Exhibit 99



                             CAUTIONARY STATEMENTS


From time to time, the company may publish, verbally or in written form,
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new products,
research and development activities and similar matters.  In fact, this 
Form 10-Q (or any other periodic reporting documents required by the 1934 Act)
may contain forward-looking statements reflecting the current views of the
company concerning potential future events or developments. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor"
for forward-looking statements. These Cautionary Statements are being made
pursuant to the provisions of the Act and with the intention of obtaining the
benefits of the "safe harbor" provisions of the Act. In order to comply with the
terms of the "safe harbor," the company cautions investors that any forward-
looking statements made by the company are not guarantees of future performance
and that a variety of factors could cause the company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the company's forward-looking statements. The risks
and uncertainties which may affect the operations, performance, development and
results of the company's business include, but are not limited to, the
following: uncertainties relating to economic conditions; uncertainties relating
to government and regulatory policies; uncertainties relating to customer plans
and commitments; the company's dependence on the cable television industry and
cable television spending; signal security; the pricing and availability of
equipment, materials and inventories; technological developments; performance
issues with key suppliers and subcontractors; governmental export and import
policies; global trade policies; worldwide political stability and economic
growth; regulatory uncertainties; delays in testing of new products; rapid
technology changes; the highly competitive environment in which the company
operates; the entry of new, well-capitalized competitors into the company's
markets; changes in the financial markets relating to the company's capital
structure and cost of capital; uncertainties inherent in international
operations; and foreign currency fluctuations. The words "believe," "expect,"
"anticipate," "project," "plan" and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date the statement was made.

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