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.

         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,  when fully  implemented  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 route traffic around the Company's 
         routes or if it used its size to block shippers' routing  options or
         pricing.




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