EXHIBIT 99

                              CAUTIONARY STATEMENT

     Harvest States Cooperatives (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, may make, in writing
or orally, "forward-looking statements" as defined under the Private Securities
Litigation Reform Act of 1995 (the "Act"). This Cautionary Statement is for the
purpose of qualifying for the "safe harbor" provisions of the Act and is
intended to be a readily available written document that contains factors which
could cause results to differ materially from those projected in 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 shall be deemed to be a
statement that any one or more of the following factors may cause actual results
to differ materially from those which might be projected, forecast, estimated or
budgeted by the Company in such forward-looking statement or statements:

COMPANY SUBJECT TO SUPPLY AND DEMAND FORCES. The Company may be adversely
affected by supply and demand relationships, both domestic and international.
Supply is affected by weather conditions, disease, insect damage, acreage
planted, government regulation and policies and commodity price levels. The
business is also affected by transportation conditions, including rail, vessel,
barge and truck. Demand may be affected by foreign governments and their
programs, relationships of foreign countries with the United States, the
affluence of foreign countries, acts of war, currency exchange fluctuations and
substitution of commodities. Demand may also be affected by changes in eating
habits, by population growth and increased or decreased per capita consumption
of some products.

RECENT PRICE DECLINES AND FALL IN DEMAND. Rising grain and oilseed prices in the
1995 growing and harvesting season, which continued into 1996, tended to reduce
inventories of stored grain, but prompted producers in Europe, Canada,
Argentina, Australia and other countries to plant additional grain. Prices for
most grains have fallen substantially in recent months. According to a report
dated January 10, 1997, published by the Foreign Agricultural Service (FAS)
Division of the United States Department of Agriculture, worldwide wheat
production for the year ended May 31, 1996, was 536.89 million metric tons and
worldwide wheat production for the year ending May 31, 1997, is projected to be
579.59 million metric tons. According to the same report, exports for the year
ended May 31, 1996, were 108.32 million metric tons and exports for the year
ending May 31, 1997, are projected to be 102.97 million metric tons.

The Freedom to Farm Act of 1996, enacted in April 1996, may affect crop
production in several ways. The Act more narrowly defines what will qualify as
environmentally sensitive acreage for purposes of the conservation reduction
program, with the result that 3 to 4 million acres may be put back into
agricultural production in the future from a present enrollment of 36.4 million
acres. The Act also removes restrictions on the type of crops planted (other
than fruit and vegetables), allowing farmers to plant crops having favorable
prices and thereby increasing the production of those crops. Increased
production may lower prices of certain crops but increase the amount available
for export. However, the Act also reduces Export Enhancement Program subsidies,
which may adversely affect the ability of U.S. exports to compete with those of
other countries.

COMPANY SUBJECT TO PRICE RISKS. Upon purchase, the Company has risks of carrying
grain, including price changes and performance risks (including delivery,
quality, quantity and shipment period), depending upon the type of purchase
contract entered into. The Company is exposed to risk of loss in the market
value of positions held, consisting of grain inventory and purchase contracts at
a fixed or partially fixed price, in the event market prices decrease. The
Company is also exposed to risk of loss on its fixed price or partially fixed
price sales contracts in the event market prices increase.

To reduce the price change risks associated with holding fixed price positions,
the Company generally takes opposite and offsetting positions by entering into
grain commodity futures contracts (either a straight futures contract or an
options futures contract) on regulated commodity futures exchanges. While
hedging activities reduce the risk of loss from changing market values of grain,
such activities also limit the gain potential which otherwise could result from
changes in market prices of grain. Hedging arrangements do not protect against
nonperformance of a contract. The Company's policy is to generally maintain
hedged positions in grain which is hedgeable, but the Company can be long or
short at any time. The Company's profitability is primarily derived from margins
on grain merchandised and processed, not from hedging transactions.

At any one time the Company's inventory and purchase contracts for delivery to
the Company may be substantial.

OILSEED PROCESSING AND REFINING BUSINESS COMPETITION. Competition in the soybean
processing and refining business is driven by price, transportation costs,
service and product quality. The industry is highly competitive. Competitors are
adding new plants and expanding capacity of existing plants. Media newsletters
and other publications indicate that new crush plants and refinery operations
are being constructed or under strong consideration. Should those facilities be
constructed, the Company estimates that domestic crush capacity would increase
from 10 to 15% and domestic refining capacity would increase from 20 to 30%.
Unless exports increase or existing refineries are closed, this extra capacity
is likely to put additional pressure on prices and erode margins, adversely
affecting the profitability of the Processing and Refining Division. Several
competitors operate over various market segments and may be suppliers to or
customers of other competitors.

WHEAT MILLING BUSINESS COMPETITION. The Company's Milling Division has under
construction a flour mill in Houston, Texas, which is not yet operational, and
plans to construct semolina and flour and bread flour mills in Pocono,
Pennsylvania, but final approvals by local and state authorities have not been
received. There can be no assurance that these new mills, if completed, will be
competitively or operationally successful. There can be no assurance that the
necessary approvals for the Pocono facility will be obtained.

TAXATION OF COOPERATIVES COULD CHANGE. Although under Subchapter T of the
Internal Revenue Code patronage refunds are excluded in determining taxable
income of a cooperative and patronage refunds are taxable to the recipient,
current income tax laws, regulations and interpretations pertaining to the
receipt of patronage refunds could be changed.

DEPENDENCE ON CERTAIN CUSTOMERS. Each of the Milling Division and the Processing
and Refining Division has certain major customers. Loss of or a decline in the
business done with one or more of these customers could have a material adverse
effect on the operations of the affected Division. In addition, the Milling
Division would be adversely affected by a decline in pasta production in the
United States.

The foregoing review of factors pursuant to the Act should not be construed as
exhaustive or as any admission regarding the adequacy of disclosures made by the
Company prior to the effective date of the Act.