Exhibit No.99

Cautionary  Statement  For  Purposes  Of  The"Safe   Harbor"
Provisions Of The Private Securities Litigation Reform Act of 1995

Encore  Computer Corporation (the "Company") is filing  this
Exhibit  in order to take advantage of the new "safe harbor"
provisions  of the Private Securities Litigation Reform  Act
of  1995  by  setting forth in a readily available  document
certain   significant  risks  and  uncertainties  that   are
important  considerations  to  be  taken  into  account   in
conjunction  with consideration and review of the  Company's
reports,  registration  statements, information  statements,
press  releases,  and other publicly-disseminated  documents
and statements that include forward-looking information.

Forward-Looking Statements; Cautionary Statement

When  used  anywhere  in filings by  the  Company  with  the
Securities  and Exchange Commission, in the Company's  press
releases and in oral statements made with the approval of an
authorized  executive officer of the Company, the  words  or
phrases  "will  likely  result", "are  expected  to",  "will
continue",  "is  anticipated",  "estimated",  "project",  or
"outlook" or similar expressions (including confirmations by
an  authorized executive officer of the Company of any  such
expressions  made  by  a third party  with  respect  to  the
Company)   are   intended   to   identify   "forward-looking
statements"  within  the meaning of the  Private  Securities
Litigation  Reform  Act  of 1995.   The  Company  wishes  to
caution  readers  not to place undue reliance  on  any  such
forward-looking statements, which speak only as of the  date
made.   Such  statements are subject to  certain  risks  and
uncertainties  that  could cause actual  results  to  differ
materially  from  historical earnings  and  those  presently
anticipated or projected.  These risk factors are  described
below.  The Company specifically declines any obligation  to
publicly  release the result of any revisions which  may  be
made   to   any   forward-looking  statements   to   reflect
anticipated   or   unanticipated  events  or   circumstances
occurring after the date of such statements.

Risk Factors

Losses and Acquisitions of Gould/CSD.    In 1989 the Company
acquired  the  computer  systems  business  of  Gould   Inc.
("Gould/CSD"),  a  significantly larger  business,  and  has
subsequently  invested heavily in research  and  development
activities to integrate both businesses' technologies into a
single,  high  performance open system architecture.   Since
the  acquisition, the Company has had significant losses  in
each  of its fiscal years.  The losses in 1989 were  due  in
part  to the absorption of acquisition related costs.  Since
that time, losses have been due to (i) the termination of  a
reseller   agreement   between  the   Company   and   Amdahl
Corporation,  (ii) a slower than anticipated  acceptance  of
the  Company's  new open system technology products  in  the
information  systems  marketplace,  (iii)  continued   heavy
investment  in research and development of its open  systems
architecture, and (iv) declining equipment sales as  certain
of the Company's traditional real-time products have reached
the  end of their product life cycle.  New product offerings
are  available for shipment, however, to date net  sales  of
such new products have not offset declines realized in other
product  offerings.  Accordingly, the Company has  continued
to experience rapidly declining product and customer service
revenues.   Encore plans to return to profitability  in  the
future,  but management is unable to predict when  that  may
occur.   There is no assurance that such plans to return  to
profitability can be accomplished.

Product  and  Market Development.    For several  years  the
Company  has  been  transitioning its product  line  from  a
proprietary to an open systems architecture and  its  market
focus  from  its traditional real-time niches to development
of  products  to compete in the multibillion dollar  storage
marketplace.  This effort has most recently resulted in  the
announcement  and delivery of products such as the  Infinity
SP  and  R/T tm.  The Company has invested heavily in research
and  development  of  the  Infinity  SP tm  Universal  Storage
Processor   with  DataShare tm Facilities.   Currently,  these
products   are  available  for  sale  in  this  marketplace,
however,  at  this  time demand for such  products  has  not
achieved  anticipated  levels.  The Company's  success  will
depend  on  its  ability  to effectively  penetrate  storage
products markets presently led by established companies such
as  International Business Machines Corporation ("IBM"), EMC
Corporation ("EMC") and Hitachi Data Systems.  Many  of  the
Company's  competitors have substantially greater financial,
technical, and marketing resources than the Company.   These
established  companies command more name  recognition  among
potential  customers,  a  larger  installed  base  and  have
available  to  them  substantially more financial  resources
with which to compete.

The   Company's  ability  to  increase  sales  and   improve
operating results for future periods is dependent  upon  the
acceptance  of its storage products in the marketplace,  and
the   timely   and  successful  introduction  of  additional
functions  and  features for these  products.   The  Company
continues to seek out strategic distribution partners  whose
industry  presence, expertise and sales channels will  allow
it  to more efficiently bring the Company's open system  and
storage  product  offerings to  market.   There  can  be  no
assurance  that  the Company's products, which  are  in  the
early  stage of market introduction will achieve or  sustain
market  acceptance  or  successfully  compete  against   the
products of other larger, better known companies.

Competition.      The   computer   industry   is   intensely
competitive.  The Company's principal competitors within the
storage products marketplace are companies such as IBM, EMC,
Hitachi  Data Systems and Storage Technology.   The  primary
competitors  in  the Company's real-time  markets  are  also
established companies, such as Silicon Graphics  and  Harris
Corporation.   Competitors  in  the  information  processing
market  include established companies like Digital Equipment
Corporation,  IBM,  Hewlett  Packard  Company  and   Sequent
Computer  Systems,  all of which have substantially  greater
financial, technical, manufacturing and marketing  resources
than  the  Company.   The development  and  introduction  by
competitors   of  products  with  superior  performance   or
substantially  lower prices would materially  and  adversely
affect  the  Company's business.  There can be no  assurance
that the Company will be able to compete effectively in  the
future.

Financing Requirements.    Since 1989, the principal  source
of  both debt and equity financing for the Company has  been
provided  by  Gould  Electronics  Inc.  ("Gould")  and   EFI
International  Inc.,  wholly  owned  subsidiaries  of  Japan
Energy  Corporation  ("Japan  Energy")  (collectively,   the
"Japan  Energy Group").  The Japan Energy Group has provided
the  Company  with  a credit facility and  loan  guarantees,
refinanced  subordinated  debentures  of  the  Company   and
entered  into  various  exchanges of  indebtedness  for  the
Company's  preferred stock.  On March 19, 1997, the  Company
and  Gould agreed to cancel $40,000,000 of indebtedness owed
to Gould under their loan agreement (the "Credit Agreement")
in  exchange for the issuance to Gould of 400,000 shares  of
the  Company's Series I Convertible Preferred Stock ("Series
I")  with  a  liquidation  preference  of  $40,000,000.   In
addition  to  the  exchange of indebtedness  for  shares  of
Series  I,  the Company and Gould also agreed to  amend  the
Credit Agreement to (i) reduce the maximum amount which  can
be  borrowed  by the Company from $80,000,000 to $50,000,000
and   (ii)   provide  that  any  borrowings  in  excess   of
$41,915,869 (the principal amount outstanding on  March  19,
1997 after giving effect to the exchange of indebtedness for
shares  of  Series I) may be made only at the discretion  of
Gould.   As  of  April 12, 1997 the Company  owed  to  Gould
$45,525,494 under the Credit Agreement, plus $12,974,348  in
accrued   interest.   All  borrowings   under   the   Credit
Agreement, plus accrued interest, are due and payable on May
31, 1997.  In the event of default, the rate of interest  to
be  applied  will immediately increase by an additional  2%.
As  of the closing date, the Japan Energy Group beneficially
owned  83%  of the common stock assuming the full conversion
of all shares of its preferred stock.  Until it returns to a
state  of  sustained profitability, it is unlikely that  the
Company  will  be  able  to secure additional  funding  from
unrelated parties or be able to generate the levels of  cash
through  operations necessary to meet the on-going  need  of
the  business.  Accordingly, the Company is and will  remain
dependent  on the continued financial support of  the  Japan
Energy  Group.   Should  the  Company  be  unsuccessful   in
securing  additional future financing from the Japan  Energy
Group  as  is  required, it is likely that the Company  will
experience  a  severe liquidity crisis  and  accordingly  be
unable  to settle its liabilities in the ordinary course  of
business.

Intellectual  Property  License.    In  connection  with  an
exchange  of  preferred stock for indebtedness, the  Company
and  Gould  entered into an intellectual property  licensing
agreement   whereby   the   Company   agreed   to    license
substantially  all  of its intellectual  property  to  Gould
under certain conditions.  The intellectual property license
is  royalty free but Gould can, at its option, exercise  its
rights  to  use or otherwise sublicense others  to  use  the
Company's intellectual property.  The licensed technology is
being  held in escrow and is now subject to release to Gould
upon  its  request to enable it to exercise its rights.   In
accordance with prior agreements made with the United States
Defense  Investigative Services ("DIS"), Gould must  provide
ninety  days  notice to DIS in the event it elects  to  take
possession  of the intellectual property.  If  Gould  should
take  possession of the intellectual property,  the  Company
would  continue to have the right to use that property,  but
such action by Gould would have a material adverse effect on
the Company's business.

Quarterly  Performance Fluctuation.    Many of the Company's
sales  are made to customers who typically place orders  for
computer  systems  on  an as required  basis.   The  Company
generally  ships products to its customers  as  promptly  as
practicable  upon receipt of customer orders.  Additionally,
a  substantial amount of the Company's sales relate to  long
term  customer  programs with irregular delivery  schedules.
As is the case with many companies in the computer business,
a   significant  portion  of  the  Company's  shipments  has
typically  occurred in the last month of a  fiscal  quarter.
As   a   result,  revenues  and  net  income  can  fluctuate
significantly  from quarter to quarter,  based  on  customer
requirements and the timing of orders and shipments.

U.S.  Government  and Foreign Sales.    In the  fiscal  year
ended  December 31, 1995, approximately 24% of the Company's
revenues were derived through sales to various United States
government agencies (primarily, the Department of  Defense).
Despite  the  Company's  best efforts  to  comply  with  all
appropriate regulations and legislation regarding government
contracting,  no assurance can be given that  the  Company's
method  of  pricing United States government contracts  will
not   be  challenged  in  the  future.   Certain  government
agencies,  such as the Department of Defense, are  precluded
from  awarding contracts which require access to  classified
information  to foreign owned or controlled  companies.   In
May  1989, the Company was notified by DIS that its  primary
facility  security  clearances had  been  suspended  pending
resolution  of  certain foreign interest and control  issues
related to Japan Energy's ownership of the Company's shares.
In August 1989, based upon satisfactory actions taken by the
Company,   DIS   reinstated   the  aforementioned   security
clearances.   Since  that time the  Company  and  the  Japan
Energy   Group   have  worked  to  comply  with   all   U.S.
requirements.   In  particular, the Japan Energy  Group  has
agreed  to  accept certain terms and conditions relating  to
its  equity securities in the Company, including limitations
on  the  voting  rights of its shares,  limitations  on  the
number  of  seats it may have on the board of directors  and
certain  restrictions  on the conversion  of  its  preferred
shares  into  common stock.  In connection with the  various
exchanges  of  indebtedness  for preferred  stock  discussed
herein  and in Note M of the Notes to Consolidated Financial
Statements, the United States Defense Investigative  Service
("DIS")  has  reviewed the relationship between the  Company
and   the   Japan  Energy  Group  under  revised  government
requirements  relating  to foreign  ownership,  control  and
influence.   Given the current requirements in the  National
Industrial Security Program Operating Manual ("NISPOM"), DIS
has  decided  to replace the previous method of negation  of
Foreign  Ownership  Control and Influence,  accomplished  by
Board  Resolution,  with  a more detailed  Security  Control
Agreement  as  prescribed by DIS in  the  NISPOM,  which  is
currently  being drafted by Encore's counsel.   The  Company
and  the  Japan Energy Group have worked with DIS to  ensure
the  Company's  continued compliance with  U.S.  regulations
relating to foreign ownership of U.S. companies.  There  can
be  no assurance, however, that other foreign ownership  and
control  issues  may  not  arise and  adversely  impact  the
Company's business in the future.

In  fiscal  1996, sales to international customers accounted
for  approximately  59%  of  the Company's  total  revenues.
There  can  be  no assurance that foreign currency  exchange
fluctuations  will  not  have  an  adverse  effect  on   the
Company's  future revenues and profits.

Dependence   on  Key  Vendors  and  Subcontractors.      The
Company's business is dependent on the continued, timely and
reliable  supply  of  microprocessors, integrated  circuits,
parts, components and certain subassemblies from several key
vendors.   The  Company  has developed  multiple  commercial
sources  for most components and raw materials used  in  the
manufacture  of its computer systems.  However,  because  of
the attractiveness of employing the latest technology in its
product line, the Company does utilize several single source
vendors  for  certain  critical components  in  its  various
product lines.  Delays in delivery of any such single source
component  could cause unplanned delays in the  shipment  of
certain  products.  Failure to obtain sole source components
in  adequate  quantities  on  a  timely  basis  could  delay
shipments  and would have a material adverse effect  on  the
Company's business and financial results.

In  order  to  minimize its development  cycle,  development
efforts  of  the  Company may at times be  subcontracted  to
third   parties   with  particular  required   technological
expertise.  Although the Company takes every reasonable step
to  minimize  risks  associated  with  this  practice,  this
increases  the  Company's reliance  on  the  performance  of
others  and could result in unplanned delays in the  product
development process.

Key  Personnel.    The success of the Company  is  dependent
upon the continued employment of its executive officers  and
key employees and its ability to attract new employees.  The
competition  for  sales, marketing,  engineering  and  other
personnel   in  the  computer  industry  is   intense.    In
particular,  there  is  currently great  demand  within  the
computer industry for qualified personnel with experience in
the  areas of parallel and multiprocessing technology.   The
Company's  inability to retain key employees or  to  attract
new  employees could have a material adverse effect  on  the
Company's business