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, 1996, customers of Fingerhut Corporation
("Fingerhut Customers") represented approximately 50% of the
Company's credit card accounts and approximately 51% of the
Company's managed loans.  In addition, Fingerhut Customers
currently are 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 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

     FCI's financial services business, including Direct
Merchants Credit Card Bank, National Association ("Direct
Merchants Bank"), recently has been consolidated within Metris
and therefore 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.  Because FCI
has guaranteed the Company's indebtedness, the Company's funding
costs will not increase in the short-term.  FCI is contractually
committed to guarantee the Company's revolving credit facility
for the term of that facility, but if FCI no longer guaranteed
the Company's indebtedness, the Company's funding costs would
increase and the Company's earnings on a stand-alone basis would
be expected to be lower, all other things being equal.
     
     Metris 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.  Most
of the Company's credit card accounts were originated within the
last 18 months and over 30% 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.

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.
     
     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, 1996, the
Company's managed credit card loans 30 days or more delinquent
were 5.53% of managed loans compared to 3.95% at December 31,
1995.  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.
     
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.
     
     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, Metris 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.
     
Control by FCI

     FCI owns approximately 83% of the outstanding shares of the
Company's Common Stock.  Through its ability to elect all the
directors of the Company, FCI 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.

     FCI has not made any decision regarding its future plans for
its ownership interest in the Company.  There can 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.
The Company's bank revolving credit agreement requires that FCI
hold at least 51% of the Common Stock.

Fingerhut Private Label Credit Cards
     
     FCI has established a limited purpose credit card bank
affiliate ("Fingerhut National Bank"), which will issue Fingerhut
private label credit cards.  Such cards could be used only to
purchase Fingerhut 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 that FCI's plans to issue 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.

Potential Conflicts of Interest; Relationship with FCI

     Corporate Opportunities
     
     The relationship between the respective businesses of Metris
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 Metris from directly or indirectly issuing a
competing, general purpose credit card, it traditionally provided
closed-end, fixed payment installment contracts to its customers
and Fingerhut National Bank now provides closed-end or revolving
credit private label credit cards issued to Fingerhut customers
for use in purchasing Fingerhut products and services.  As a
result, and as is the case now, FCI and Metris 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.
     
     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 Metris 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 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 Metris
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.
     
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 including Ronald Zebeck, President and
Chief Executive Officer; Peter Michielutti, Senior Vice President,
Business Development; Douglas McCoy, Senior Vice President,
Operations; Robert Oberrender, Senior Vice President, Chief
Financial Officer; Douglas Scaliti, Senior Vice President,
Marketing; and David Reak, Vice President, Credit Risk.  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.
     
Extended Service Plan Underwriting

     Historically, Metris 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 or 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.