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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 operation, 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. Modifications to the EnSite System may
require additional clinical trials and, ultimately, United States and
international regulatory approvals before they can be fully marketed in the
United States and abroad. Problems in the following areas could materially
impact the commercialization of the EnSite System:

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

We have recently begun to generate revenue from the EnSite System. We cannot
assure you that we will ever derive substantial revenues from the sale of the
EnSite System.

CLINICAL TESTING OF OUR PRODUCTS CONTINUES TO BE REQUIRED

         We have conducted 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 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 for use of the
EnSite System in the left ventricle of the heart. 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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OUR PRODUCTS ARE SUBJECT TO REGULATORY APPROVAL

         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 has only been satisfied for right atrial use. 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 atria multi-center
clinical trials. The FDA has cleared the EnSite System for use in the right
atrium of the heart. In March 1999, we announced that our FDA application for
left ventricular use of the EnSite System will be submitted as a PMA
application. However, we will not be able to complete 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 tachycardias and assist
electrophysiologists in determining treatment options. Current treatments for VT
include drugs, implantable defibrillators, surgery and 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. Catheter ablation devices require PMA approval by the
FDA, and we cannot assure you that a catheter ablation market will develop.
Moreover, we cannot assure you 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 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

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

         Atrial fibrillation is a complex disease and the subject of continuing
research. The therapies presently available for atrial fibrillation 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, we cannot assure you that treatments for atrial
fibrillation 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 atrial fibrillation. We have no present
intention to develop any medical devices on our own for the treatment of atrial
fibrillation.

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 and other physicians may elect not to recommend diagnostic
procedures for any number of reasons, including safety and efficacy, 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 also adversely
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, 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 fail to develop new
technologies and products before our competitors, our business, financial
condition and results of operations would be materially and adversely affected.


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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 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. We may 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.

         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. We passed an inspection
of our facility and manufacturing processes by the FDA in the third quarter
1999. We will also be required to comply with ISO


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9001 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 9001 certification for the clinical workstation in November 1998. We
received 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 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.

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 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, 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. 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, 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.

         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.


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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
payers, 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
payers 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 that exceed our costs of developing and manufacturing our products.

         The EnSite catheter is being 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 payers in terms of such factors as enhanced patient procedural efficiencies,
reduced radiation exposure and improved patient outcomes. This may require us to
conduct post-marketing clinical studies, which may be costly, lengthy, and may
not provide the cost justification results we are seeking. Without adequate
support from third-party payers, the market for our products may be severely
limited.

         Capital costs for medical equipment purchased by hospitals are
currently reimbursed under Medicare separately from medical procedure payments.
Recent federal Medicare legislation has called for these capital costs to be
reimbursed on a prospective payment system. During a transition period due to
end in 2000, each hospital's capital expenditures will be based in part on its
own historical capital costs and in part on the prospective payment system.
There can be no assurance that the movement to a prospective payment system will
not cause hospitals to reduce their expenditure payments for equipment such as
the EnSite clinical workstation.

         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 obtained product liability insurance coverage in
connection with the commercialization of the EnSite System, insurance may not
continue to be available on commercially reasonable terms. In addition,
insurance 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 2000. 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 sales and marketing, continued research and development,
testing, regulatory approval and manufacturing of our EnSite System. In order to
meet our funding needs, we may be required to raise additional funds through
public or private financing, including the sale of equity or debt. Any
additional equity financing 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 plans for
growth.


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