[DESCRIPTION]EX-99.1

Exhibit 99.1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND 
RISK FACTORS

In passing the Private Securities Litigation Reform Act of 1995 
(the "Reform Act"), Congress encouraged public companies to make 
"forward-looking statements" by creating a safe harbor to protect 
companies from securities law liability in connection with 
forward-looking statements.   Hypercom Corporation intends to 
qualify both its written and oral forward-looking statements for 
protection under the Reform Act and any other similar safe harbor 
provisions.

"Forward-looking statements" are defined by the Reform Act. 
Generally, forward-looking statements include expressed 
expectations of future events and the assumptions on which the 
expressed expectations are based.   All forward-looking 
statements are inherently uncertain as they are based on various 
expectations and assumptions concerning future events and they 
are subject to numerous known and unknown risks and uncertainties 
that could cause actual events or results to differ materially 
from those projected.  Due to those and other uncertainties and 
risks, the investment community is urged not to place undue 
reliance on written or oral forward-looking statements of 
Hypercom.  Hypercom undertakes no obligation to update or revise 
this Cautionary Statement Regarding Forward-Looking Statements to 
reflect future developments.  In addition, Hypercom undertakes no 
obligation to update or revise forward-looking statements to 
reflect changed assumptions, the occurrence of unanticipated 
events, or changes to future operating results over time. 

Hypercom provides the following risk factor disclosure in 
connection with its continuing effort to qualify its written and 
oral forward-looking statements under the safe harbor protection 
of the Reform Act and any other similar safe harbor provisions.  
Important factors currently known to management that could cause 
actual results to differ materially from those in forward-looking 
statements include the disclosures contained in the Quarterly 
Report on Form 10-Q to which this statement is appended as an 
exhibit and also include the following:


RISK FACTORS

Difficulty in Forecasting Net Revenue

Hypercom's net revenue in any period is difficult to forecast. 
Some of the factors affecting net revenue include the timing of 
product purchases and the length of the sales cycle for 
Hypercom's products. 

Hypercom POS Systems and its customers enter into purchase 
agreements that generally have a one-year term and minimum 
purchase commitments. However, customers are not required to make 
purchases at any particular times during the term of the 
agreement or to purchase products exclusively from Hypercom. 
Because the timing of product purchases in any given period is at 
the customers' exclusive discretion and control, net revenue for 
POS products is difficult to forecast. 

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It is also difficult to forecast net revenue in certain 
international markets where large orders for complete systems 
occur more frequently than in the U.S. Due to the significant 
cost of buying complete systems, their sales cycle is long and 
difficult to predict. 

Hypercom Network Systems operates with little backlog and, as a 
result, net revenue in any quarter is substantially dependent on 
the orders booked and shipped in that quarter. The highly 
technical nature of these sales generally results in a sales 
cycle that ranges from 12 to 18 months.

Hypercom's operating results are subject to other uncertainties, 
including the following:
* Industry and economic conditions;
* Competitive pressures;
* Type, timing, and size of orders and shipments for major 
customers;
* Variations in product mix and cost;
* Overhead costs;
* Obsolescence of inventory;
* Manufacturing or production difficulties; and
* Nonrecurring charges.


Significant Fluctuations in Quarterly Results

Hypercom's operating results vary from quarter to quarter.  If 
sales and shipments in any quarter do not meet expectations, the 
results may be adversely affected. Any unexpected decline in the 
growth of the net revenue without a quick reduction in the growth 
of operating expenses could have a serious negative effect on 
operating results and financial condition. Hypercom cannot be 
sure that it will meet profitability objectives for a quarter if 
sales fall or the gross margin is reduced. 


Seasonality

Hypercom continues to experience some degree of seasonality. For 
this reason, net revenue and results of operations are stronger 
in the first half of the fiscal year reflecting:
* Increased POS purchases to satisfy increased retail demand 
during the holiday season,
* Incentive programs VISA and MasterCard offer from July to 
December to encourage merchants to offer card-based payment 
systems, and  
* Allocation of customers' capital budgets by the end of March 
with volume shipments beginning in July.


Risks Associated with International Operations and Foreign 
Currency Fluctuations

Hypercom's net revenue from international sales for fiscal years 
1996, 1997 and 1998 was approximately 58%, 56% and 57%, 
respectively, of Hypercom's net revenue. Hypercom expects that 
international sales will continue to account for a significant 

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percentage of its net revenue in the foreseeable future. 
Accordingly, Hypercom is subject to risks associated with 
international operations. Examples of these risks include:
* Management of a multinational organization,
* Fluctuations in currency exchange rates,
* Compliance with local laws,
* Regulatory and product certification requirements,   
* Changes in international laws and requirements,
* Tariffs and other trade barriers,
* Import and export controls,
* Restrictions on the repatriation of funds,
* Inflationary conditions,
* Staffing, employment, and severance issues,
* Political instability and economic downturns, which include 
the impact of revenue generated from Hypercom's shipments 
into Asia,
* War or other hostilities,
* Expropriation or nationalization of assets,
* Overlap of tax structures,
* Renegotiations or nullification of contracts, and
* Longer payment cycles.

In some countries these risks and other factors that relate to 
doing business abroad may have negative effects on Hypercom. 
Hypercom takes steps such as hedging to partially offset changes 
in currency exchange rates. However, there is no assurance that 
such strategies enable Hypercom to avoid losses due to changes in 
the exchange rate. In addition, the inability to effectively 
manage these and other risks could have a serious negative effect 
on Hypercom's business or financial condition.

Hypercom generally does not engage in hedging transactions that 
could partially offset the effects of fluctuations in currency 
exchange rates. However, as Hypercom continues to expand its 
international operations, exposure to gains and losses on foreign 
currency transactions may increase.  Hypercom may choose to limit 
such exposure by entering into forward foreign exchange contracts 
or engaging in similar hedging strategies.    For example, the 
Company recently entered into hedging transactions to mitigate 
the adverse effects of significant foreign currency fluctuations 
in Brazil. There can be no assurance that any currency exchange 
strategy would be successful in avoiding exchange-related losses 
or that the failure to manage currency risks will not have a 
material adverse effect on Hypercom's business, operating results 
or financial condition.


Uncertainty of Profitability for Hypercom Network Systems

Hypercom established Hypercom Network Systems in 1994 to continue 
to develop enterprise networking products and technologies for 
the electronic payments industry and to leverage these 
technologies to address other enterprise networking 
opportunities.  Since its formation, Hypercom Network Systems has 
expended substantial sums on research and development and on 
establishing distinct manufacturing operations and distribution 
channels. Hypercom Network Systems has recently incurred losses 
as a standalone business, and management is implementing plans to 
return it to profitability. However, there can be no assurance 
that it will return to profitability, particularly in light of 
the competitive nature of the industry in which it operates. 

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Industry and Technological Changes; Dependence on Development and 
Market Acceptance of New Products

Hypercom believes that in the next few years the following 
factors will create major changes in the POS industry:
* Lower-cost products,
* Greater functionality at the point of sale,
* Faster and more accurate transaction processing,
* Improvements in security features, and
* Emerging technologies and payment programs.

In addition, the enterprise networking industry is characterized 
by rapid changes in technology and numerous new product 
introductions. Hypercom's success, particularly in the enterprise 
networking industry, will depend to a large degree upon its 
continued ability to offer new products and enhancements to its 
existing products to meet changing market and industry 
requirements. New products and technologies may have an effect on 
the sales of existing products and technologies. There can be no 
assurance that the introduction of new products and technologies 
will not have a material adverse affect on Hypercom's business 
and financial condition.

Developing new products and technologies is a complex, uncertain 
process requiring innovation and accurate anticipation of 
technological and market trends. Hypercom cannot provide complete 
assurance of its ability to successfully:
* Identify, develop, or manufacture new products and 
technologies, 
* Market or support these new products and technologies, 
* Control delays in introducing new products,
* Gain market acceptance for the new products and 
technologies,
* Respond to technological changes and new industry 
standards, and
* Respond to competitors' announcements of new products.

The inability to respond effectively to any of these challenges 
may have a negative impact on Hypercom's business and financial 
success. Hypercom may suffer other business and financial losses 
if it is successful in marketing new products and responding to 
competitive and industry changes. When changes to the product 
line are announced, Hypercom will be challenged to:
* Manage possible shortened life cycles for existing 
products,
* Continue to sell existing products, and
* Prevent customers from returning existing products.


Dependence on Current Management and Key Personnel

George Wallner, Albert A. Irato, Paul Wallner, and Jairo Gonzalez 
are instrumental in Hypercom's development, growth, and 
operations. Hypercom has employment agreements with Mr. Irato and 
Mr. Gonzalez. However it does not have employment agreements with 
George Wallner, Paul Wallner, or any other member of senior 
management. Although Hypercom has no plans to enter into employment 
agreements with other executive officers or key employees, Hypercom 
may review the value of such employment agreements in the future. 

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Hypercom is the beneficiary of key-man life insurance of $1.0 
million on both George Wallner and Paul Wallner. The loss of any 
of the key executives of Hypercom could have a negative effect on 
Hypercom's business and financial condition.
 
Hypercom's continued growth and operations also depend on the 
continued service of other key employees and the hiring of 
qualified new employees. Competition for highly skilled business, 
technical, marketing, and other staff is intense. Competition is 
particularly fierce given the current strong economy for high-
technology companies. In addition, competing for skilled 
employees may result in increased compensation costs. If Hypercom 
is not successful in retaining and hiring qualified staff, 
negative effects on its business and financial condition may 
result.


Excess or Obsolete Inventory

Managing Hypercom's inventory of components and finished products 
is a complex task. Hypercom must avoid maintaining excess 
inventory as a result of: 
* The need to maintain significant inventory of components 
that are in limited supply,
* Buying components in bulk for the best pricing,
* Responding to the unpredictable demand for products,
* Responding to customer requests for quick delivery 
schedules, and
* Storing products made obsolete by new product offerings.

If Hypercom accumulates excess or obsolete inventory, price 
reductions and inventory write-downs may result. Such a situation 
could adversely affect Hypercom's business and financial 
condition.


Competition

Hypercom is active in very competitive markets. Among the main 
competitive factors are the following:
* Product quality
* Reliability
* Performance
* Functionality
* Pricing
* Certification
* Upgradeability

Hypercom's main competition in the electronic payment industry is 
VeriFone, Inc.  Hewlett-Packard Company acquired VeriFone, Inc. 
in 1997. Enterprise networking competitors include Cisco Systems, 
Inc, 3Com Corporation, and Motorola Information Systems Group. 
Some competitors have significantly greater financial and 
technical resources, better name recognition, and a larger 
customer base than Hypercom. 

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Hypercom faces additional competitive challenges in foreign 
countries. These factors include the following:
* Preferences for national vendors,
* Difficulties in obtaining necessary certifications and 
* Difficulties in meeting the requirements of government 
policies

These competitive challenges may result in price discounts or 
other concessions and in sales lost to competitors. As a result, 
Hypercom's business and financial condition could suffer. In 
addition, Hypercom cannot be certain of its ability to compete 
successfully in the future.


Dependence on Certain Suppliers and Third-Party Distributors

Hypercom contracts with an independent manufacturer to build 
networking products. It is also dependent on sole-source 
suppliers for microprocessors, some integrated circuits, and 
other electronic components. Other components are available from 
only a limited number of sources. Hypercom has generally been 
able to obtain adequate supplies of these products. However, in 
the future if Hypercom could not secure enough products or 
develop alternate sources, product introductions or shipments 
could be delayed. Significant delays could have a serious 
negative effect on Hypercom's business and financial condition. 

Hypercom markets and distributes its products to end-users 
through third-party distributors. Third-party distributors are a 
prime channel for distribution in some international markets. In 
the U.S. they are becoming more important, especially for the 
enterprise networking products. Therefore, the ability to market 
and distribute products depends significantly on Hypercom's 
relationship with third-party distributors.  

The performance and financial condition of distributors could 
have a negative impact on Hypercom's business and financial 
condition if:
* Hypercom's relationships with them were to deteriorate,
* They could not perform as expected or pay Hypercom, or
* Local laws prevented Hypercom from using distributors 
that perform poorly.


Reliance on Certain Hypercom POS Systems Customers

Many Hypercom POS Systems sales result from large purchases by a 
few large organizations. Although no one customer accounted for 
more than 10% of Hypercom's net revenue in fiscal 1998, the two 
largest customers accounted for 17.9% of the net that year. The 
five largest accounted for 28.9% of net revenue. 

Hypercom typically enters into one-year purchase agreements with 
its larger customers. These agreements generally provide for 
minimum purchase commitments and do not require the customers to 
buy POS products from Hypercom exclusively.  

Serious negative impacts could result if any of the larger POS 
customers delayed or stopped buying from Hypercom. Hypercom 
expects to continue to rely on a limited number of customers in 
any given period for a significant part of its net revenue.  

<PAGE>                                29

Further, customer demand can be adversely affected by many 
factors including the following:
* Budgetary constraints,
* Changes in the customer's competitive environment,
* Customer involvement in mergers or other strategic 
alignments,
* Price increases by Hypercom or its competitors,
* Personnel changes,
* The number, timing, and significance of new and enhanced 
products, 
* The ability of Hypercom to market new and enhanced 
products, and
* General economic factors.  

Hypercom cannot be assured that its important customers will 
continue to buy its products at historical or any particular 
level.


Impact of Industry Regulation and Standards

Before sales are completed in the United States, Hypercom's 
products must: 
* Meet industry standards as imposed by VISA, MasterCard, 
and others,
* Be certified to connect to some public telecommunications 
networks, 
* Comply with Federal Communications Commission (FCC) 
regulations, and 
* Comply with Underwriters Laboratories regulations.

Similarly, before completing sales in foreign countries, 
Hypercom's products must comply with:
* Local telecommunications standards, 
* Recommendations of quasi-regulatory authorities and
* Recommendations of standards-setting committees.

In addition, public carriers require that equipment connected to 
their networks comply with their own standards. These standards 
in part reflect their currently installed equipment. Some public 
carriers have equipment that does not fully meet current industry 
standards. Hypercom must address this issue in designing 
enterprise-networking products.  

Although Hypercom believes its products currently meet all 
applicable industry standards, it has no assurance that its 
products will comply with future standards. Negative impacts to 
Hypercom's business and financial condition could result in the 
future if Hypercom cannot: 
* Obtain needed regulatory approvals or certifications, 
* Retain domestic or foreign approvals or certifications, 
and 
* Meet new industry standards.

In addition, carriers set the tariffs that govern rates for 
public telecommunications services, including their features and 
capacity.  These services are subject to regulatory approval. 
Changes in the tariffs could have a serious negative effect on 
Hypercom's business and financial condition. 

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Hypercom must comply with state, federal, and international laws 
governing such areas as: 
* Occupational health and safety,
* Minimum wages,
* Work hours and overtime,
* Retirement and profit-sharing plans and severance 
payments, and
* The use, storage, handling, and disposal of dangerous 
chemicals. 

Failure to comply with requirements could impose additional costs 
on Hypercom. Such failure could also require Hypercom to stop 
some activities or otherwise have a serious negative effect on 
Hypercom's business and financial condition.


Product Defects

Hypercom offers very complex products. When they are first 
introduced or released in new versions, they may contain software 
or hardware defects that are difficult to detect and correct. 
Even though Hypercom and customers test all these products, it is 
likely that such errors will continue to be identified after 
products are shipped. 

When they are detected, correcting these defects can be a time-
consuming or impossible task. Software errors may take several 
months to correct, and hardware errors may take even longer. The 
existence of defects and delays in correcting them could result 
in negative consequences including:
* Delays in shipping products,
* Loss of market acceptance for Hypercom products,
* Additional warranty expenses,
* Diversion of resources from product development, and
* Loss of credibility with distributors and customers.

Because Hypercom's POS products are used to process payment 
transactions, the security features of such products are 
important. In general, these products are designed to comply with 
industry practices relating to transaction security. Failure of 
the security features could adversely affect the marketing of 
Hypercom products. Any violation of its product warranties 
resulting from security breaches could result in claims against 
Hypercom.


Dependence on Proprietary Technology

Hypercom seeks to establish and protect the proprietary aspects 
of its products by relying on patent, copyright, trademark, and 
trade secret laws. It also relies on confidentiality, licensing, 
and other contractual arrangements, all of which may provide only 
limited protection. Although Hypercom tries to protect its 
proprietary rights, unauthorized third parties may be able to 
copy some portions of or to reverse engineer products to obtain 
technology that Hypercom regards as proprietary. 

In addition, the laws of certain countries do not protect 
Hypercom's proprietary rights to the same extent as U.S. laws. 
Accordingly, Hypercom may not be able to protect its proprietary 
technology against unauthorized copying or use, which could 
adversely affect Hypercom's competitive position. 

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Hypercom has applied for patents and trademarks that may not be 
granted. If they are granted, the patents may not cover all 
claims Hypercom is trying to protect.  Further, a challenge could 
find any Company patent or trademark invalid and unenforceable.

Hypercom products and technologies incorporate some subject 
matter it believes is in the public domain or otherwise within 
the rights of Hypercom to use. Such products and technologies 
include some designed and provided by third parties. These third 
parties could assert patent or other intellectual property 
infringement claims against Hypercom with respect to its products 
and technologies.  

From time to time, third parties claim that Hypercom's products 
infringe their proprietary rights. Hypercom may experience 
similar claims in the future. Regardless of its merit, any claim 
can be time-consuming, result in costly litigation, and require 
Hypercom to enter into royalty and licensing agreements. The 
terms of these agreements may not be acceptable to Hypercom. If a 
claim against Hypercom is successful and Hypercom fails to 
develop or license a substitute technology quickly, it could be 
adversely affected.

Risks of Potential Acquisitions

Hypercom may acquire or make substantial investments in related 
businesses, technologies, or products in the future. Any 
acquisition or investment would entail various risks including 
the following: 
* The difficulty of assimilating the technologies, 
operations and personnel of the acquired business, 
technology or product, 
* The potential disruption of Hypercom's ongoing business 
and
* The possible inability of Hypercom to obtain the desired 
financial and strategic benefits from the acquisition or 
investment.

These factors could have a serious negative effect on Hypercom's 
business and financial condition.  Future acquisitions and 
investments could also result in the following:
* Substantial cash expenditures,
* Potentially dilutive issuance of equity securities,
* The incurring of additional debt and contingent 
liabilities and
* Amortization expenses related to goodwill and other 
intangible assets that could adversely affect Hypercom's 
business, operating results, and financial condition. 

The acquisition of the assets and business of The Horizon Group, 
Inc. has consumed and will continue to consume substantial 
management attention and resources of Hypercom, and will require 
substantial efforts and entail certain risks in the integration 
of its operations.  There can be no assurance that anticipated 
cost savings or synergies will be achieved.  Hypercom will be 
dependent on the retention and performance of Horizon's existing 
management and employees for the day-to-day management and future 
operation results of the business.

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Voting Control by Existing Stockholders

George Wallner and Paul Wallner together own 63.4% of Hypercom's 
outstanding Common Stock. Accordingly, the Wallners have the 
ability to control the affairs of Hypercom, including the 
election of all directors to Hypercom's Board of Directors. They 
can also, except as otherwise provided by law, approve or 
disapprove other matters submitted to a vote of Hypercom's 
stockholders, including a merger, consolidation, or sale of 
assets. This voting control also may have the effect of delaying 
or preventing a change in control of Hypercom and may affect the 
price investors are willing to pay in the future for shares of 
Hypercom's Common Stock.


Potential Volatility of Stock Price

In recent years, the stock market has experienced extreme price 
changes. The market price of Hypercom's Common Stock has been and 
may continue to be affected by various factors such as the 
following:
* Quarterly variations in Hypercom's operating results,
* Changes in revenue growth rates for specific geographic 
areas, business units, products, or Hypercom as a whole,
* Earnings estimates or changes in estimates by market 
analysts,
* Speculation in the press or analyst community,
* Announcement of new or enhanced products by Hypercom or 
its competitors, and 
* General market conditions or market conditions specific 
to particular industries.

Anti-takeover Effect of Certain Charter and Bylaw Provisions and 
Delaware Law

Hypercom has provisions in its Amended and Restated Certificate 
of Incorporation and Amended and Restated Bylaws, which:
* Make it more difficult for a third party to take control 
of Hypercom,
* Discourage a third party from attempting to take control 
of Hypercom or
* Limit the price some investors are willing to pay for 
shares of Hypercom's Common Stock,
* Enable Hypercom to issue Preferred Stock without a vote 
or other stockholder action, 
* Provide for a classified Board of Directors and regulate 
nominations for the Board of Directors,
* Make it more difficult for stockholders to take certain 
corporate actions, and
* Delay or prevent a change in control of Hypercom. 

In addition, certain provisions of Delaware law applicable to 
Hypercom could also delay a merger, tender offer, or proxy 
contest or make one more difficult.