Exhibit 99.2
                                                                     Page 1 of 3

                            WKI HOLDING COMPANY, INC.
                            -------------------------

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

      The  Private  Securities  Litigation  Reform  Act of 1995 provides a "safe
harbor"  for  forward-looking  statements  to  encourage  companies  to  provide
prospective information about their companies without fear of litigation so long
as  those  statements  are  identified as forward-looking and are accompanied by
meaningful  cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in such forward-looking
statements.  WKI  Holding Company, Inc. ("WKI") desires to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and  is  filing  this  Form  8-K  in  order  to  do  so.

      Forward  looking  statements  are  necessarily dependent upon assumptions,
estimates  and  data  that  may  be incorrect or imprecise and involve known and
unknown  risks,  uncertainties  and other important factors that could cause the
actual  results,  performance or achievements of WKI or any of its subsidiaries,
or  industry  results, to differ materially from any future results, performance
or  achievements  expressed  or  implied  by  such  forward-looking  statements.
Although  WKI  believes  that the expectations reflected in such forward-looking
statements  are reasonable, it can give no assurance that such expectations will
prove  to  have  been  correct. Accordingly, WKI hereby identifies the following
important  factors  as  some  of  the  factors  that could cause WKI's financial
results  to  differ  materially  from  any such results that might be projected,
forecast,  estimated  or  budgeted  by  WKI  in  forward-looking  statements:

     (a)  Heightened  competition,  including  specifically  competition  from
          low-cost,  foreign competitors, the intensification of price
          competition and the development  and  introduction  of  new  products;

     (b)  Higher  selling,  general  and  administrative  expenses,  including
          advertising  and  promotion;

     (c)  Significant  indebtedness  of  WKI;

     (d)  Inability of WKI  to continue to streamline its business and to reduce
          its  current  cost  structure;

     (e)  Difficulties  in  integrating  the  manufacturing  operations  and
          administrative infrastructure of acquired companies with those of WKI
          including, without  limitation,  EKCO  Group,  Inc.  and  General
          Housewares  Corp.;

     (f)  Need to introduce products that represent an improvement over
          existing products,  or  which  are  more  successful  than
          competitors'  innovations;



                                                                    Exhibit 99.2
                                                                     Page 2 of 3


     (g)  Failure  to obtain new customers or retain existing key customers or
          the effects  of

     (h)  inventory  reductions  by  key  accounts;

     (i)  Ability  to  maintain  and  increase shelf space for our products at
          key accounts;

     (j)  Inability to carry out domestic and foreign marketing and sales plans;

     (k)  Decline  in,  or  inability  to  increase, international sales due to
          economic  disruptions  in  certain  foreign countries, or due to
          fluctuations in currency  exchange  rates;

     (l)  Increased manufacturing costs, especially  the cost of raw materials;

     (m)  Loss  of  the  services  of  one  or  more  key  personnel;

     (n)  Changes  in  operating  strategy  or  development  plans;

     (o)  Any protracted labor relations  dispute, including inability to renew
          collective  bargaining  agreements;

     (p)  Changes  in  WKI's  capital  expenditures  plan;

     (q)  Continued  consolidation  in  the  retail  industry;

     (r)  General  domestic  and  foreign  economic  downturns;

     (s)  Changes  in  or  failure  to  comply  with  government  regulations;

     (t)  Potential for conflict between majority shareholders' interests and
          those  of  other  investors;

     (u)  Loss of exclusive  rights to use, royalty free, various intellectual
          property rights under certain licensing agreements with Corning
          Incorporated;

     (v)  Potential increases in discounts to customers due to distribution
          delays;  and

     (w)  Ability  to  obtain  adequate liquidity  for  operations and  capital
          expenditure  program.



                                                                    Exhibit 99.2
                                                                     Page 3 of 3

      The  foregoing  review  of  factors  pursuant  to  the  Private Litigation
Securities  Reform  Act  of 1995 should not be construed as exhaustive or as any
admission  regarding  the  adequacy  of  disclosures  made  by WKI prior to this
filing.  All subsequent written and oral forward-looking statements attributable
to WKI or persons acting on its behalf are expressly qualified in their entirety
by  such  factors.