EXHIBIT 99.1


                              CAUTIONARY STATEMENT

     CENEX HARVEST STATES COOPERATIVES (THE "COMPANY", "WE", "OUR", "US") AND
ITS REPRESENTATIVES AND AGENTS MAY FROM TIME TO TIME MAKE WRITTEN OR ORAL
"FORWARD-LOOKING STATEMENTS" AS DEFINED UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 (THE ACT). WORDS AND PHRASES SUCH AS "WILL LIKELY RESULT,"
"ARE EXPECTED TO," "WILL CONTINUE," "IS ANTICIPATED," "ESTIMATE," "PROJECT" AND
SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. THE COMPANY WISHES TO
CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS,
WHICH SPEAK ONLY AS OF THE DATE MADE.

     THE COMPANY'S FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. 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 THE
FORWARD-LOOKING STATEMENTS. 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,
FORECASTED, ESTIMATED OR BUDGETED BY THE COMPANY IN THE FORWARD-LOOKING
STATEMENT OR STATEMENTS:

     THE FOLLOWING FACTORS ARE IN ADDITION TO ANY OTHER CAUTIONARY STATEMENTS,
WRITTEN OR ORAL, WHICH MAY BE MADE OR REFERRED TO IN CONNECTION WITH ANY
FORWARD-LOOKING STATEMENT. THE FOREGOING REVIEW OF FACTORS PURSUANT TO THE ACT
SHOULD NOT BE CONSTRUED AS EXHAUSTIVE OR AS AN ADMISSION REGARDING THE ADEQUACY
OF DISCLOSURES MADE BY THE COMPANY PRIOR TO THE EFFECTIVE DATE OF THE ACT.

     THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE ANY FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES.

     OUR REVENUES AND OPERATING RESULTS COULD BE ADVERSELY AFFECTED BY CHANGES
IN COMMODITY PRICES. Our revenues and earnings are affected by market prices for
commodities such as crude oil, natural gas, grain, oilseeds, and flour.
Commodity prices generally are affected by a wide range of factors beyond our
control, including the weather, disease, insect damage, drought, the
availability and adequacy of supply, government regulation and policies, and
general political and economic conditions. Increases in market prices for
commodities that we purchase without a corresponding increase in the prices of
our products or our sales volume or a decrease in our other operating expenses
could reduce our revenues and net income. We are also exposed to fluctuating
commodity prices as the result of our inventories of commodities, typically
grain and crude oil, and purchase and sale contracts at fixed or partially fixed
prices. At any time, our inventory levels and unfulfilled fixed or partially
fixed price contract obligations may be substantial.

     OUR OPERATING RESULTS COULD BE ADVERSELY AFFECTED IF OUR MEMBERS WERE TO DO
BUSINESS WITH OTHERS RATHER THAN WITH US. We do not have an exclusive
relationship with our members and our members are not obligated to supply us
with their products or purchase products from us. Our members often have a
variety of distribution outlets and product sources available to them. If our
members were to sell their products to other purchasers or purchase products
from other sellers, our revenues would decline and our results of operations
could be adversely affected.

     WE PARTICIPATE IN HIGHLY COMPETITIVE BUSINESS MARKETS IN WHICH WE MAY NOT
BE ABLE TO CONTINUE TO COMPETE SUCCESSFULLY. We operate in several highly
competitive business segments. Competitive factors include price, service level,
proximity to markets, product quality and marketing. In some of our business
segments, such as Energy, we compete with companies that are larger, better
known and have greater marketing, financial, personnel and other resources. Our
competitors may succeed in developing new or enhanced products that are better
than ours, and may be more successful in marketing and selling their products
than we are with ours. As a result, we may not be able to continue to compete
successfully with our competitors.

     CHANGES IN FEDERAL INCOME TAX LAWS OR IN OUR TAX STATUS COULD INCREASE OUR
TAX LIABILITY AND REDUCE OUR NET INCOME. Current federal income tax laws,
regulations and interpretations regarding the taxation of cooperatives, which
allow us to exclude income generated through business with or for a member
(patronage income) from our taxable income, could be changed. If this occurred,
or if in the future we were not eligible to be taxed as a cooperative, our tax
liability would significantly increase and our net income significantly
decrease.


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     WE INCUR SIGNIFICANT COSTS IN COMPLYING WITH APPLICABLE LAWS AND
REGULATIONS. ANY FAILURE TO MAKE THE CAPITAL INVESTMENTS NECESSARY TO COMPLY
WITH THESE LAWS AND REGULATIONS COULD EXPOSE US TO FINANCIAL LIABILITY. We are
subject to numerous federal, state and local provisions regulating our business
and operations. We incur and expect to incur significant capital and operating
expenses to comply with these laws and regulations, but may be unable to pass on
those expenses to customers without experiencing volume and margin losses. For
example, in the next three years, we anticipate spending approximately $387
million in total at NCRA's McPherson, Kansas refinery and our Laurel, Montana
refinery on upgrading the facilities, largely to comply with regulations
requiring the reduction of sulfur levels in refined petroleum products, of which
$9.5 million has been spent so far at NCRA. It is expected that approximately
80% of the costs will be incurred at the McPherson refinery.

     We establish reserves for the future cost of meeting known compliance
obligations, such as remediation of identified environmental issues. However,
these reserves may prove inadequate to meet our actual liability. Moreover,
amended, new or more stringent requirements, stricter interpretations of
existing requirements or the future discovery of currently unknown compliance
issues may require us to make material expenditures or subject us to liabilities
that we currently do not anticipate.

     Our failure to comply with applicable laws and regulations could subject us
to administrative penalties and injunctive relief, civil remedies including
fines and injunctions, and recalls of our products. We cannot predict what
impact, if any, future laws or regulations may have on our potential business
and operations.

     ENVIRONMENTAL LIABILITIES COULD ADVERSELY AFFECT OUR RESULTS AND FINANCIAL
CONDITION. Many of our current and former facilities have been in operation for
many years and, over that time, we and other operators of those facilities have
generated, used, stored and disposed of substances or wastes that are or might
be considered hazardous under applicable environmental laws, including chemicals
and fuels stored in underground and above-ground tanks. Any past or future
actions in violation of those environmental laws could subject us to
administrative penalties, fines and injunctions. Moreover, future or unknown
past releases of hazardous substances could subject us to private lawsuits
claiming damages and to adverse publicity.

     ACTUAL OR PERCEIVED QUALITY, SAFETY OR HEALTH RISKS ASSOCIATED WITH OUR
PRODUCTS COULD SUBJECT US TO LIABILITY AND DAMAGE OUR BUSINESS AND REPUTATION.
If any of our food products became adulterated or misbranded, we would need to
recall those items and could experience product liability claims if consumers
were injured as a result. A widespread product recall or a significant product
liability judgment could cause our products to be unavailable for a period of
time or a loss of consumer confidence in our products. Even if a product
liability claim is unsuccessful or is not fully pursued, the negative publicity
surrounding any assertion that our products caused illness or injury could
adversely affect our reputation with existing and potential customers and our
corporate and brand image. Moreover, claims or liabilities of this sort might
not be covered by our insurance or by any rights of indemnity or contribution
that we may have against others. In addition, general public perceptions
regarding the quality, safety or health risks associated with particular food
products, such as the concern in some quarters regarding genetically modified
crops, could reduce demand and prices for some of the products associated with
our businesses. To the extent that consumer preferences evolve away from
products that our members or we produce for health or other reasons, such as the
growing demand for organic food products, and we are unable to develop products
that satisfy new consumer preferences, there will be a decreased demand for our
products.

     OUR OPERATIONS ARE SUBJECT TO BUSINESS INTERRUPTIONS AND CASUALTY LOSSES;
WE DO NOT INSURE AGAINST ALL POTENTIAL LOSSES AND COULD BE SERIOUSLY HARMED BY
UNEXPECTED LIABILITIES. Our operations are subject to business interruptions due
to unanticipated events such as explosions, fires, pipeline interruptions,
transportation delays, equipment failures, crude oil or refined product spills,
inclement weather or labor disputes. For example:

   o  Our oil refineries and other facilities are potential targets for
      terrorist attacks that could halt or discontinue production.

   o  Our inability to negotiate acceptable contracts with unionized workers in
      our operations could result in strikes or work stoppages.

   o  The significant inventories that we carry could be damaged or destroyed by
      catastrophic events, extreme weather conditions or contamination.

     We maintain insurance against many, but not all, potential losses or
liabilities arising from these operating hazards, but uninsured losses or
losses above our coverage limits are possible. Uninsured


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losses and liabilities arising from operating hazards could have a material
adverse effect on our financial position or results of operations.

     OUR COOPERATIVE STRUCTURE LIMITS OUR ABILITY TO ACCESS EQUITY CAPITAL. As a
cooperative, we may not sell common equity in our company. In addition, existing
laws and our articles of incorporation and bylaws contain limitations on
dividends of 8% of any preferred stock that we may issue. These limitations
restrict our ability to raise equity capital and may adversely affect our
ability to compete with enterprises that do not face similar restrictions.

     CONSOLIDATION AMONG THE PRODUCERS OF PRODUCTS WE PURCHASE AND CUSTOMERS FOR
PRODUCTS WE SELL COULD ADVERSELY AFFECT OUR REVENUES AND OPERATING RESULTS.
Consolidation has occurred among the producers of products we purchase,
including crude oil and grain. Consolidation could increase the price of these
products and allow suppliers to negotiate pricing and other contract terms that
are less favorable to us. Consolidation also may increase the competition among
consumers of these products to enter into supply relationships with a smaller
number of producers.

     Consolidation among purchasers of our products and in wholesale and retail
distribution channels has resulted in a smaller customer base for our products
and intensified the competition for these customers. For example, ongoing
consolidation among distributors and brokers of food products and food retailers
has altered the buying patterns of these businesses, as they have increasingly
elected to work with product suppliers who can meet their needs nationwide
rather than just regionally or locally. If these distributors, brokers, and
retailers elect not to purchase our products, our sales volumes, revenues, and
profitability could be significantly reduced.

     FLUCTUATIONS IN PRICES FOR CRUDE OIL AND REFINED FUEL PRODUCTS MAY
ADVERSELY AFFECT OUR EARNINGS. Prices for crude oil and for gasoline, diesel
fuel, and other refined petroleum products fluctuate widely. The profitability
of our energy operations depends largely on the margin between the cost of crude
oil that we refine and the selling prices that we obtain for our refined
products. Factors influencing these prices, many of which are beyond our
control, include:

     o levels of worldwide and domestic supplies;

     o capacities of domestic and foreign refineries;

     o the ability of the members of OPEC to agree to and maintain oil price and
       production controls, and the price and level of foreign imports
       generally;

     o political instability or armed conflict in oil-producing regions;

     o the level of consumer demand;

     o the price and availability of alternative fuels;

     o the availability of pipeline capacity; and

     o domestic and foreign governmental regulations and taxes.

     The long-term effects of these and other conditions on the prices of crude
oil and refined petroleum products are uncertain and ever-changing. Accordingly,
we expect our margins on and the profitability of our energy business to
fluctuate, possibly significantly, over time.

     IF OUR CUSTOMERS CHOSE ALTERNATIVES TO OUR REFINED PETROLEUM PRODUCTS OUR
REVENUES AND PROFITS MAY DECLINE. Numerous alternative energy sources currently
are being developed that could serve as alternatives to our gasoline, diesel
fuel and other refined petroleum products. If any of these alternative products
become more economically viable or preferable to our products for environmental
or other reasons, demand for our energy products would decline. Demand for our
gasoline, diesel fuel and other refined petroleum products also could be
adversely affected by increased fuel efficiencies.

     OUR AGRONOMY BUSINESS IS DEPRESSED AND COULD CONTINUE TO UNDERPERFORM IN
THE FUTURE. Demand for agronomy products in general has been adversely affected
in recent years by drought and poor weather conditions, depressed grain prices,
idle acreage and development of insect and disease-resistant crops. These
factors could cause Agriliance, LLC, an agronomy marketing and distribution
venture in which we own a minority interest, to be unable to operate at
profitable margins. In addition, these and other factors, including fluctuations
in the price of natural gas and other raw materials, an increase in recent years
in domestic and foreign production of fertilizer and intense competition within
the industry, in particular from lower-cost foreign producers, have created
particular pressure on producers of fertilizers. As a result, CF Industries,
Inc. a fertilizer manufacturer in which we hold a minority cooperative interest,
has suffered significant losses in recent years as it has incurred increased
prices for raw materials but has been unable to pass those increased costs on to
its customers.


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     TECHNOLOGICAL IMPROVEMENTS IN AGRICULTURE COULD DECREASE THE DEMAND FOR OUR
AGRONOMY PRODUCTS. Improved technological advances in agriculture could decrease
the demand for crop nutrients, and other crop input products and services.
Genetically engineered seeds that resist disease and insects or meet certain
nutritional requirements could affect the demand for crop nutrients and crop
protection products, as well as the demand for fuel to operate application
equipment.

     WE OPERATE SOME OF OUR BUSINESS THROUGH JOINT VENTURES IN WHICH OUR RIGHTS
TO CONTROL BUSINESS DECISIONS ARE LIMITED. Several parts of our business,
including in particular our agronomy business segment and portions of our grain
marketing, wheat milling and foods businesses, are operated through joint
ventures with unaffiliated third parties. Operating a business through a joint
venture means that we have less control over business decisions than we have in
our wholly owned businesses. In particular, we generally cannot act on major
business initiatives in our joint ventures without the consent of the other
party or parties in that venture.