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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. Development of the EnSite System is 
ongoing and we have not yet demonstrated our system to be effective and safe 
for left ventricular use according to United States guidelines. 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 commecialization of the EnSite System:

               -  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.


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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 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.

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 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 

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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. Accordingly, 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.

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.

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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.

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 

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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.

         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.

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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.

         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 

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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.

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 

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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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