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 the development and ownership of intellectual property; uncertainties
relating to the ability of the company and other companies to enforce their
intellectual property rights; uncertainties relating to economic conditions
(including, but not limited to, the continued weak economic conditions in the
Asia Pacific region and the Latin America region); 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 development and/or deployment of new
products, including digital set-top products and the applications to be used on
such digital set-top products; 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 as both competitors and customers; reliance on software programs used by
the company or its suppliers containing problems related to computations that
must be made in 1999, 2000, and beyond ("Year 2000 Problems") and Year 2000
Problems that may exist in products currently or historically sold to customers
of the company; changes in the financial markets relating to the company's
capital structure and cost of capital; and 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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