EXHIBIT 99.0

                           FORWARD LOOKING STATEMENTS
                              CAUTIONARY STATEMENT

Statements regarding the future prospects of the Company must be evaluated in
the context of a number of factors that may materially affect its financial
condition and results of operations. Most of these factors have been discussed
in prior filings by the Company with the Securities and Exchange Commission.
Although the Company has attempted to list the factors that it is currently
aware may have an impact on its operations, other factors may in the future
prove to be important and the following list should not necessarily be
considered comprehensive.

THE COMPANY'S OPERATIONS HAVE BEEN AFFECTED BY CYCLES OF GROWTH AND CONTRACTION
IN THE ELECTRONICS INDUSTRY AND COULD BE AFFECTED BY CONTINUATION OF THE CURRENT
DOWNTURN.

The majority of the Company's revenue is directly or indirectly related to
capital expenditures in the electronics industry. This industry is highly
cyclical and has historically experienced periodic downturns which often have
had a severe effect on capital expenditures. During the second half of 1998, the
market for capital goods in the electronics industry deteriorated, which had a
significant negative impact on revenues. In the second half of 1999 and
throughout 2000, the market strengthened resulting in sequentially quarterly
increases in revenues. In the second half of 2001, the market for capital goods
in the electronics industry deteriorated rapidly, which again had a significant
negative effect on the Company's revenues during 2001. For the foreseeable
future, the Company's operations will continue to be dependent on the capital
expenditures in this industry which, in turn, are largely dependent on the
market demand for products containing integrated circuits.

THE COMPANY DERIVES A SIGNIFICANT PORTION OF ITS REVENUE FROM TWO OEM CUSTOMERS
AND THE LOSS OF EITHER OF THESE CUSTOMERS WOULD HAVE A MATERIAL ADVERSE EFFECT
ON THE COMPANY.

The Company's revenue levels continue to be largely dependent on the order rates
of its large OEM customers. For the year ended December 31, 2001, two of the
Company's customers, Juki Corporation and Assembleon N.V., accounted for
approximately 38% of the Company's revenues compared to 54% in 2000. As a result
of a significant downturn in their business, they have curtailed purchases from
the Company. The loss of, or extended curtailment of purchases by, these OEM
customers would have a material adverse effect on the Company's results of
operations.

THE COMPANY USES OUTSIDE CONTRACTORS TO BUILD PORTIONS OF ITS PRODUCTS AND TO
SUPPLY COMPONENTS. IF THE COMPANY'S ARRANGEMENTS WITH THESE CONTRACTORS AND
SUPPLIERS WERE INTERRUPTED, ITS OPERATIONS WOULD BE ADVERSELY AFFECTED.

The Company currently contracts with third party assembly houses for a
substantial portion of the purchase and assembly of components of its products.
Although the Company endeavors to inspect and internally test most components
prior to final assembly, reliance on outside contractors reduces its control
over quality and delivery schedules. The failure by one or more of these
subcontractors to deliver quality components in a timely manner could have a
material adverse effect on the Company's results of operations. In addition, a
number of the components used in the Company's products are available from only
a single supplier or from a limited number of suppliers. Some of these
components have relatively long order cycles, in some cases over one year, and
the timely availability of these components to the Company is dependent on the
Company's ability to develop accurate forecasts of customer volume requirements.
Any interruption in or termination of supply of these components, or material
change in the purchase terms, including pricing, of any of these components, or
a reduction in their quality or reliability, could have a material adverse
effect on the Company's business and results of operations.

A SIGNIFICANT PORTION OF THE COMPANY'S REVENUE IS DERIVED FROM SALES OF ONE
PRODUCT LINE AND THE COMPANY'S OPERATIONS WOULD BE MATERIALLY ADVERSELY AFFECTED
IF A COMPETITOR INTRODUCED A SUPERIOR PRODUCT OR THE OEMS REDUCED THEIR USE OF
THIS PRODUCT FOR OTHER REASONS.

The Company's revenues continue to be dependent on product sales from a single
sensor product line sold to OEM customers. For the year ended December 31, 2001,
approximately 38% of the Company's revenues were from shipments of LaserAlign
sensors to OEM customers, compared to 54% in 2000. This product has historically
competed favorably in the marketplace and the Company continues to introduce
newer configurations in response to customer requirements. However, a prolonged
reduction in the use of this products by OEM equipment manufacturers would have
a material adverse effect on the Company's results of operations.

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THE COMPANY HAS DEVELOPED PROPRIETARY TECHNOLOGIES ON WHICH MOST OF ITS PRODUCTS
ARE BASED AND IF OTHER ENTITIES MISAPPROPRIATED SOME OF THESE TECHNOLOGIES, OR
IF THESE TECHNOLOGIES WERE FOUND TO INFRINGE ON THE RIGHTS OF OTHERS, THE
COMPANY WOULD BE ADVERSELY AFFECTED.

The Company relies heavily on its proprietary hardware designs and software
technology. Although the Company uses a variety of methods to protect its
technology, it relies most heavily on patents and trade secrets. There can be no
assurance that the steps taken by the Company will be adequate to deter
misappropriation of its technology, that any patents issued to the Company will
not be challenged, invalidated or circumvented, or that the rights granted
thereunder will provide a competitive advantage to the Company. In addition,
there remains the possibility that others will reverse engineer the Company's
products in order to determine their method of operation and introduce competing
products or that others will develop competing technology independently. Any
such adverse circumstances could have a material adverse effect on the Company's
results of operations.

As the number of its products increases, the markets in which its products are
sold expands, and the functionality of those products grows and overlaps with
products offered by competitors, the Company believes that it may become
increasingly subject to infringement claims. Although the Company does not
believe any of its products or proprietary rights infringe the rights of third
parties, there can be no assurances that infringement claims will not be
asserted against the Company in the future or that any such claims will not
require the Company to enter into royalty arrangements or result in costly
litigation.

ELECTRONICS MARKETS CHANGE RAPIDLY AND NEW TECHNOLOGY COULD CAUSE THE COMPANY'S
PRODUCTS TO BECOME OBSOLETE OR LOSE THEIR COMPETITIVE ADVANTAGE.

The market for the Company's products is characterized by rapidly changing
technology. Technologies employed in the circuit board production industry and
semiconductor wafer fabrication industry continue to change rapidly and new
technology could cause a portion of the Company's products to become obsolete at
any time. Accordingly, the Company believes that its future success will depend
upon its ability to continue to develop and introduce new products with improved
price and performance. In order to develop such new products successfully, the
Company is dependent upon close relationships with its customers and their
willingness to share information about their requirements and participate in
joint development efforts with the Company. There can be no assurance that the
Company's customers will continue to provide it with timely access to such
information or that the Company will be able to develop and market such new
products successfully and respond effectively to technological changes or new
product announcements by others.

OVER 65% OF THE COMPANY'S REVENUE DURING THE PAST THREE YEARS HAS COME FROM
INTERNATIONAL SOURCES AND ARE SUBJECT TO THE FLUCTUATIONS AND OTHER FACTORS THAT
AFFECT INTERNATIONAL SALES.

In the years ended December 31, 2001, 2000, and 1999 sales of the Company's
products to customers outside the United States accounted for approximately 67%,
73%, and 77%, respectively, of the Company's revenue. The Company anticipates
that international revenue will continue to account for a significant portion of
its revenues. The Company's operating results are subject to the risks inherent
in international sales, including, but not limited to, various regulatory
requirements, political and economic changes and disruptions, transportation
delays, difficulties in staffing and managing foreign sales operations, and
potentially adverse tax consequences. In addition, fluctuations in exchange
rates may render the Company's products less competitive relative to local
product offerings. There can be no assurance that these factors will not have a
material adverse effect on the Company's future international sales and,
consequently, on the Company's operating results. While sales to date have been
all in US dollars, sales in foreign currency are anticipated in 2001.

THE COMPANY COMPETES WITH LARGER ENTITIES THAT MAY HAVE MORE RESOURCES AND A
WIDE VARIETY OF SMALLER ENTITIES THAT COULD DEVELOP NEW TECHNOLOGIES.

The Company competes with other vendors of optical sensors, with vendors of
machine vision systems, and with the internal engineering efforts of the
Company's current or prospective customers, many of which may have greater
financial and other resources than the Company. There can be no assurance that
the Company will be able to compete successfully in the future or that the
Company will not be required to incur significant costs in connection with its
engineering research, development, marketing and customer service efforts to
remain competitive. Moreover, the Company's principal customers operate within
the electronics industry, which is highly competitive and highly dependent upon
its suppliers' ability to provide high quality, cost efficient products.
Competitive pressures may result in price erosion or other factors which will
adversely affect the Company's financial performance.

The end user SMT Systems products have in excess of 40 competitors, several of
which are larger and have greater financial resources. While the Company
believes that its products offer differentiated technology and benefits to its
customers at a competitive price, competitive pressures may cause growth rates
to be less than planned and adversely affect the Company's financial
performance.

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THE COMPANY'S OPERATIONS VARY SIGNIFICANTLY EACH QUARTER BASED ON A NUMBER OF
FACTORS OUTSIDE OF ITS CONTROL AND IT MAY NOT BE ABLE TO PREDICT THESE
FLUCTUATIONS.

The Company has experienced quarterly fluctuations in operating results and
anticipates that these fluctuations will continue. These fluctuations have been
caused by various factors, including the capital procurement practices of its
customers and the electronics industry in general, the timing and acceptance of
new product introductions and enhancements, and the timing of product shipments
and marketing. Future operating results may fluctuate as a result of these and
other factors, including the Company's ability to continue to develop innovative
products, the introduction of new products by the Company's competitors, the
Company's product and customer mix, the level of competition and overall trends
in the economy.

THE MARKET PRICE OF THE COMPANY'S COMMON STOCK HAS HISTORICALLY BEEN VERY
VOLITILE AND MAY EXHIBIT THE SAME VOLATILITY IN THE FUTURE.

The Company believes that factors such as the announcement of new products by
the Company or its competitors, market conditions in the electronics and
precision measurement industries in general and quarterly fluctuations in
financial results could cause the market price of the Common Stock to vary
substantially. In recent years, the stock market has experienced price and
volume fluctuations that have particularly affected the market prices for many
high technology companies and which often have been unrelated to the operating
performance of such companies. The market volatility may adversely affect the
market price of the Company's Common Stock.

THE COMPANY HAS COMPLETED A NUMBER OF ACQUISITIONS DURING THE PAST FEW YEARS AND
INTENDS TO CONTINUE TO EXPLORE ADDITIONAL ACQUISITIONS, ANY OF WHICH COULD
NEGATIVELY IMPACT OPERATING RESULTS.

During 2000 and 1999 the Company consummated several strategic acquisitions at a
cost of approximately $27.7 million. These acquisitions resulted in intangible
assets of approximately $17.1 million, which were being amortized over periods
ranging from 4 to 10 years, but will not be subject to further amortization
after January 1, 2002. The future financial performance of the Company will be
significantly impacted by the ability to successfully integrate operations and
development efforts of the acquired organizations into those of CyberOptics and
to generate operating performance from acquired operations sufficient to have a
positive contribution to net income. If these operations do not perform, the
Company may also be required to conclude that some or all of the $6 million
balance of unamortized goodwill is impaired, and take a charge against earnings
for the impaired amount.

THE COMPANY'S PRODUCT INTRODUCTIONS MAY BE DELAYED AND MAY NOT ACHIEVE MARKET
ACCEPTANCE.

There are a number of significant new product introductions planned for fiscal
2001. The ability of the Company to successfully introduce, and manufacture
these products and for them to gain rapid market acceptance will have a
significant impact on the future financial performance.

REGULATORS MIGHT NOT AGREE WITH THE COMPANY'S ACCOUNTING TREATMENT OF VARIUOS
ITEMS.

Although the Company believes that the assumptions upon which the accounting
treatment of the Kestra, HAMA, and Imagenation businesses was appropriate, there
can be no assurance that such accounting treatment, upon review by the
Securities and Exchange Commission, will not be questioned or that adjustments
to the purchase accounting will not be required by the SEC.



                                  END OF FILING