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

In recent years, our business has been 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., has been 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 alleged
fraudulent actions of a Simon Marketing, Inc. employee in connection with the
McDonald's promotional games administered by Simon Marketing, Inc., both
McDonald's and Philip Morris terminated their relationships with us. 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.

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, we have
terminated a substantial portion of our worldwide workforce. 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. It is anticipated that Simon
Worldwide will be wound up and liquidated, possibly through bankruptcy
proceedings, in the near 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.

PENDING LITIGATION

We and/or our subsidiary Simon Marketing, Inc. ("Simon Marketing") have been
named as defendants in numerous consumer class action and representative action
lawsuits (hereafter variously referred to as, "actions", "complaints" or
"lawsuits") which have been filed in multiple jurisdictions nationwide.
Plaintiffs in these actions assert 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. Some complaints have been
filed which also allege a pattern of racketeering.

Plaintiffs in many of these actions allege, among other things, that defendants,
including us, 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 one rogue employee of Simon Marketing in connection with the
McDonald's promotional games administered by Simon Marketing. 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.
We may be named as a defendant or co-defendant in additional actions which may
be filed alleging similar claims.

Simon Marketing and other co-defendants are seeking to consolidate the various
actions. We are currently involved in negotiations to settle these actions as
part of a single nationwide class action settlement. These lawsuits could harm
our financial condition, results of operations or net cash flows.

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

Also on October 23, 2001, we and Simon Marketing were named as defendants, along
with a former employee of Simon Marketing, and certain other individuals
unrelated to us 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 has 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.

On November 13, 2001, we filed suit against Philip Morris in California Superior
Court for the County of Los Angeles. The complaint, which alleged breach of
contract, unjust enrichment and breach of the implied covenant of good faith and
fair dealing, sought to recover in excess of $4 million in damages resulting
from the termination of our relationship with Philip Morris. We have
subsequently dismissed the action without prejudice so that we could attempt to
resolve this dispute outside of litigation.

We are unable to predict the outcome of the McDonald's complaint, or of our suit
against McDonald's or settlement discussions with Philip Morris, and their
ultimate effects, if any, on our financial condition, results of operations or
net cash flows. If adversely determined, the McDonald's lawsuit against us could
harm our financial condition, results of operations or net cash flows.


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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. We are unable to predict the outcome of
this lawsuit or the ultimate effect, if any, of it on our financial condition,
results of operations or net cash flows.

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 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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