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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-Q.
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-Q 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, 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 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 have not yet been satisfied for left ventricular 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 atrium multi-center clinical trials. The FDA has cleared the EnSite
System for use in the right atrium of the heart. 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. 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 our 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 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, 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. 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 limited
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.

     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


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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 or 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 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. 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 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, 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. ISO 9001 certification
for our workstation was subsequently received in November 1998. 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


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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.

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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