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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 Diametrics Medical,
Inc. Forward-looking statements involve risks and uncertainties that may
materially and adversely affect our business, results of operations, financial
condition or prospects, and may cause our actual results to differ materially
from historical results or the results discussed in the forward-looking
statements.

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

We are at an early stage of commercialization with limited operating history

     Founded in 1990, we were engaged primarily in the research, development and
testing of, and the development of manufacturing capabilities for, the IRMA(R)
(Immediate Response Mobile Analysis) System and the Paratrend(R) 7 until 1995.
Since then, we have developed and are marketing product line extensions from
both of these core technology platforms. These primarily include an expansion of
the blood analysis test menu available on the IRMA System, the incorporation of
the IRMA technology into the new Blood Analysis Portal System, co-developed by
the Company and its distribution partner, Philips Medical Systems, and the
extension of the continuous monitoring technology available on the Paratrend 7
to two additional continuous monitoring products, Neotrend(TM) and
Neurotrend(TM). We have limited operating history upon which an evaluation of
our prospects can be made. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered in growing a business in
the evolving, heavily regulated medical device industry, which is characterized
by an increasing number of entrants, intense competition and a high failure
rate.

We depend on distribution partners to sell, market and distribute most of our
products

     We currently market most of our products through two global distribution
partners, Philips Medical Systems ("Philips"), a division of Royal Philips
Electronics, and Codman & Shurtleff ("Codman") who have exclusive distribution
rights for the products they distribute. Our long-term financial outlook is
significantly affected by our distribution partners' success in developing the
market for our products and their level of success in selling our products to
end-user customers. Our distribution partners purchase our products to meet
sales demand of their end-user customers as well as to fulfill their internal
requirements associated with the sales process and contractual purchase
requirements under the respective distribution agreements. Due to our
distributors' significant level of purchases of our products for their internal
use and to meet minimum purchase requirements, our distributors' sales to their
end-user customers in each of the last three years are estimated to be
substantially less than our sales to those distributors over the same period.
The initial three-and-a half year term of the Company's distribution agreement
with Philips ends on October 31, 2002, with the option for three three-year
extensions. The Company is discussing various options for the possible
continuation of a relationship with Philips following the end of the initial
term, which could include a continuation of the distribution relationship with
Philips under modified terms yet to be determined. Although we believe our
distribution partners will successfully perform under the terms of their
respective distribution agreements, any significant failure to do so, or a
significant failure on our part to meet requirements under the distribution
agreements, may result in early termination of the agreement(s). If the
agreements are not renewed, cannot be renewed on acceptable terms or are
terminated, the time and cost required to re-establish distribution channels
with other partners or on our own may be prohibitive, and could have a material


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and adverse effect on our ability to commercialize our products, and on our
financial condition and results of operations.

We have a history of operating losses

     We have only recently begun to generate revenues and have incurred net
operating losses since our inception. We expect to incur net operating losses at
least through 2002. We cannot assure you that we will ever generate substantial
revenues or achieve profitability.

Our success depends upon market acceptance of new technology

     Our success depends upon acceptance of our products by the medical
community as reliable, accurate and cost-effective. Our point-of-care blood
testing and monitoring devices represent a new practice in critical or stat
blood testing, which is currently performed primarily by central and stat
laboratories of hospitals or by independent commercial laboratories. Although
professional awareness of point-of-care blood testing is increasing, most acute
care hospitals have already installed expensive blood testing instruments for
use in their central and stat laboratories and may be reluctant to change
standard operating procedures or incur additional capital expenditures for new
blood analysis equipment. In addition, the limited number of blood analytes that
can be analyzed on our products may cause certain hospitals not to consider
them. We are unable to predict how quickly, if at all, our products will be
accepted by the medical community or, if accepted, predict the volume of our
products or the related disposable cartridges and sensors we can expect to sell.

We face significant industry competition and risk of product obsolescence

     The medical technology industry is characterized by rapidly evolving
technology and intense competition. We are aware of one other commercially
available hand-held point-of-care blood analysis system, which is manufactured
and marketed by i-STAT Corporation, but we expect that manufacturers of central
and stat laboratory testing equipment will also develop new products to maintain
their revenues and market share. Many of our competitors have substantially
greater capital resources, research and development staff, and facilities than
we do, and many of these companies also have greater experience in research and
development, obtaining regulatory approvals, manufacturing, and sales and
marketing. We cannot assure you that our competitors will not succeed in
developing or marketing technologies and products that are more effective or
less expensive than ours that could render our products obsolete or
noncompetitive. Although we believe that our products may offer certain
technological advantages over our competitors' current products, earlier
entrants in the market in a therapeutic area often obtain and maintain
significant market share. Our product pricing is competitive with other
point-of-care suppliers and is, in general, lower in price than centralized
testing labs when the full cost of implementation is considered (i.e.,
equipment, maintenance, facilities and trained lab personnel). Centralized
testing labs also do not provide the convenience and fast turnaround time for
test results that point-of-care products offer. In the future, we may experience
competitive pricing pressures that may cause a decrease in unit prices and sales
levels.

We have limited manufacturing experience

     We must manufacture our products in compliance with regulatory
requirements, in sufficient quantities and on a timely basis, and still maintain
product quality and acceptable manufacturing costs. Our products consist of two
principal components: portable, microprocessor-based instruments and disposable
sensors. We have limited experience producing our products in large commercial
quantities. Although we believe that we will be able to achieve and maintain
product accuracy and reliability when producing in large quantities, on a timely
basis and at an acceptable cost, we cannot assure you that we will be able to do
so. Also, product design changes, equipment failures and manufacturing process
changes may disrupt our existing operations and impact sales.

We depend on 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.


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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. 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. Litigation or regulatory proceedings
may also be necessary to enforce our patents 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.

Our success may depend in part on uncertain government health care policies and
reimbursement by third parties

     The willingness of hospitals to purchase our products may depend on the
extent to which hospitals limit their own capital expenditures due to existing
or future cost reimbursement regulations. In addition, sales volumes and prices
of our products in certain markets will depend in part on the level of
reimbursement to hospitals for blood analysis from third-party payors, such as
government and private insurance plans, health maintenance organizations and
preferred provider organizations. Third-party payors are increasingly
challenging the pricing of medical procedures they consider unnecessary,
inappropriate or not cost-effective. We cannot assure you that current
reimbursement amounts, if any, will not be decreased in the future, and that any
decrease will not reduce the demand for or the price of our products. Any
federal or state health care reform measures could adversely affect the price of
medical devices in the United States, including our products, or the amount of
reimbursement available. We cannot predict whether any reform measures will be
adopted or what impact they may have on us.

We must obtain regulatory approval for new products we develop

     Human diagnostic products are subject to rigorous pre-clinical and clinical
testing mandated by the United States Food and Drug Administration (the "FDA")
and comparable agencies in other countries and, to a lesser extent, by state
regulatory authorities. We have obtained pre-market notification clearances
under Section 510(k) of the Food, Drug and Cosmetic Act (the "FDC Act") to
market at the point-of-care and in hospital laboratories our IRMA SL System to
test blood gases, electrolytes (i.e., inorganic compounds including sodium,
potassium, chloride and ionized calcium), blood urea nitrogen, glucose, lactate
and hematocrit (i.e., concentration of red blood cells) in whole blood, and to
market the Paratrend 7 and Neotrend to monitor blood gases and temperature, and
the Neurotrend system to monitor oxygen, carbon dioxide, acidity and temperature
in the brain. A Section 510(k) clearance is subject to continual review, and
later discovery of previously unknown problems may result in restrictions on
marketing or withdrawal of the product from the market. Our long-term business
strategy includes development of cartridges and sensors for performing
additional blood and tissue chemistry tests, and any new tests will be subject
to the same regulatory process. We cannot assure you that we will be able to
develop additional products or uses or that we will obtain the necessary
clearances for new products and uses on a timely basis or at all.


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     We also market our products in several foreign markets. Requirements vary
widely from country to country, ranging from simple product registrations to
detailed submissions such as those required by the FDA. Our manufacturing
facilities are also subject to FDA inspection on a periodic basis and we and our
contract manufacturers must demonstrate compliance with current Quality System
Regulations promulgated by the FDA. Violations of the applicable regulations at
our manufacturing facilities or the manufacturing facilities of our contract
manufacturers may prevent us from marketing of our products.

Our products and the technicians authorized to use them may be restricted by the
Clinical Laboratory Improvement Act of 1988

     Our products are affected by the Clinical Laboratory Improvement Act of
1988 ("CLIA") which is regulated by the Centers for Medicare and Medicaid
Services. This law is intended to assure the quality and reliability of all
medical testing in the United States regardless of where tests are performed.
The regulations require laboratories performing blood chemistry tests to meet
specified standards in the areas of:

o    personnel qualification,
o    administration,
o    participation in proficiency testing,
o    patient test management,
o    quality control,
o    quality assurance, and
o    inspections.

     The regulations have established three levels of regulatory control based
on test complexity - "waived," "moderate complexity" and "high complexity."
Although the tests performed by our products have been categorized as moderately
complex, we cannot assure you that our products will not be placed in a more
restrictive category. Personnel standards for high complexity tests are more
rigorous than those for moderate complexity tests, requiring more education and
experience. If our products are recategorized as high complexity tests, our
ability to successfully market them to hospitals or other potential buyers may
suffer. We cannot assure you that the CLIA regulations or various state
licensing requirements for technicians will not have a material adverse effect
on our financial condition or results of operation.

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 maintain a general insurance policy which includes
coverage for product liability claims. The policy is limited to a maximum of
$1,000,000 per product liability claim and an annual aggregate policy limit of
$2,000,000. We also carry umbrella liability insurance which provides coverage
up to $10,000,000. We cannot assure you that our existing insurance coverage
limits are adequate to cover any liabilities we might incur or that insurance
will continue to be available on commercially reasonable terms, if at all.

We depend on contract manufacturers and suppliers for key components of our
products

     Our hardware products or portions of our hardware products are manufactured
for us by single vendors, generally from off-the-shelf components. Some
components are supplied by a single source and manufactured to our
specifications. Although we believe that we could find alternative vendors, any
interruption in supply could have a material and adverse effect on our ability
to manufacture our products, and our financial condition and results of
operations.

International operations will expose us to additional risks

     Our two distribution partners sell our products globally, including
international markets, subject to receipt of required foreign regulatory
approvals. We cannot assure you that our distribution partners will devote
adequate


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resources to selling our products internationally. Doing business outside of the
United States also exposes us to various risks that could have a material and
adverse effect on our ability to market our products internationally, including:

o    changes in overseas economic and political conditions,
o    currency exchange rate fluctuations,
o    foreign tax laws, or
o    tariffs or other trade regulations.

     Our business is also expected to subject us and our representatives, agents
and distributors to laws and regulations of the foreign jurisdictions in which
they operate or our products are sold. We may depend on foreign distributors and
agents for compliance and adherence to foreign laws and regulations. We have no
control over most of these risks and may be unable to anticipate changes in
international economic and political conditions, and may be unable to alter our
business practices in time to avoid any adverse effects.

Concentration of ownership may give some shareholders substantial influence and
may prevent or delay a change in control

     As of December 31, 2001, directors, executive officers and principal
shareholders, and certain of their affiliates, owned beneficially approximately
49% of our outstanding common stock, assuming all vested stock options, stock
purchase warrants and convertible debt held by them are exercised or converted.
These shareholders may be able to exercise substantial influence over all
matters requiring shareholder approval, including the election of directors, and
approval of significant corporate transactions. This concentration of ownership
could also have the effect of delaying, deferring or preventing a change in
control of Diametrics Medical, Inc.

We may be unable to meet our future capital requirements

     The full principal balance of our $7.3 million Convertible Senior Fixed
Rate Notes becomes due August 4, 2003, unless the note holders elect prior to
that date to convert the notes into shares of our Common Stock at a conversion
price of $8.40 per share. If the note holders do not exercise the conversion
option or do not elect to extend the due date, we plan to refinance the notes
with debt or equity to the extent cash flows from operations or partnering
activities are not sufficient to retire the notes. There is no assurance that
the Company will be able to refinance the notes or be able to refinance under
favorable terms. We expect that, excluding the impact of retiring or refinancing
the notes, our existing capital resources and proceeds from projected revenues,
supplemented by proceeds from employee stock plans, warrant exercises, asset
based credit and partnering activities, should enable us to maintain our current
and planned operations. Nonetheless, our capital requirements depend on many
factors, including the rate of market acceptance of our products, the level of
resources we devote to expanding our business and manufacturing capabilities,
our research and development activities, the availability of financing for
capital acquisitions and other factors. We cannot accurately predict the timing
and amount of our capital needs. If capital requirements vary materially from
those currently planned, we will require additional capital. Issuing additional
shares of capital stock may be dilutive to our shareholders, and debt financing,
if available, may involve restrictive covenants.


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