MILBERG WEISS BERSHAD

HYNES & LERACH LLP

WILLIAM S. LERACH (68581)

ALAN SCHULMAN (128661)

JAMES A. CAPUTO (120485)

JOHN D. BANDIERA (171074)

TOR GRONBORG (179109)

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/231-1058

SPECTOR & ROSEMAN, P.C.

ROBERT M. ROSEMAN

ELLEN GUSIKOFF STEWART (144892)

2000 Market Street

12th Floor

Philadelphia, PA 19103

Telephone: 215/864-2400

WOLF POPPER LLP

ROBERT C. FINKEL

845 Third Avenue

New York, NY 10022

Telephone: 212/759-4600

BERNSTEIN LIEBHARD & LIFSHITZ

MEL E. LIFSHITZ

274 Madison Avenue

New York, NY 10016

Telephone: 212/779-1414

KAUFMAN, MALCHMAN, KIRBY

& SQUIRE, LLP

JEFFREY H. SQUIRE

IRA M. PRESS

919 Third Avenue, 11th Floor

New York, NY 10022

Telephone: 212/371-6600

Attorneys for Plaintiffs

EDWARD RUDOLPH, et al., On Behalf of

Themselves and All Others Similarly Situated,

Plaintiffs,

vs.

S3 INCORPORATED, et al.,

Defendants.

___________________________________

No. C-97-4066-VRW

CLASS ACTION

DATE: June 5, 1998

TIME: 10:30 a.m.

COURTROOM: Honorable Vaughn R. Walker

I, JAMES A. CAPUTO, declare:

1. I am an attorney duly licensed to practice law and am in good standing before the courts of this State. I am also a member of the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, co-counsel for plaintiffs in this action.

2. I make this declaration in support of Moving Parties' Motion for Voluntary Dismissal of Action Without Prejudice. Except as otherwise stated, I have personal knowledge of the facts stated in this declaration and, if called as a witness, could competently testify to them.

3. Attached hereto are true and correct copies of the following documents:

Exhibit A: Sanchez, et al. v. S3, Inc., et al., Case No. C-97-04084 CRB, Notice of Voluntary Dismissal Without Prejudice Pursuant to Rule 41(a)(1)(i) (N.D. Cal. Dec. 15, 1997);

Exhibit B: Kamen, et al. v. S3, Inc., et al., Case No. CV770003, Order re Consolidation of Cases and Appointment of Plaintiffs' Counsel (Santa Clara Sup. Ct. April 27, 1998);

Exhibit C: Sher v. Rohr, Inc., et al., No. 97cv1818-IEG, Order of Dismissal Without Prejudice (S.D. Cal. Jan. 5, 1998);

Exhibit D: Rudolph, et al. v. S3, Inc., et al., No. C-97-4066-VRW, Notice of Publication (Nov. 14, 1997);

Exhibit E: Proposed Notice, Voluntary Dismissal of Class Action Suit Filed Against S3 Incorporated and Its Officers and Directors Alleging Violations of the Federal Securities Laws.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. If called as a witness, I could and would competently testify thereto. Executed this 28th day of April, 1998, at San Diego, California.

___________________________________

JAMES A. CAPUTO

S3II\DCC04098.DEC

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on April 28, 1998, declarant served the DECLARATION OF JAMES A. CAPUTO IN SUPPORT OF MOVING PLAINTIFFS' MOTION FOR VOLUNTARY DISMISSAL OF ACTION WITHOUT PREJUDICE by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

http://securities.milberg.com

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 28th day of April, 1998, at San Diego, California.

______________________________

Sandra Anderson