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                                                                   EXHIBIT 99

                                 CAUTIONARY STATEMENT
     
     Forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "PSLRA") are included in our Form 10-K.  The
words or phrases "believes," "may," "will," "expects," "should," "continue,"
"anticipates," "intends," "will likely result," "estimates," "projects" or
similar expressions identify forward-looking statements in our Form 10-K and in
our future filings with the Securities and Exchange Commission, in our press
releases, in our presentations to securities analysts or investors, and in oral
statements made by or approved by an executive officer of Endocardial Solutions,
Inc.  Forward-looking statements involve risks and uncertainties that may
materially and adversely affect our business, results of operations, financial
condition or prospects, and may cause our actual results to differ materially
from historical results or the results discussed in the forward-looking
statements.

     You should consider carefully the following cautionary statements if you
own our common stock or are planning to buy our common stock.  We intend to take
advantage of the "safe harbor" provisions of the PSLRA by providing this
discussion.  We are not undertaking to address or update each factor in future
filings or communications regarding our business or results except to the extent
required by law.

OUR SUCCESS DEPENDS ON DEVELOPING AND COMMERCIALIZING THE ENSITE SYSTEM

     The EnSite System is currently our only potential product, and our success
depends entirely on the successful development, commercialization and market
acceptance of the EnSite System.  Development of the EnSite System is ongoing
and we have not yet demonstrated our system to be effective and safe according
to United States and international regulatory guidelines.  The EnSite System
will require additional clinical trials and, ultimately, United States and
international regulatory approvals before it can be fully marketed in the United
States and abroad.  Problems in the following areas could materially delay the
commecialization of the EnSite System or prevent its market introduction
entirely:

     -    research and development,
     -    clinical testing,
     -    regulatory submissions and approval,
     -    product manufacturing and commercial scale-up,
     -    marketing, or
     -    product distribution.

We will not generate any significant revenue until the EnSite System is
successfully commercialized.  We cannot assure you that we will ever derive
substantial revenues from the sale of the EnSite System.

OUR LIMITED CLINICAL TESTING HAS NOT YET PROVEN OUR PRODUCTS TO BE SAFE AND
EFFECTIVE

     We have conducted only limited clinical trials on patients for ventricular
tachycardia ("VT") and supraventricular tachycardia ("SVT") in the United States
and in Europe, and we have at times experienced complications in our clinical
trials.  During the third and fourth quarters of 1998, we submitted to the
United States Food and Drug Administration (the "FDA") two premarket
notification applications under Section 510(k) of the Food, Drug and Cosmetic
Act (the "FDC Act") containing the results of our left ventricular and right
atrium multi-center clinical trials.  We believe, however, we will be required
to conduct more extensive clinical testing in the United States in order to
support a premarket approval ("PMA") application to the FDA for marketing
approval.  Patients selected for clinical trials must meet stringent guidelines
to undergo testing, and we cannot assure you that patients can be enrolled in
clinical trials on a timely basis.  Further, we cannot assure you that any of
our products will prove to be safe and effective in clinical trials under United
States or international regulatory guidelines.  The clinical trials may identify
significant technical or other obstacles to be overcome prior to obtaining
approvals.  If the EnSite System does not prove to be safe and effective in
clinical trials, our business, financial condition and results of operations
would be materially and adversely affected.

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WE MUST OBTAIN REGULATORY APPROVAL BEFORE WE CAN SELL OUR PRODUCTS

     The manufacture and sale of medical devices, including the EnSite System,
are subject to extensive regulation in the United States, principally by the FDA
and corresponding state agencies, and in other countries.  In the United States,
our products are subject to the FDA's premarket approval requirements, which
have not yet been satisfied.  Securing FDA approvals requires us to submit
extensive clinical data and supporting information to the FDA.  During the third
and fourth quarters of 1998, we submitted to the FDA two premarket notification
applications under Section 510(k) of the FDC Act containing the results of our
left ventricular and right atrium multi-center clinical trials.  In March 1999,
we determined that our FDA application for left ventricular use of the EnSite
System will be submitted as a PMA application. However, we may not be able to
file a PMA application with the FDA to market the EnSite System for diagnosing
VT in the United States until we complete more extensive clinical trials.  The
process of obtaining FDA and other required regulatory approvals is lengthy,
expensive and uncertain.

     Sales of medical devices outside of the United States are subject to
international regulatory requirements that vary from country to country, and
approval for sale internationally may take more or less time than that required
for FDA approval.  We have obtained CE certification for the EnSite catheter and
for the EnSite 3000 clinical workstation, allowing us to sell our products in
member countries of the European Union.  We may encounter significant costs and
requests for additional information in continuing our efforts to obtain
regulatory approvals in other countries, which could substantially delay or
preclude us from marketing our products internationally.

     Marketing approvals, if granted, may require us to limit the indicated use
of our product.  FDA enforcement policy strictly prohibits the marketing of
approved medical devices for unapproved uses.  Product approvals could be
withdrawn for failure to comply with regulatory standards or the occurrence of
unforeseen problems following the initial marketing.  We will be required to
follow FDA regulations regarding Good Manufacturing Practices and similar
regulations in other countries, which include testing, control, and
documentation requirements.  Ongoing compliance with Good Manufacturing
Practices and other applicable regulatory requirements will be monitored through
periodic inspections by federal and state agencies, including the FDA, and by
comparable agencies in other countries.  If we fail to comply with applicable
regulatory requirements, we could be subjected to warning letters, fines,
injunctions, civil penalties, recall or seizure of products, total or partial
suspension of production, refusal of the government to grant premarket approval,
withdrawal of approvals and criminal prosecution.

     We cannot assure you that we will be able to obtain the necessary
regulatory approvals on a timely basis or at all.  Delays in receipt of or
failure to receive the approvals, the loss of previously obtained approvals, or
failure to comply with existing or future regulatory requirements would have a
material and adverse effect on our business, financial condition and results of
operations.

TREATMENTS USING THE ENSITE SYSTEM MAY NOT BE AVAILABLE TO PATIENTS

     We have developed the EnSite System to diagnose tachycardia and assist
electrophysiologists in selecting among treatment options.  Current treatments
for VT include drugs, implantable defibrillators, surgery and, potentially,
catheter ablation.  We believe that the EnSite System will enable increased use
of catheter ablation for treating complex VT.  Because ablation treatment for VT
is relatively new and untested, the long term effects of ablation on patients
are unknown.  As a result, the long term success of ablation therapy in treating
VT will not be known for several years.  To date, no medical devices for
treating VT patients in the United States through catheter ablation have been
approved by the FDA.  Catheter ablation devices require PMA approval by the FDA,
which may not be granted in the near future or at all.  Accordingly, we cannot
assure you that a catheter ablation market will develop.  Moreover, even if
medical devices for catheter ablation are approved by the FDA, we cannot assure
you that the market for treating VT through catheter ablation will develop or
that the EnSite System will prove useful in diagnosing VT for treatment by
catheter ablation products.  We are not in the process of developing a catheter
for ablation treatment and are entirely dependent upon other medical device
companies to develop those devices.  If the medical devices for treating VT
through catheter ablation are not approved by the FDA or, even with FDA
approval, if a market for treating VT by catheter ablation does not develop, our
business, financial condition and results of operations could be materially and
adversely affected.


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OUR PRODUCTS MAY BE UNABLE TO DIAGNOSE ATRIAL FIBRILLATION AND FLUTTER

     In addition to assisting the diagnosis of VT, we intend to apply the EnSite
System to the diagnosis of SVT, including atrial fibrillation and flutter. 
However, we have conducted only limited clinical studies of our technology on
patients suffering from atrial fibrillation and flutter.  We may be unable to
successfully extend our technology to the mapping of SVT or obtain regulatory
approval to test and market any products developed using the technology to map
SVT.  We have made, and expect to continue to make, significant research and
development expenditures to extend  our technology to the diagnosis of SVT.  We
cannot assure you that we will realize any benefit from these expenditures.

     SVT is a complex disease and the subject of continuing research.  The
therapies presently available for atrial fibrillation and flutter are in the
developmental stage with no proven effectiveness.  Even if we are successful in
extending our technology to provide products that are capable of diagnosing
atrial fibrillation and flutter, we cannot assure you that treatments for atrial
fibrillation and flutter will exist that will require the diagnostic
capabilities of any of our products.  As a result, a commercial market may never
develop for any product we develop for the diagnosis of SVT.  We have no present
intention to develop any medical devices on our own for the treatment of atrial
fibrillation and flutter.

OUR PRODUCTS MAY NOT SUCCEED IN THE MARKET

     The commercial success of the EnSite System depends upon the number of
diagnostic procedures performed by electrophysiologists using the system.  Our
system may not gain any significant degree of market acceptance among
electrophysiologists, patients, health care insurers and managed care providers.
Electrophysiologists will not recommend diagnostic procedures until clinical
data demonstrate the safety and efficacy of those procedures.  Even if we
demonstrate the safety and efficacy of the EnSite System, electrophysiologists
and other physicians may elect not to recommend the procedures for any number of
other reasons, including the availability of alternative procedures and
treatment options, or inadequate levels of reimbursement.  Broad use of the
EnSite System will require time-consuming training of electrophysiologists,
which could adversely also affect market acceptance.  If our products are not
accepted by the market, our business, financial condition and results of
operations would be materially and adversely affected.

WE FACE SIGNIFICANT INDUSTRY COMPETITION

     The cardiac medical device market is highly competitive, and the EnSite
System is a new technology that must compete with more established devices. 
Certain of our competitors are developing new approaches and new products for
diagnosing VT and SVT for which regulatory approval has not been granted,
including contact mapping systems using multi-electrode basket contact catheters
and single-point mapping technologies.  Certain of our competitors have
integrated product lines that include products for both diagnosis and ablation
treatment, which may afford them opportunities for product bundling and other
marketing advantages.  Many of our competitors have an established presence in
the field of electrophysiology and established relationships with
electrophysiology labs.  Many of our competitors have substantially greater
financial and other resources than we do, including larger research and
development staffs and more experience and capabilities in conducting research
and development activities, testing products in clinical trials, obtaining
regulatory approvals, and manufacturing, marketing and distributing products. 
Some of our competitors may achieve patent protection, regulatory approval or
product commercialization more quickly than us, which may decrease our ability
to compete.

OUR PRODUCTS MAY BECOME OBSOLETE IF WE ARE UNABLE TO ANTICIPATE AND ADAPT TO
RAPIDLY CHANGING TECHNOLOGY

     The medical device industry is subject to rapid technological innovation
and, consequently, the life cycle of any particular product is short. 
Alternative diagnostic systems or other discoveries and developments with
respect to mapping tachycardia may render our products obsolete.  Furthermore,
the greater financial and other resources of many of our competitors may permit
them to respond more rapidly than us to technological advances.  If we fail to
demonstrate the safety, benefit, efficacy and cost effectiveness of our products
as compared to those of our competitors,  or if we


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fail to develop new technologies and products before our competitors, our
business, financial condition and results of operations would be materially and
adversely affected.

WE DEPEND ON OUR PATENTS AND PROPRIETARY TECHNOLOGY, WHICH WE MAY NOT BE ABLE TO
PROTECT

     Our success will depend in part on our ability to obtain patent protection
for our products and processes, to preserve our trade secrets and to operate
without infringing the intellectual property rights of others.  The patent
positions of medical device companies are uncertain and involve complex and
evolving legal and factual questions.  We cannot assure you that any of our
pending or future patent applications will result in issued patents, that any
current or future patents will not be challenged, invalidated or circumvented,
that the scope of any of our patents will exclude competitors or that the patent
rights granted to us will provide us any competitive advantage.  We may discover
that our technology infringes patents or other rights owned by others, and we
cannot be certain that we were the first to make the inventions covered by each
of our issued patents and our pending patent applications, or that we were the
first to file patent applications for such inventions.  In addition, we cannot
assure you that our competitors will not seek to apply for and obtain patents
that will prevent, limit or interfere with our ability to make, use or sell our
products either in the United States or in international markets.  Further, the
laws of certain foreign countries may not protect our intellectual property
rights to the same extent as do the laws of the United States.  

     In addition to patents, we rely on trade secrets and proprietary knowledge
that we seek to protect, in part, through confidentiality agreements with
employees, consultants and others.  We cannot assure you that our proprietary
information or confidentiality agreements will not be breached, that we will
have adequate remedies for any breach, or that our trade secrets will not
otherwise become known to or independently developed by competitors.  

WE MAY FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS WHICH WOULD BE COSTLY TO
RESOLVE

     There has been substantial litigation regarding patent and other
intellectual property rights in the medical device industry and our competitors
may resort to intellectual property litigation as a means of competition. 
Intellectual property litigation is complex and expensive and the outcome is
difficult to predict.  We cannot assure you that we will not become subject to
patent infringement claims or litigation, or interference proceedings declared
by the United States Patent and Trademark Office to determine the priority of
inventions.  Litigation or regulatory proceedings may also be necessary to
enforce our patent or other intellectual property rights.  We may not always
have the financial resources to assert patent infringement suits or to defend
ourselves from claims.  An adverse result in any litigation could subject us to
liabilities to, or require us to seek licenses from or pay royalties to, others
that may be substantial.  Furthermore, we cannot assure you that the necessary
licenses would be available to us on satisfactory terms, if at all.

WE HAVE LIMITED MANUFACTURING EXPERIENCE

     We have limited experience in manufacturing the EnSite catheter and the
patient interface unit of the EnSite System.  We currently manufacture our
products in limited quantities for laboratory and clinical testing and only have
begun to manufacture our products for commercial sale.  We have no experience
manufacturing our products in the volumes that will be necessary for us to
achieve significant commercial sales, and we cannot assure you that reliable,
high-volume manufacturing capacity can be established or maintained at
commercially reasonable costs.  If we receive regulatory approval for our
products, we will need to expend significant capital resources and develop the
necessary expertise to establish large-scale manufacturing capabilities.  We may
encounter the following difficulties in scaling up production of our products:

     -    problems involving production yields,
     -    quality control and assurance,
     -    component supply shortages,
     -    shortages of qualified personnel,
     -    compliance with FDA and foreign regulations, or
     -    the need for further FDA or foreign regulatory approval of new    
          manufacturing processes.


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     Our manufacturing facilities will be periodically inspected by United
States and foreign regulatory authorities.  In order to manufacture products for
sale in the United States, our operations must undergo "Good Manufacturing
Practices" compliance inspections conducted by the FDA.  Our facilities and
manufacturing processes have not yet undergone any inspections by the FDA.  We
will also be required to comply with ISO 9001 and 9002 and CE Mark standards in
order to sell our products in Europe.  We received ISO 9001 certification for
our catheter and quality system in August 1997 and ISO 9002 certification for
the clinical workstation and a CE Mark for each of the EnSite catheter and the
clinical workstation in the first quarter of 1998.  If we fail to comply with
Good Manufacturing Practices or ISO 9001 and 9002 and CE Mark standards in
future audits, we may be required to modify our manufacturing policies and
procedures.  In addition, we may be required to stop all or part of our
operations until we can demonstrate that appropriate steps have been taken to
comply with the regulations.

WE DEPEND ON A FEW SUPPLIERS FOR KEY COMPONENTS OF OUR PRODUCTS

     We purchase raw materials and certain key components of our products,
including the computer workstation and certain components for our catheter, from
one or a few suppliers.  For certain of these components, there are relatively
few alternative sources of supply.  We currently have no agreements that would
assure delivery of raw materials and components from alternate suppliers. 
Establishing additional or replacement suppliers for any of the components used
in our products, if required, may not be accomplished quickly and could involve
significant additional costs.  If our suppliers are unable to provide an
adequate supply of components in a timely manner, or if we are unable to locate
qualified alternate suppliers for materials and components at a reasonable cost,
our business, financial condition and results of operations could be materially
and adversely affected.  In the event we had to replace a single source
supplier, a new supplier would be required to meet Good Manufacturing Practices
and other regulatory standards.

WE HAVE LIMITED COMMERCIAL SALES AND MARKETING EXPERIENCE

     We have limited experience marketing the EnSite System.  We cannot assure
you that we will be able to build and maintain a suitable sales force or enter
into or maintain satisfactory marketing arrangements with others.  Our sales and
marketing efforts may not be successful.

WE WILL NEED TO CAREFULLY MANAGE OUR EXPANDING OPERATIONS

     In order to complete clinical trials in progress, prepare additional
products for clinical trials, and develop future products, we believe that we
will be required to expand our operations, particularly in the areas of research
and development, manufacturing, quality assurance and sales and marketing.  As
we expand our operations in these areas, the expansion will likely result in new
and increased responsibilities for management.  To accommodate any growth and
compete effectively, we must implement and improve our information systems,
procedures, and controls, and expand, train, motivate and manage our work force.
Our future success will depend significantly on the ability of our current and
future management to operate effectively.  We cannot assure you that our
personnel, systems, procedures and controls will be adequate to support our
future operations.

INTERNATIONAL OPERATIONS WILL EXPOSE US TO ADDITIONAL RISKS

     We plan to market the EnSite System through distributors in international
markets, once we receive the required foreign regulatory approvals, and sales in
foreign markets are initially expected to be our only source of revenue.  We
have entered into a distribution agreement granting Medtronic exclusive
distribution rights for our products in Canada, Europe and Japan and certain
rights for distribution in other regions outside of the United States.  In the
first quarter of 1998, we received ISO 9002 certification for our workstation
and a CE Mark for each of the EnSite catheter and the clinical workstation,
allowing us to begin selling our products in member countries of the European
Union.  We have no distribution arrangements for other international markets,
and currently retain all distribution rights in the United States.  We cannot
assure you that international distributors for our products will devote adequate
resources to selling our products.


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     Changes in overseas economic conditions, currency exchange rates, foreign
tax laws or tariffs or other trade regulations could materially and adversely
affect on our ability to market our products internationally.  Our business is
also expected to subject us and our representatives, agents and distributors to
laws and regulations of the foreign jurisdictions in which we operate or our
products are sold.  We may depend on foreign distributors and agents for
compliance and adherence to foreign laws and regulations.

OUR SUCCESS MAY DEPEND ON ACHIEVING ADEQUATE LEVELS OF THIRD-PARTY REIMBURSEMENT

     Sales of our products will depend largely on the availability of adequate
reimbursement for tachycardia diagnostic procedures from third-party payors,
such as government and private insurance plans, health maintenance organizations
and preferred provider organizations.  In the United States, our products, if
and when approved for commercial sale, would be purchased primarily by health
care providers such as doctors and hospitals who will then seek to be reimbursed
for the health care services provided to their patients.  Third-party payors are
increasingly challenging the pricing of medical products and procedures they
consider unnecessary, inappropriate, not cost-effective, experimental or used
for a non-approved indication.  Even if a procedure is eligible for
reimbursement, the level of reimbursement may not be adequate to enable us to
achieve or maintain market acceptance of our products or maintain price levels
which exceed our costs of developing and manufacturing our products.

     It is anticipated that our EnSite catheter will be sold at a premium
compared to existing single point catheters used in current diagnostic or
mapping procedures.  In addition, an initial capital outlay will be required for
the EnSite clinical workstation.  Assuming no increase in the level of
reimbursement for cardiovascular procedures utilizing our products, we will be
required to justify the relative increased cost of using the EnSite System. 
This will require us to demonstrate the enhanced benefits of the EnSite System
to health care providers and payors in terms of such factors as enhanced patient
procedural efficiencies, reduced radiation exposure and improved patient
outcomes.  Without adequate support from third-party payors, the market for our
products may be severely limited.

     Moreover, we are unable to predict what additional legislation or
regulation, if any, relating to the health care industry or third-party coverage
and reimbursement may be enacted in the future, or what effect such legislation
or regulation would have on us.  Reforms may include mandated basic health care
benefits, limitations on the growth of private health insurance premiums and
Medicare and Medicaid spending, greater reliance on prospective payment systems,
the creation of large insurance purchasing groups and fundamental changes to the
health care delivery system.  We anticipate that Congress and state legislatures
will continue to review and assess alternative health care delivery systems and
payment methodologies.  We cannot predict whether any reform proposals will be
adopted or what impact they may have on us.

     Reimbursement systems in international markets vary significantly by
country and by region within some countries.  Many international markets have
government managed health care systems that control reimbursement for new
devices and procedures.  In most international markets, there are private
insurance systems as well as government managed systems. We cannot assure you
that reimbursement for our products will be available in international markets
under either government or private reimbursement systems.

OUR PRODUCTS MAY EXPOSE US TO COSTLY LITIGATION

     We may be exposed to product liability claims if a patient is adversely
affected by our products.  We currently carry product liability insurance
covering our clinical trial operations with an aggregate limit of $5 million. 
We cannot assure you that our existing insurance coverage limits are adequate to
cover any liabilities we might incur in connection with the distribution of our
products.  Although we expect to obtain product liability insurance coverage in
connection with the commercialization of the EnSite System, insurance may not be
available on commercially reasonable terms, if at all.  Insurance, even if
obtained, might not adequately cover any product liability claim.


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WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT FUTURE LOSSES

     We have generated limited revenue and have sustained significant operating
losses each year since our inception.  We expect our losses to continue at least
through 1999.  We may never generate substantial operating revenues or achieve
profitability.  Our ability to generate revenues from operations and make a
profit depends upon successful development, regulatory approval, manufacturing
and commercialization of the EnSite System and our successful transition from a
research and development company to a manufacturing and sales company.  

WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS

     We may require substantial funds to meet our working capital requirements
for continued research and development, testing, regulatory approval and
full-scale commercial introduction of our EnSite System.  In order to meet our
funding needs, we may be required to raise additional funds through public or
private financings, including the sale of equity or debt.  Any additional equity
financings may dilute current stockholders, and debt financing, if available,
may involve restrictive covenants.  Adequate funds for our operations, whether
from financial markets or from other sources, may not be available when needed
on attractive terms, if at all.  Insufficient funds may require us to delay,
scale back or eliminate some or all of our programs designed to facilitate the
commercial introduction of the EnSite System or prevent commercial introduction
altogether.  

OUR SYSTEMS MAY BE SUBJECT TO YEAR 2000 PROBLEMS

     We have formed a project team consisting of representatives from our
information technology, finance, manufacturing, product development and quality
department to address internal and external Year 2000 issues.  Based on our
assessment to date, we believe we will not experience any material disruption as
a result of Year 2000 problems in our financial, internal manufacturing
processes or the EnSite 3000 System.  However, we cannot guarantee that the
systems of other companies on which we rely will be converted in a timely
manner, or that a failure to convert by another company, or a conversion that is
incompatible with our systems, would not have a material and adverse effect on
us.  We have not yet developed a contingency plan in the event of various
problem scenarios, but we will assess the need to develop a plan based on the
outcome of our validation phase of our Year 2000 compliance program and the
results of surveying our major suppliers.  Assuming no major disruption in
service from utility companies or other critical third-party providers, we
believe that we will be able to manage our total Year 2000 transition without
any material effect on our results of operations or financial condition.  We
cannot assure you, however, that unexpected difficulties will not arise and, if
so, that we will be able to timely develop and implement a contingency plan.


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