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                                                       (Exhibit 99)



    SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER PRIVATE 
            SECURITIES LITIGATION REFORM ACT OF 1995:
                  CERTAIN CAUTIONARY STATEMENTS
                  -----------------------------



Americold Corporation and its representatives may make forward-
looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) from time-to-time.  The
Company invokes to the fullest extent possible the protection of
the Private Securities Litigating Reform Act and the judicially
created "bespeaks caution" doctrine with respect to such
statements.  Accordingly, the Company is filing this Exhibit 99,
which lists certain factors that may cause actual results to differ
materially from those contained in such forward-looking statements.

This list is not necessarily exhaustive.  There can be no assurance
that this Exhibit lists all material risks to the Company at any
specific point in time.


SUBSTANTIAL LEVERAGE; NET LOSSES
--------------------------------

     The Company is highly leveraged, with a percentage of total
debt to total capitalization at February 28, 1997 of approximately
120%.  In addition, the Company may, subject to certain
restrictions in its debt agreements, incur further indebtedness
from time-to-time to finance expansion either through construction,
acquisitions or capital leases, or for other purposes.

     Significant payments are required to service the Company's
debt.  As a result of the significant interest charges on the debt
incurred in connection with its leveraged acquisition in December
1986, the adverse effect on the Company's net sales resulting from
drought and flood conditions in the agricultural sector in the
United States in certain years, the adverse effects of a December
1991 fire at the Kansas City, Kansas warehouse; and operational
problems at certain warehouses in fiscal 1997, the Company has
experienced net losses.

     The extent to which the Company is leveraged could have
important consequences, including :  (a) impairment of the
Company's ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions or other
purposes; (b) impairment of the Company's ability to refinance
existing debt; (c) dedication of a substantial portion of the
Company's cash flow from operations to the payment of debt service
requirements (principal and interest) on its indebtedness; (d)
vulnerability of the Company to changes in general economic
conditions, including in the agricultural sector; and (e)
limitations on the Company's ability to capitalize on significant
business opportunities and to respond to competition, including
limitations on its ability to make capital expenditures included in
its business plan.

On April 9, 1996, the Company sold $120.0 million aggregate
principal amount of the Company's 12.875% Notes.  The interest rate
on the 12.875% Notes can be increased from 12.875% to 13.875% if
the 12.875% Notes are not rated "B- or higher" by Standard &
Poor's, and "B3 or higher" by Moody's Investor Services, by
November 1, 1997.  The 12.875% Notes have been rated "B-" by
Standard & Poor's since they were issued, and as of May 1, 1997,
"Caa" by Moody's Investor Services. 


RESTRICTIONS IMPOSED BY DEBT AGREEMENTS
---------------------------------------

     The Company's debt agreements contain a number of significant
financial and operating covenants that, among other things,
significantly restrict the ability of the Company and its
subsidiary to dispose of assets, incur additional indebtedness, pay
dividends, create liens on assets, enter into leases, make
investments or acquisitions, engage in mergers or consolidations,
or engage in certain transactions with subsidiaries and affiliates
and otherwise restrict corporate activities.

     To remain in compliance with these covenants, the Company will
be required to achieve financial and operating results that are
better than those achieved historically.  There can be no assurance
that such improved results will be achieved.

     The breach of any of these covenants or restrictions could
result in a default under the Company's debt agreements.  In the
event of such a default, the holders of such indebtedness could
elect to declare all such indebtedness immediately due and payable,
including accrued and unpaid interest, and to terminate their
commitments (if any) with respect to funding obligations under the
agreements related to such indebtedness.  In addition, such holders
could proceed against any collateral securing their debt.  The
collateral securing the Company's senior indebtedness constitutes
substantially all of the assets of the Company.


SUBSTANTIAL PAYMENT OBLIGATIONS; CONSEQUENCES OF FAILURE TO SERVICE
DEBT
-------------------------------------------------------------------

     The Company has substantial payment obligations with respect
to its indebtedness.  No assurance can be given that the Company
will be able to generate sufficient cash flow from operations to
meet its debt service obligations.  To make long-term debt
repayments, the Company will attempt to increase operating cash
flow through improvements in existing operations, through expansion
of its transportation management business, and through capacity
growth by pursuing viable growth opportunities, such as the
acquisition or expansion of warehouse facilities.  Alternatively,
the Company may seek to refinance its debt as it matures.  There
can be no assurance, however, that such improved operations,
expanded transportation management business, warehouse capacity
growth or refinancing will be accomplished successfully.

     If for any reason the Company were unable to meet its debt
service obligations, it would be in default under the terms of its
indebtedness.  The consequences of any such default could be the
same as a covenant default described above under "Restrictions
Imposed by Debt Agreements."


COMPANY DEPENDENCE ON SIGNIFICANT CUSTOMERS
-------------------------------------------

     A number of the Company's facilities depend to a large extent
upon one or a small number of customers.  In fiscal 1997, the
Company's ten largest customers accounted for approximately 72% of
the Company's total net sales.  One customer of the Company, Heinz
and its subsidiaries, accounted for approximately 48% of the
Company's net sales in fiscal 1997.  Substantially all of the
Company's transportation management services sales are attributable
to Heinz.  An interruption or reduction in the business received
from such customers would result in a decrease in sales at certain
facilities and in overall net sales of the Company.


EXPANSION OF TRANSPORTATION MANAGEMENT SERVICES
-----------------------------------------------

     The Company has recently expanded its transportation
management services, and its current strategy involves assuming
full responsibility for certain logistics requirements of its
customers.  The maintenance and continued growth of the Company's
transportation management services responsibilities is dependent
upon meeting customer expectations.  There can be no assurance that
existing transportation management services customers will continue
to use the Company's services, that the Company will be successful
in its effort to reach arrangements with additional customers for
the provision of integrated logistics services or that the Company
will not experience losses in the transportation management
business in the future.  In addition, the Company procures carrier
services at negotiated prices.  There is no assurance that there
will not be price increases or that the Company will be able to
bill its customers for the increased costs.  Also, the demand for
or supply of carriers may change which may have an adverse effect
upon the Company.  


COMPETITION
-----------

     Americold operates in a competitive environment in which
several national and regional, and many smaller, warehouse
operators compete with the Company.  One important competitive
factor is the location of the Company's warehouse facilities, and,
consequently, the geographic markets in which it competes are
primarily local.  Competition varies from local market to local
market, but almost all local markets are characterized by low
barriers to entry since any competitor able to obtain financing may
build a competing facility.  In addition, the Company's customers,
many of which have substantially greater resources than the
Company, may divert business from the Company or build their own
private refrigerated warehouse facilities.

     In the transportation management business, there are several
national and local enterprises that presently provide or may in the
future provide transportation management services to frozen food
shippers.  

DEPENDENCE ON AGRICULTURAL MARKETS
----------------------------------

     A substantial portion of the Company's warehouse sales are
derived from storage and handling of agricultural products and
foods prepared from agricultural products.  The Company's operating
results, therefore, may be materially affected by weather or other
conditions affecting the agricultural sector generally.

DEPENDENCE ON FROZEN FOODS
--------------------------

     New methods for preserving or distributing food and produce
also represent potential sources of competition for the Company. 
Food companies have been working to develop methods to package
fresh produce for longer shelf life without freezing.  Also,
alternate methods for preserving food products are being constantly
evaluated.  To the extent alternatives to frozen food are
successful, the Company's business may be adversely affected.