was
downgraded in 1996 by Standard & Poor's.  FCI is currently rated BBB/Baa2 by
Standard & Poor's and Moody's Investors Service, respectively.

LACK OF PRIOR OPERATING HISTORY AS STAND-ALONE ENTITY

     The financial services business of the Company originally was part of FCI
corporate group and therefore the Company has operated as a separate operating
group for a limited time.  In addition, the Company's management team has
operated the Company as a stand-alone entity for a limited time.  A number of
significant changes occurred in the funding and operations of the Company in
connection with the consummation of the Company's initial public offering.
These changes include the establishment of the Company's revolving credit
facility and its own incentive compensation and stock option plans.  These
changes may have a substantial impact on the financial position and future
results of operations of the Company.  As a result, the historical financial
information included in the Company's Form 10-K, the Company's Annual Report to
Shareholders, any Form 10-Q or Form 8-K filed by the Company or any other
written or oral statements made by the Company, does not necessarily reflect the
financial position and results of operations of the Company in the future or
what the financial position and results of operations of the Company would have
been had it been operated as a stand-alone entity during the periods presented.
FCI no longer guarantees all of the Company's indebtedness.

     The Company has entered into an Administrative Services Agreement, under
which subsidiaries of FCI have agreed to provide a variety of administrative
services to the Company on a transitional basis.  Following the termination of
the Administrative Services Agreement, the Company will be required to provide
or procure these administrative services without the assistance previously
provided by FCI.  The impact of these and other changes on the Company's
operations cannot be fully predicted.

LACK OF SEASONING OF CREDIT CARD PORTFOLIO

     The average age of a credit card issuer's portfolio of accounts is an
indicator of the stability of delinquency and loss levels of that portfolio; a
portfolio of older accounts generally behaves more predictably than a newly
originated portfolio.  Approximately 47% of the Company's credit card accounts
were originated within the last 18 months and over 19% were originated within
the last six months.  As a result, there can be no assurance as to the levels of
delinquencies and losses, which may affect earnings through net charge-offs that
can be expected over time with respect to the Company's portfolio.  Until the
accounts become more seasoned, it is likely that the levels of such
delinquencies and losses will increase as the average age of the Company's
accounts increases.  Any material increases in delinquencies and losses above
management's expectations would have a material adverse impact on the Company's
results of operations and financial condition.

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ABILITY TO SUSTAIN AND MANAGE GROWTH

     In order to meet its strategic objectives the Company must continue to
achieve growth in its credit card loan portfolio.  Continued growth in the
Company's credit card loan portfolio depends on (i) the Company's ability to
attract new cardholders, (ii) growth in both existing and new account balances,
(iii) the degree to which the Company loses accounts and account balances to
competing card issuers, (iv) levels of delinquencies and losses, (v) the
availability of funding (including, but not limited to, securitizations) on
favorable terms and (vi) general economic and other factors beyond the control
of the Company.  The Company's growth is also dependent on the level of the
Company's marketing expenditures used to solicit new customers and the number of
responses the Company receives with respect to solicitations for its consumer
credit, fee-based and other financial service products.  Any increases in postal
rates could have a negative impact on the level and cost of direct mail
marketing activities.  No assurance can be given as to the future growth in the
Company's loan portfolio or its profitability.

     Further growth of the Company will require employment and training of new
personnel, expansion of facilities, expansion of management systems and access
to additional capital.  If the Company is unable to manage its growth
effectively, the Company's profitability and its ability to achieve its
strategic objectives may be adversely affected.

RISKS RELATED TO TARGET MARKET

     The Company targets its consumer credit products to moderate income
consumers.  Lenders historically have not solicited this market to the same
extent as more affluent market segment consumers.  As a result, in addition to
higher delinquency and loss rates, there is less historical experience with
respect to the credit risk and performance of moderate income consumers.  There
can be no assurance that the Company can successfully target and evaluate the
creditworthiness of moderate income consumers so as to minimize the expected
higher delinquencies and losses or that the Company's risk-based pricing system
can offset the negative impacts the expected higher delinquency and loss
experience for this market segment has on overall profitability.  Nor can there
be assurance that the Company can successfully price its fee based products and
manage claims and service costs.

     Primary risks associated with unsecured lending, especially to the
Company's target market, which focus on moderate income consumers, are that (i)
delinquencies and credit losses will increase because of future economic
downturns, (ii) an increasing number of customers will default on the payment of
their outstanding balances or seek protection under bankruptcy laws, resulting
in accounts being charged off as uncollectible, (iii) fraud by cardholders and
third parties will increase and (iv) unfavorable changes in consumers' attitudes
toward financing purchases with debt or in cardholder payment behavior, such as
increases in discretionary repayment of account balances, will result in
diminished interest income.  At December 31, 1997, the Company's managed credit
card loans 30 days or more delinquent were 6.6% of managed loans compared to
5.5% at December 31, 1996.  A portion of this increase is to be expected as the
Company's portfolio continues to season.  Additionally, general economic
factors, such as the rate of inflation, unemployment levels and interest rates
may affect the Company's target market customers more severely than other market
segments.

LIMITED HISTORY OF CREDIT CARD OPERATIONS

     The Company began originating and servicing credit card accounts in March
1995, and thus has limited underwriting and servicing experience, and limited
delinquency, default and loss experience with respect to its credit card
accounts.  Although the Company has experienced substantial growth in credit
card loans outstanding, revenues and net earnings, there can be no assurances
that these rates of growth will be sustainable or indicative of future results.
In addition, the Company's results of operations, financial condition and
liquidity depend, to a material extent, on its ability to manage its credit card
business and on the performance of the credit card loans outstanding.

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INTEREST RATE RISK

     The Company's credit card accounts generally have finance charges set at a
variable rate with a spread above a designated prime rate or other designated
index.  Although the Company intends to manage its interest rate risk through
asset and liability management, as the interest rate environment fluctuates, the
Company may be adversely affected by changes in its cost of funds as well as in
the relationship between the indices used in the Company's securitizations and
other funding and the indices used to determine the finance charges on account
balances.

FUNDING AND SECURITIZATION CONSIDERATIONS

     The Company depends heavily upon the securitization of its credit card
loans to fund its operations and to date has been able to complete
securitization transactions on terms that it believes are favorable.  There can
be no assurance, however, that the securitization market will continue to offer
attractive funding alternatives.  In addition, the Company's ability to
securitize its assets depends on the continued availability of credit
enhancement on acceptable terms and the continued favorable legal, regulatory,
accounting and tax environment for securitization transactions.  While the
Company does not at present foresee any significant problems in any of these
areas, any such adverse change could force the Company to rely on other
potentially more expensive funding sources.

     Adverse changes in the performance of the Company's securitized assets,
including increased delinquencies and losses, could result in a downgrade or
withdrawal of the ratings on the outstanding certificates under the Company's
securitization transactions or cause early amortization of such certificates.
This could jeopardize the Company's ability to effect other securitization
transactions on acceptable terms, thereby decreasing the Company's liquidity and
forcing the Company to rely on other funding sources to the extent available.

     The Company is also dependent on its bank revolving credit facility, which
is guaranteed by FCI.  In the event that FCI no longer owns 51% or more of the
Company or FCI breaches its covenants, including various financial covenants
contained in its guarantee, the facility may be terminated by the lenders.

REGULATION

     The activities of Metris are subject to extensive regulation under both
federal and state laws and regulations.  Such laws and regulations significantly
limit the activities in which the Company and the Company's credit card
subsidiary, Direct Merchants Bank, will be permitted to engage.  Numerous
legislative and regulatory proposals are advanced each year which, if adopted,
could adversely affect the Company's profitability or limit the manner in which
the Company conducts its activities.  Moreover, the Company's interactions with
FCI pursuant to certain intercompany agreements are constrained under those
agreements by the requirements of the Fair Credit Reporting Act ("FCRA").
Failure to comply with such requirements could result in termination of such
agreements and/or the Company and/or Fingerhut becoming a consumer reporting
agency under the FCRA.  The FCRA imposes a number of complex and burdensome
regulatory requirements and restrictions on a consumer reporting agency,
including restrictions on the circumstances under which a consumer reporting
agency may furnish information to others.  Accordingly, if Fingerhut were to
become a consumer reporting agency, the FCRA would restrict the Company's access
to the Fingerhut Database.  Similarly, if the Company were to become a consumer
reporting agency, its ability to furnish information to third parties would be
restricted by the FCRA.  Such restrictions on the Company's ability to access
the Fingerhut Database and/or on the Company's ability to furnish information to
third parties could have a significant adverse economic impact on the Company's
results of operations and future prospects.

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     Direct Merchants Bank is also subject to regulation by the Federal Reserve
Board, the Federal Deposit Insurance Corporation and the OCC.  Such regulations
include limitations on the nature of the businesses Direct Merchants Bank may
conduct.

CONSUMER AND DEBTOR PROTECTION LAWS

     Metris is subject to numerous federal and state consumer protection laws
that impose requirements related to offering and extending credit.  The United
States Congress and the states may enact laws and amendments to existing laws to
further regulate the credit card industry or to reduce finance charges or other
fees or charges applicable to credit card and other consumer revolving loan
accounts.  Such laws, as well as any new laws or rulings which may be adopted,
may adversely affect the Company's ability to collect on account balances or
maintain previous levels of periodic rate finance charges and other fees and
charges with respect to the accounts.  Any failure by the Company to comply with
such legal requirements also could adversely affect its ability to collect the
full amount of the account balances.  Changes in federal and state bankruptcy
and debtor relief laws could adversely affect the Company if such changes result
in, among other things, additional administrative expenses and accounts being
written off as uncollectible.

COMPETITION

     As a marketer of consumer credit products, the Company faces increasing
competition from numerous providers of financial services, many of which have
greater resources than the Company.  In particular, the Company's credit card
business competes with national, regional and local bank card issuers as well as
other general purpose credit card issuers, such as American Express, Discover
Card and Diners Club.  Over 6,000 issuers are affiliated with MasterCard alone.
Many general purpose credit card issuers are substantially larger and have more
seasoned credit card portfolios than the Company and often compete for customers
by offering lower interest rates and/or fee levels.  In general, customers are
attracted to credit card issuers largely on the basis of price, credit limit and
other product features and customer loyalty is often limited.

     As the Company attempts to expand its extended service plan business to the
customers of third-party retailers, it will compete with manufacturers,
financial institutions, insurance companies and a number of independent
administrators, many of which have greater operating experience and financial
resources than the Company.

     There are numerous competitors in the fee-based products and services
market, including insurance companies, financial services institutions and other
membership-based consumer services providers, many of which are larger, better
capitalized and more experienced than the Company.

THE SPIN OFF

     FCI has announced its intention to Spin Off its interest in the Company.
If the Spin Off occurs, the Company must arrange for refinancing of its
revolving credit agreements and  renegotiation of its interest rate swaps and
caps which are currently guaranteed by FCI. In addition, the Company must make
arrangements to obtain its own insurance and arrange for managing internally
many of the administrative duties previously done by FCI.  There can be no
assurances in connection with the Spin Off that its endeavors will be successful
or, if managed, that such endeavors will be without cost to the Company.

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CONTROL BY FCI

     No assurance can be given that FCI will in fact cause the Spin Off to
occur.  Currently, FCI now owns approximately 83% of the outstanding shares
of the Company's common stock.  As long as FCI owns such shares, it will have
the ability to elect all the directors of the Company.  FCI, therefore,
effectively controls all matters affecting the Company, including the
adoption of amendments to the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation"), any determination with
respect to the acquisition or disposition of Company assets, future issuances
of the Company's common stock, par value $.01 per share (the "common stock ")
or other securities of the Company, the Company's incurrence of debt, and any
dividend payable on the common stock.

     If the Spin Off does not occur, there can still be no assurance that FCI
will maintain its ownership interest in the Company or as to the manner or
timing of any disposition of common stock by FCI.

POTENTIAL CONFLICTS OF INTEREST; RELATIONSHIP WITH FCI

     CORPORATE OPPORTUNITIES

     The relationship between the respective businesses of the Company and FCI
may give rise to certain conflicts of interest regarding corporate
opportunities.  Because both the Company and FCI sell to the same client base,
use direct mail and provide credit, business opportunities may arise that either
could pursue.  While Fingerhut will be prohibited under the Co-Brand Credit Card
Agreement between Fingerhut and the Company from directly or indirectly issuing
a competing, general purpose credit card, substantially all of Fingerhut's sales
are made using credit card loans issued by Fingerhut National Bank, a subsidiary
of FCI. As a result, and as is the case now, FCI and the Company expect that
Fingerhut customers who are also Metris cardholders will generally continue to
use Fingerhut credit for Fingerhut purchases and use their Metris credit cards
for other purposes.  In addition, Fingerhut presently offers various types of
credit-related insurance products in connection with the credit it extends to
its customers, and the bank affiliate will in the future offer such products in
connection with the private label credit cards it issues.  The Company does not,
and cannot, offer these products in connection with credit extended by Fingerhut
or the bank affiliate because such products can be offered only by an insurance
company or the lender.  Therefore, FCI and the Company believe that these
products do not compete with, and have no material effect on, the Company.

     To address the potential for conflicts between the Company and FCI, the
Certificate of Incorporation contains detailed provisions concerning the
business activities in which the Company is permitted to engage until the day
after the third shareholder meeting held after FCI owns less than 50% of the
Company's voting stock.

     The relevant provisions are intended to permit the Company to continue
all activities in which it currently engages, and to expand into certain
related financial service products.  These provisions generally permit the
Company to continue providing consumer credit products, extended service
plans, and fee-based products and services, and a variety of other financial
service products and services, provided that the Company shall not offer any
closed-end installment or revolving credit loans to Fingerhut Customers for
the exclusive purchase of Fingerhut merchandise.  The Company may engage in
any other business with the consent of FCI or authorized by a majority vote
of the shareholders. Because these limitations may restrict the Company's
ability to offer new products or services, they may limit the Company's
ability to compete.

     The Certificate of Incorporation provides that no opportunity, transaction,
agreement or other arrangement to which FCI or an entity in which FCI has an
interest, is a party, shall be a corporate opportunity of the Company unless
such opportunity, transaction, agreement or other arrangement shall have been
initially offered to the Company before it is offered to FCI or such other
entity, and either (i) the Company has an enforceable contractual interest in
such opportunity, transaction, agreement or other

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arrangement or (ii) the subject matter of such opportunity, transaction,
agreement or other arrangement is a constituent element of an activity in
which the Company is then actively engaged.  Even if the foregoing conditions
were met, such fact alone would not conclusively render such opportunity the
property of the Company.  The intercompany agreements limit FCI's ability to
engage in the financial services business during the terms of such
agreements, except through its ownership of common stock of the Company.
The foregoing provisions of the Certificate of Incorporation of the Company
were determined by FCI after consultation with management of the Company but
were not the result of arm's-length negotiations.

     OTHER POTENTIAL CONFLICTS OF INTEREST

     Conflicts of interest may arise in the future between the Company and FCI
in a number of areas relating to their past and ongoing relationships, including
potential acquisitions of businesses or properties, the election of new or
additional directors, dividends, incurrence of indebtedness, tax matters,
financial commitments, registration rights, administration of benefit plans,
service arrangements, issuances and sales of capital stock of the Company and
public policy matters.  In addition, there are overlapping directors and
executive officers between the Company and FCI.  The Company has not instituted
any formal plan or arrangement to address potential conflicts of interest that
may arise between the Company and FCI.  However, the directors intend to
exercise reasonable judgment and take such steps as they deem necessary under
all of the circumstances in resolving any specific conflict of interest that may
occur and will determine what, if any, specific measures may be necessary or
appropriate.  There can be no assurance that any conflicts will be resolved in
favor of the Company.

     The Company and Fingerhut have entered into a number of agreements for the
purpose of defining the ongoing relationship between them.  Pursuant to these
arrangements, Fingerhut will provide benefits to the Company that it might not
provide to a third party, and there is no assurance that the terms and
conditions of any future arrangements between Fingerhut and the Company will be
as favorable to the Company as in effect now.  In addition, notwithstanding the
Tax Sharing Agreement between the Company and FCI, under ERISA and Federal
income tax law each member of a consolidated group (for Federal income tax and
ERISA purposes) is also jointly and severally liable for the Federal income tax
liability, funding and termination liabilities, certain benefit plan taxes and
certain other liabilities of each other member of the consolidated group.
Similar rules may apply under state income tax laws.

FINGERHUT PRIVATE LABEL CREDIT CARDS

     FCI has established a limited purpose credit card bank affiliate
("Fingerhut National Bank"), which issues Fingerhut private label credit cards.
Such cards could be used only to purchase FCI products and may compete with the
Company's credit cards with respect to such purchases.  To the extent that a
Metris cardholder has a Fingerhut credit card or other private label credit
card, his or her use of or availability of credit under a Metris credit card may
be reduced.

     The Company believes FCI's issuance of Fingerhut private label credit cards
will not have a material negative effect on the Company.  Fingerhut currently
provides credit to its customers for their purchases of Fingerhut products and
services, and private label credit cards would be an extension of the credit
options Fingerhut currently provides.  Any Fingerhut private label credit cards
could be used only to purchase Fingerhut products and services.

DEPENDENCE ON KEY PERSONNEL

     The Company's management and operations are dependent upon the skills and
experience of a small number of senior management and operating personnel.  The
Company does not have employment agreements with its executive officers and does
not maintain key-man life insurance on any executive officer.  The loss of the
services of members of senior management could have an adverse impact on the
Company.

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EXTENDED SERVICE PLAN UNDERWRITING

     Historically, the Company has contracted with a third party to perform
services related to most of its extended service plans and to underwrite the
risks related to performance under those extended service plans for a fee.  The
Company has terminated this agreement for sales on and after January 1, 1997,
and currently administers the extended service plans internally.  The Company
will retain the risks associated with performance under the extended service
plans entered into on or after January 1, 1997, but will not assume any risks
already transferred to the third party.  There can be no assurance that the
Company will not experience higher than anticipated costs in connection with the
internal administration and underwriting of these plans.

ANTI-TAKEOVER PROVISIONS

     The Company's Certificate of Incorporation and By-laws contain
restrictions that may discourage other persons from attempting to acquire
control of the Company, including, without limitation, a Board of Directors
that has staggered terms for its members, certain notice and supermajority
voting provisions, and certain "fair price" provisions.  These provisions do
not become effective until FCI and its affiliates collectively own
outstanding common stock representing less than 51% of all the outstanding
common stock.  The Board of Directors has the authorization to issue
preferred stock in one or more series without the specific approval of the
holders of the common stock.  Also, only a majority of the Board of Directors
may call a special meeting of stockholders.  If the ownership of the common
stock ceases to be concentrated in a single holder, in certain circumstances,
these devices may render more difficult or tend to discourage a change of
control of the Company or the removal of incumbent management, which could
reduce the market value of the common stock.