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EXHIBIT 99.1

                  AMENDED CAUTIONARY STATEMENT FOR PURPOSES OF
                       THE "SAFE HARBOR" PROVISIONS OF THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From time to time, Simon Worldwide, Inc. ("Simon Worldwide") may provide forward
looking information such as forecasts of expected future performance or
statements about Simon Worldwide's plans and objectives. This information may be
contained in filings with the Securities and Exchange Commission, press releases
or oral statements by the officers of Simon Worldwide. Simon Worldwide desires
to take advantage of the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995 and is including this Exhibit 99.1 in this Form
10-K in order to do so.

Simon Worldwide wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect, Simon
Worldwide's actual results and could cause Simon Worldwide's actual consolidated
results for Simon Worldwide's current quarter and beyond to differ materially
from those expressed in any forward-looking statements made by or on behalf of
Simon Worldwide.

DEPENDENCE ON PRINCIPAL CUSTOMERS WHICH HAVE TERMINATED THEIR RELATIONSHIPS WITH
US

Until August 2001, our business was heavily dependent on purchases of
promotional products by our key customers including Philip Morris Incorporated
("Philip Morris"). Additionally, the business of our subsidiary, Simon
Marketing, Inc., was heavily dependent on purchases of promotional products and
services by McDonald's Corporation ("McDonald's") or its franchisees for which
it receives an annual fee and other payments. As a result of the arrest of
Jerome P. Jacobson ("Mr. Jacobson"), a former employee of Simon Marketing who
subsequently plead guilty to embezzling winning game pieces from McDonald's
promotional games administered by Simon Marketing, both McDonald's and Philip
Morris terminated their relationships with us. No other Company employee was
found or even alleged to have any knowledge of or complicity in his illegal
scheme. We have filed suit against McDonald's and Philip Morris in connection
with their termination of our relationship, and McDonald's has brought suit
against us (See "Pending Litigation"). Our business, sales, financial condition
and results of operations have been and will continue to be materially adversely
affected by the loss of Philip Morris and McDonald's. In addition, the absence
of business from McDonald's and Philip Morris has adversely affected our
relationship with and access to foreign manufacturing sources.

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UNCERTAIN OUTLOOK

As a result of the loss of our two largest customers, McDonald's and Philip
Morris, which represented approximately 86% of our sales base in 2001, the
Company has taken significant actions and will continue to take further action
to reduce its cost structure. Until the loss of our two largest customers and
the pending litigation described below, we had been operating as a multi
national full-service promotional marketing company, specializing in the design
and development of high-impact promotional products and sales promotions. The
majority of our revenue was derived from the sale of products to consumer
product and services companies seeking to promote their brand names and
corporate identities and build brand loyalty. As a result of the loss of these
major customers (as well as our other customers) along with the resulting legal
matters discussed further below, there is substantial doubt about our ability to
continue as a going concern. The Board of Directors of the Company continues to
consider various alternative courses of action for the Company going forward,
including possibly acquiring one or more operating businesses, selling the
Company or distributing its net assets, if any, to shareholders. The decision on
which course to take will depend upon a number of factors including the outcome
of the significant litigation matters in which the Company is involved (See
Pending Litigation). To date, the Board of Directors has made no decision on
which course of action to take. Management believes it has sufficient capital
resources and liquidity to operate the Company for the foreseeable future.

No assurances can be made that the holders of our capital stock will receive any
distributions if Simon Worldwide is wound up and liquidated or if the Company
and its assets are sold

PENDING LITIGATION

Subsequent to August 21, 2001, numerous consumer class action and representative
action lawsuits (hereafter variously referred to as, "actions", "complaints" or
"lawsuits") have been filed in Illinois, the headquarters of McDonald's, and in
multiple jurisdictions nationwide and in Canada. Plaintiffs in these actions
asserted diverse causes of action, including negligence, breach of contract,
fraud, restitution, unjust enrichment, misrepresentation, false advertising,
breach of warranty, unfair competition and violation of various state consumer
fraud statutes. Complaints filed in federal court in New Jersey also alleged a
pattern of racketeering.

Plaintiffs in many of these actions alleged, among other things, that
defendants, including the Company, its subsidiary Simon Marketing, and
McDonald's, misrepresented that plaintiffs had a chance at winning certain
high-value prizes when in fact the prizes were stolen by Mr. Jacobson.
Plaintiffs seek various forms of relief, including restitution of monies paid
for McDonald's food, disgorgement of profits, recovery of the "stolen" game
prizes, other compensatory damages, attorney's fees, punitive damages and
injunctive relief.

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The class and/or representative actions filed in Illinois state court were
consolidated in the Circuit Court of Cook County, Illinois (the "Boland" case).
Numerous class and representative actions filed in California have been
consolidated in California Superior Court for the County of Orange (the
"California Court"). Numerous class and representative actions filed in federal
courts nationwide have been transferred by the Judicial Panel on Multidistrict
Litigation (the "MDL Panel") to the federal district court in Chicago, Illinois
(the "MDL Proceedings"). Numerous of the class and representative actions filed
in state courts other than in Illinois and California were removed to federal
court and transferred by the MDL Panel to the MDL Proceedings.

On April 19, 2002, McDonald's entered into a Stipulation of Settlement (the
"Boland Settlement") with certain plaintiffs in the Boland case pending in the
Circuit Court of Cook County, Illinois (the "Illinois Circuit Court"). The
Boland Settlement purports to settle and release, among other things, all claims
related to the administration, execution and operation of the McDonald's
promotional games, or to "the theft, conversion, misappropriation, seeding,
dissemination, redemption or non-redemption of a winning prize or winning game
piece in any McDonald's Promotional Game," including without limitation claims
brought under the consumer protection statutes or laws of any jurisdiction, that
have been or could or might have been alleged by any class member in any forum
in the United States of America, subject to a right of class members to opt out
on an individual basis, and includes a full release of the Company and Simon
Marketing, as well as their officers, directors, employees, agents, and vendors.
Under the terms of the Boland Settlement, McDonald's agrees to sponsor and run a
"Prize Giveaway" in which a total of fifteen (15) $1 million prizes, payable in
twenty installments of $50,000 per year with no interest, shall be randomly
awarded to persons in attendance at McDonald's restaurants. The Company has been
informed that McDonald's, in its capacity as an additional insured, has tendered
a claim to Simon Marketing's Errors & Omissions insurance carriers, to cover
some or all of the cost of the Boland Settlement, including the cost of running
the "Prize Giveaway," of the prizes themselves, and of attorney's fees to be
paid to plaintiffs' counsel up to an amount of $3 million.

On June 6, 2002, the Illinois Circuit Court issued a preliminary order approving
the Boland Settlement and authorizing notice to the class. On August 28, 2002,
the opt-out period pertaining thereto expired. The Company has been informed
that approximately 250 persons in the United States and Canada purport to have
opted out of the Boland Settlement. Furthermore, actions may move forward in
Canada and in certain of the cases asserting claims not involving the Jacobson
theft. On January 3, 2003, the Illinois Circuit Court issued an order approving
the Boland Settlement and overruling objections thereto. Even if the Boland
Settlement is enforceable to bar claims of persons who have not opted out,
individual claims may be asserted by those persons who are determined to have
properly opted out of the Boland Settlement. Claims may also be asserted in
Canada and by individuals whose claims do not involve the Jacobson theft if a
court were to determine the claim to be distinguishable from and not barred by
the Boland Settlement.

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A hearing on motions to dismiss the remaining cases in the MDL Proceedings are
scheduled on April 29, 2003, other than a case originally filed in federal
district court in Kentucky, in which the plaintiff has opted out of the Boland
Settlement. The plaintiff in that case asserts that McDonald's and Simon
Marketing failed to redeem a purported $1,000,000 winning ticket. This case has
been ordered to arbitration.

Actions pending in California Court had been stayed pending a ruling on the
final approval of the Boland Settlement. Certain of the California plaintiffs
purport to have opted out of the Boland Settlement individually and also on
behalf of all California consumers. In its final order approving the Boland
Settlement, the Illinois court rejected the attempt by the California plaintiff
to opt out on behalf of all California consumers. McDonald's and Simon Marketing
have moved in the California Court to have the class and representative claims
dismissed as well as the claims of individuals who have not properly opted out.
A hearing has been scheduled in that motion for April 14, 2003. Even if the
Boland Settlement is enforceable to bar class and representative actions pending
in California, individual claims may go forward as to those plaintiffs, if any,
who are determined to have properly opted out of the Boland Settlement, or who
have asserted claims not involving the Jacobson theft. The Company does not know
which California and non-California claims will go forward notwithstanding the
Boland Settlement.

On or about August 20, 2002, an action was filed against Simon Marketing in
Florida State Court alleging that McDonald's and Simon Marketing deliberately
diverted from seeding in Canada game pieces with high-level winning prizes in
certain McDonald's promotional games. The plaintiffs are Canadian citizens and
seek restitution and damages on a class-wide basis in an unspecified amount.
Simon Marketing and McDonald's removed this action to federal court on September
10, 2002, and the MDL Panel has transferred the case to the MDL Proceedings in
Illinois, where a motion to dismiss will be heard on April 29, 2003. The
plaintiffs in this case did not opt out of the Boland Settlement.

On or about September 13, 2002, an action was filed against Simon Marketing in
Ontario Provincial Court in which the allegations are similar to those made in
the above Florida action. On October 28, 2002, an action was filed against Simon
Marketing in Ontario Provincial Court containing similar allegations. The
plaintiffs in the aforesaid actions seek an aggregate of $110 million in damages
and an accounting on a class-wide basis. Simon Marketing has retained Canadian
local counsel to represent it in these actions. The Company believes that the
plaintiffs in these actions did not opt out of the Boland Settlement. These
actions are in the earliest stages.

On October 23, 2001, the Company and Simon Marketing filed suit against
McDonald's in California Superior Court for the County of Los Angeles. The
complaint alleges, among other things, fraud, defamation and breach of contract
in connection with the termination of Simon Marketing's relationship with
McDonald's.

Also on October 23, 2001, the Company and Simon Marketing were named as
defendants, along with Mr. Jacobson, and certain other individuals unrelated to
the

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Company or Simon Marketing, in a complaint filed by McDonald's in the United
States District Court for the Northern District of Illinois. The complaint
alleges that Simon Marketing had engaged in fraud, breach of contract, breach of
fiduciary obligations and civil conspiracy and alleges that McDonald's is
entitled to indemnification and damages of an unspecified amount. The federal
lawsuit by McDonald's has been dismissed for lack of federal jurisdiction.
Subsequently, a substantially similar lawsuit was filed by McDonald's in
Illinois state court which the Company has moved to dismiss as a compulsory
counter-claim which must properly be filed in the Company's California state
court action. There has been no ruling on the Company's motion.

The Company is unable to predict the outcome of any or all of the lawsuits
against the Company and their ultimate effects, if any, on the Company's
financial condition, results of operations or net cash flows.

On November 13, 2001, the Company filed suit against Philip Morris in California
Superior Court for the County of Los Angeles, asserting numerous causes of
action arising from Philip Morris' termination of the Company's relationship
with Philip Morris. Subsequently, the Company dismissed the action without
prejudice, so that the Company and Philip Morris could attempt to resolve this
dispute outside of litigation. In 2002, a settlement was reached resulting in a
payment of $1.5 million by Philip Morris to the Company. See Subsequent Events
footnote in the accompanying consolidated financial statements.

In March 2002, Simon Marketing initiated a lawsuit against certain suppliers and
agents of McDonald's in California Superior Court for the County of Los Angeles.
The complaint alleges, among other things, breach of contract and intentional
interference with contractual relations. In July 2002, a stay was granted in the
case on the basis of "forum non conveniens", which would have required the
matter to be refiled in Illinois state court. The Company has filed a writ
appealing such ruling.

On March 29, 2002, Simon Marketing filed a lawsuit against
PricewaterhouseCoopers LLP ("PWC") and two other accounting firms, citing the
accountants' failure to oversee, on behalf of Simon Marketing, various steps in
the distribution of high-value game pieces for certain McDonald's promotional
games. The complaint alleges that this failure allowed the misappropriation of
certain of these high-value game pieces by Mr. Jacobson. The lawsuit, filed in
Los Angeles Superior Court, seeks unspecified actual and punitive damages
resulting from economic injury, loss of income and profit, loss of goodwill,
loss of reputation, lost interest, and other general and special damages. The
defendants' motion to dismiss for "forum non conveniens" has been denied in the
case and, following demurrers by the defendants, the Company has subsequently
filed a first amended complaint against two firms, PWC and one of the two other
accounting firms named as defendants in the original complaint, KPMG LLP. The
defendants' demurrer to the first amended complaint was sustained in part, and a
second amended complaint was filed. No answer is yet due.

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As a result of the above lawsuit, PWC resigned as the Company's independent
public accountants on April 17, 2002. In addition, on April 17, 2002, PWC
withdrew its audit report dated March 26, 2002 filed with the Company's original
2001 Annual Report on Form 10-K. PWC indicated that it believed the lawsuit
resulted in an impairment of its independence in connection with the audit of
the Company's 2001 financial statements. The Company does not believe that PWC's
independence was impaired. On June 6, 2002, the Company engaged BDO Seidman, LLP
as the Company's new independent public accountants. In connection with
obtaining PWC's consent to the inclusion of their audit report dated March 26,
2002 in this Amendment No. 1 on Form 10-K/A to the Company's annual report on
Form 10-K for the year ended December 31, 2001, the Company agreed to indemnify
PWC against any legal costs and expenses incurred by PWC in the successful
defense of any legal action that arises as a result of such inclusion. Such
indemnification will be void if a court finds PWC liable for professional
malpractice. The Company has been informed that in the opinion of the Securities
and Exchange Commission indemnification for liabilities arising under the
Securities Act of 1933 is against public policy and therefore unenforceable. PWC
has provided the Company with a copy of a 1995 letter from the Office of the
Chief Accountant of the Commission which states that, in a similar situation,
his Office would not object to an indemnification agreement of the kind between
the Company and PWC.

We may bring future lawsuits against our suppliers or agents or others. No
assurances can be made that we will bring any such lawsuits or, if initiated,
that any benefits will result from such lawsuits.

DEPENDENCE ON KEY PERSONNEL

We are dependent on several key personnel, including our outside Directors. In
light of the loss of our customers and the pending litigation against us, there
is no assurance that our key personnel can be retained. The loss of the services
of our key personnel could harm our business.

NO CUSTOMER COMMITMENTS

We have no backlog, and do not expect any customer commitments in the future.

INVESTMENTS

In the past, we have made venture type investments in early stage companies.
Many of these investments were in entities whose business depended upon the
Internet. Our Internet venture investments are subject to all the risks inherent
in the Internet marketplace including the growth of the number of users,
concerns about systems and transaction security, continued development of
technological infrastructure, increasing government regulation of the Internet,
rapid technology changes rendering existing technology obsolete, the possibility
of system downtime and/or failure due to technological or other factors, the
possibility that the Internet will not be an accepted medium to conduct
business, and the fact that legal standards relating to intellectual

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property rights in Internet-related business are uncertain and evolving, and are
further subject to valuation volatility. In addition, the early stage Internet
companies have a high degree of dependence on ready access to the capital
markets. No assurances can be made that any of our investments will result in
any benefits to us.

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