EXHIBIT 99




       PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The  Private  Securities  Litigation  Reform  Act of 1995  provides  a new "safe
harbor"  for  forward-looking  statements  to  encourage  companies  to  provide
prospective information about their companies without fear of litigation so long
as those  statements are identified as  forward-looking  and are  accompanied by
meaningful cautionary statements  identifying important factors that could cause
actual results to differ  materially from those projected in the statement.  The
Company  desires to take  advantage of the new "safe  harbor"  provisions of the
Private  Securities  Litigation Reform Act of 1995 and is filing this exhibit in
order  to do so.  The Act  became  law in late  December  1995  and no  official
interpretations  of the Act's provisions have been published.  Accordingly,  the
Company hereby identifies the following  important factors which could cause the
Company's  actual financial  results to differ  materially from any such results
which  might be  projected,  forecast,  estimated  or budgeted by the Company in
forward-looking statements.

Through  1996,  the  Company  was behind the  revenue  growth  rate the  Company
estimated  was  necessary to achieve Plan 2000.  Through  1997,  the Company was
behind the revenue  growth rate the Company  estimated  was necessary to achieve
the plan "Beyond 2000."

Grain  traffic,   in  total,   is  subject  to  the  supply   domestically   and
internationally. A key factor affecting supply is the weather. Grain traffic for
export is further  impacted by changes in world supply and the  agricultural and
trade policies of both U.S. and foreign governments.

Coal  traffic   depends  on  stockpiles   and  weather  in  utilities'   service
territories.  Deregulation  in the  utility  industry  may  shift  coal  traffic
patterns and cause pressure on rail rates.

Chemical traffic and paper shipments are sensitive to the economic cycles. Other
forest products are also sensitive to industrial  production and housing starts.
Chemical traffic could be affected if other railroads decided to build new track
into our current service territories.

Market  realities  for new  ventures,  such as the  terminals,  may differ  from
assumptions    because   of   changes   in   the    economy    and   timing   of
construction/expansion.

Because the Company's  mainline track  parallels the  Mississippi  River,  barge
competition is formidable. Barge rates fluctuate partially based on water levels
and shipping conditions on the river.

The  merger  of SP and UP could  result  in the loss of the  haulage  moves  the
Company performs for the SP.

As to expenses,  the most volatile are labor costs and fuel. Negotiating locally
with the labor  unions  increases  the risk of a strike  and a strike may not be
averted via  governmental  intervention  as is  frequently  the case in national
labor disputes in the transportation industry.

The variability of fuel prices can be offset via hedging but hedging also brings
risk.

Finally, mergers in the railroad industry could create traffic diversions if the
new entity routes traffic around the Company's  routes or if it uses its size to
block shippers' routing options or pricing.



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