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                                                                      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; 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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