EXHIBIT 99-C


CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING INFORMATION.

     The Company and its representatives may, from time to time, make written 
or verbal forward-looking statements.  Those statements relate to 
developments, results, conditions or other events the Company expects or 
anticipates will occur in the future.  Without limiting the foregoing, those 
statements may relate to future revenues, earnings, store openings, market 
conditions and the competitive environment.  Forward-looking statements are 
based on management's then current views and assumptions and, as a result, 
are subject to certain risks and uncertainties that could cause actual 
results to differ materially from those projected.

     Any such forward-looking statements are qualified by the following which 
contain certain of the important factors that could cause actual results to 
differ materially from those predicted by the forward-looking statements:

COMPETITIVE PRESSURES

     The retail business is highly competitive.  Each of our operations 
competes for customers, employees, locations, products, services and other 
important aspects of their businesses with many other local, regional and 
national retailers.  Those competitors, some of which have a greater market 
presence than the Company, include traditional and off-price store-based 
retailers, direct mail businesses, entertainment and travel providers and 
other forms of retail commerce.  Unanticipated changes in the pricing and 
other practices of those competitors may impact our expected results.

CONSUMER TRENDS

     It is difficult to predict what merchandise consumers will demand, 
particularly merchandise that is trend driven.  A substantial part of our 
business is dependent on our ability to make trend right decisions for a wide 
variety of goods and services.  Failure to accurately predict constantly 
changing consumer tastes, preferences, spending patterns and other lifestyle 
decisions could adversely affect short term results and long term 
relationships with our guests.

CREDIT OPERATIONS

     The Company's credit operations facilitate sales in our stores and 
generate additional revenue from fees related to extending credit.  Our 
ability to extend credit to our guests depends on many factors including 
compliance with federal and state banking and consumer protection laws, any 
of which may change from time to time.  In addition, changes in credit card 
use, payment patterns and default rates may result from a variety of 
economic, legal, social and other factors that we cannot control or predict 
with certainty.  Changes that adversely impact our ability to extend credit 
and collect payments could negatively affect our results.

GENERAL ECONOMIC CONDITIONS

     General economic factors that are beyond our control impact the 
Company's forecasts and actual performance.  These factors include interest 
rates, recession, inflation, deflation, consumer credit availability, 
consumer debt levels, tax rates and policy, unemployment trends and other 
matters that influence consumer confidence and spending.  Increasing 
volatility in financial markets may cause these factors to change with a 
greater degree of frequency and magnitude.

LABOR CONDITIONS

     The Company's performance is dependent on attracting and retaining a 
large and growing number of quality team members.  Many of those team members 
are in entry level or part time positions with historically high rates of 
turnover.  Our ability to meet our labor needs while controlling our costs is 
subject to external factors such as unemployment levels, minimum wage 
legislation and changing demographics.



PRODUCT SOURCING

     The products we sell are sourced from a wide variety of domestic and 
international vendors.  All of our vendors must comply with applicable laws 
and our required standards of conduct.  Our ability to find qualified vendors 
and access products in a timely and efficient manner is a significant 
challenge which is typically even more difficult with respect to goods 
sourced outside the United States.  Trade restrictions, tariffs, currency 
exchange rates, transport capacity and costs and other factors significant to 
this trade are beyond our control and could impact our business.

YEAR 2000 DATE CONVERSION

     Our business may be adversely affected by the inability of 
information systems and other technology to function properly using dates after 
December 31, 1999.  The scope of this issue is difficult to predict with 
certainty and there can be no assurance that we, our business partners, 
banks, public utilities and others whose goods or services support the retail 
environment, will successfully complete every phase of the year 2000 
conversion on a timely basis.  Our current estimates of the cost and impact 
of the year 2000 issue are based upon certain assumptions including the 
continued availability of necessary resources, timely modifications to our 
plans that may be necessary, the preparedness of parties on whom our business 
depends and other factors.  Failure of any of those assumptions could 
result in higher costs, system failures or business interruptions and could 
have a material, adverse impact on our future operations, earnings and 
financial position.

OTHER FACTORS

     Other factors that could cause actual results to differ materially from 
those predicted include:  weather, changes in the availability or cost of 
capital, the availability of  suitable new store locations on acceptable 
terms, shifts in the seasonality of shopping patterns, labor strikes or other 
work interruptions, the impact of excess retail capacity in our markets, 
material acquisitions or dispositions, the success or failure of significant 
new business ventures, adverse results in material litigation, natural 
disasters, the outbreak of war or other significant national or international 
events.

     The foregoing list of important factors is not exclusive and the Company 
does not undertake to revise any forward-looking statement to reflect events 
or circumstances that occur after the date the statement is made.