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                                                                    EXHIBIT 99.1

                             THE ENSTAR GROUP, INC.

                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                        SAFE HARBOR COMPLIANCE STATEMENT
                         FOR FORWARD-LOOKING STATEMENTS

     In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Section 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. The Enstar Group, Inc. ("Enstar" or
the"Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe harbor
provisions.

     "Forward-looking statements" are defined by the Reform Act. Generally,
forward looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of Enstar. The Company
undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, Enstar undertakes no obligation to
update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over
time.

     Enstar provides the following risk factor disclosure in connection with its
continuing effort to qualify its written and oral forward-looking statements for
the safe harbor protection of the Reform Act and any other similar safe harbor
provisions. The following risk factors, in addition to other information
provided in the Company's periodic and interim reports, should be considered
when evaluating the Company. The risks described below are not the only ones
that Enstar faces. There may be additional risks and uncertainties. If any of
the following risks actually occur, Enstar's business, financial condition or
results of operations could be materially and adversely affected and the trading
price of Enstar's common shares could decline significantly.

ACQUISITIONS; UNCERTAINTY OF ACQUISITION TARGETS; COMPETITION FOR SUITABLE
ACQUISITIONS

     In July 2000, the Company, through B.H. Acquisition, a joint venture with
Castlewood Limited ("Castlewood") and an entity controlled by Trident II, L.P.
("Trident"), acquired as an operating business two reinsurance companies of
PetroFina S.A., a subsidiary of TotalFina Elf S.A. The reinsurance companies,
Brittany Insurance Company Ltd. ("Brittany") and Compagnie Europeenne
d'Assurances Industrielles S.A. ("CEAI"), were purchased by B.H. Acquisition for
$28.5 million. Brittany and CEAI are principally engaged in the active
management of books of reinsurance business from international markets. In
exchange for a capital contribution of approximately $9.6 million, the Company
received 50% of the voting stock and a 33% economic interest in B.H.
Acquisition. As part of the transaction, Castlewood received 33% of the voting
stock and a 45% economic interest in B.H. Acquisition.

     In November 2001, the Company, together with Trident and the shareholders
and senior management (the "Castlewood Principals") of Castlewood, completed the
formation of a new venture, Castlewood Holdings, to acquire and manage insurance
and reinsurance companies, including companies in run-off (insurance and
reinsurance companies that have ceased the underwriting of new policies), and to
provide management, consulting and other services to the insurance and
reinsurance industry (the "Castlewood Holdings Transaction"). The Castlewood
Principals contributed at closing all the shares of Castlewood to Castlewood
Holdings and received in exchange a 33 1/3% economic interest in the
newly-formed Castlewood Holdings, plus notes and cash totaling $4.275 million.
As part of the transaction, the Company and Trident
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made capital commitments of $39.5 million each, totaling $79 million, in
exchange for their 33 1/3% economic interests in Castlewood Holdings. The
Company received 50% of the voting stock of Castlewood Holdings and the
Castlewood Principals and Trident each received 25% of Castlewood Holdings'
voting stock. Castlewood is a private Bermuda-based firm, experienced in
managing and acquiring reinsurance operations.

     As a result of the contribution of Castlewood's outstanding stock to
Castlewood Holdings, the Company's 33% direct economic interest in B.H.
Acquisition increased by an additional 15% indirect economic interest through
Castlewood Holdings. The Company's combined voting interest in B.H. Acquisition
is limited to 50%.

     Immediately following the closing of the Castlewood Holdings Transaction,
the Company and Trident each contributed $12.5 million to Castlewood Holdings.
The Company's capital contribution to Castlewood Holdings was derived from cash
on hand. In August 2002, the Company funded an additional $21 million to
Castlewood Holdings, which also was derived from cash on hand. The funds were
used, in part, to capitalize Fitzwilliam (SAC) Insurance Limited
("Fitzwilliam"), a wholly owned subsidiary of Castlewood Holdings. Fitzwilliam,
based in Bermuda, offers specialized reinsurance protections to related
companies, clients of Castlewood Holdings and other third-party companies. The
remaining commitment of approximately $7.2 million (which includes $6.0 million
of the original commitment amount plus an amount increasing annually at 5% on
the unfunded portion of the original commitment amount) was funded in March 2003
from cash on hand. The funds were used for the purchase of The Toa-Re Insurance
Company (UK) Limited ("Toa-UK"), a London-based subsidiary of The Toa
Reinsurance Company, Limited (described below).

     In conjunction with the closing of the Castlewood Holdings Transaction, the
Company also transferred its shares in Revir Limited ("Revir"), a newly-formed
Bermuda holding company, at cost to Castlewood Holdings. Revir then completed
the acquisition of two reinsurance companies in run-off, River Thames Insurance
Company Limited ("River Thames"), based in London, England, and Overseas
Reinsurance Corporation Limited ("Overseas Reinsurance"), based in Bermuda, from
Rivers Group Limited and Sedgwick Group Limited. The total purchase price of
River Thames and Overseas Reinsurance was approximately $15.2 million.

     In August 2002, Castlewood Holdings purchased Hudson Reinsurance Company
Limited ("Hudson"), a Bermuda-based subsidiary of Amphion Holdings, Inc. for
approximately $4.1 million. Hudson reinsured risks relating to property,
casualty and workers' compensation, on a worldwide basis, and is now
administering the run-off of its claims.

     In March 2003, Castlewood Holdings and Shinsei Bank, Limited ("Shinsei")
completed the acquisition of all of the outstanding capital stock of Toa-UK, a
London-based subsidiary of The Toa Reinsurance Company, Limited, for
approximately $46 million. Toa-UK underwrote reinsurance business throughout the
world between 1980 and 1994, when it stopped writing new business and is
currently operating in run-off. The acquisition was effected through Hillcot
Holdings Ltd. ("Hillcot"), a newly formed Bermuda company, in which Castlewood
Holdings has a 50.1% economic interest and a 50% voting interest. Subsequent to
the acquisition, Toa-UK's name was changed to Hillcot Re Limited. Castlewood
Holdings' share of the transaction was funded from cash on hand. Hillcot is
included in Castlewood Holdings' consolidated financial statements, with the
remaining 49.9% interest reflected as minority interest. J. Christopher Flowers
("Mr. Flowers"), a member of the Company's board of directors and the Company's
largest shareholder, is a director of Shinsei.

     In January 2003, the Company announced a $10 million commitment to JCF CFN
LLC and related entities (collectively, the "JCF CFN Entities"). The JCF CFN
Entities are controlled by JCF Associates I LLC, the managing member of which is
Mr. Flowers, a member of the Company's board of directors and the Company's
largest shareholder. Approximately $3 million of the Company's commitment was
funded in January 2003 from cash on hand. In June 2003, the Company increased
its commitment to $15.3 million, resulting in the Company holding a 60% interest
in the JCF CFN Entities. In addition, in June, 2003 Castlewood Holdings became a
member of the JCF CFN Entities and made a $10.2 million commitment, in exchange
for a 40% interest. Both the Company and Castlewood Holdings have fully funded
their commitments to the JCF CFN Entities.

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     In June 2003, the JCF CFN Entities invested in Green Tree Investment
Holdings LLC (formerly known as CFN Investment Holdings LLC) and related
entities (collectively, "Green Tree"), together with affiliates of J.C. Flowers
I LP, affiliates of Fortress Investment Group LLC and affiliates of Cerberus
Capital Management, L.P. The JCF CFN Entities invested approximately $25.1
million in exchange for a 3.995% interest in Green Tree. Green Tree completed
the purchase of certain assets of Conseco Finance Corp. ("Conseco Finance") for
approximately $630 million in cash plus certain assumed liabilities. The assets
consist primarily of a portfolio of home equity and manufactured housing loan
securities as well as the associated servicing businesses. The JCF CFN Entities
also invested in FPS DIP LLC, a second limited liability company formed by the
members of Green Tree to provide, together with one of Conseco Finance's
existing lenders, up to $125 million of debtor-in-possession financing to
Conseco Finance. J.C. Flowers I LP is a private investment fund, the general
partner of which is JCF Associates I LLC. The JCF CFN Entities account for these
investments under the equity method of accounting. The accompanying condensed
consolidated financial statements reflect the Company's consolidation of the JCF
CFN Entities in accordance with FIN 46.

     In March 2004, the JCF CFN Entities, along with certain affiliates of J.C.
Flowers I LP, signed a definitive agreement for the sale of their entire
interests in Green Tree for cash to FIT CFN Holdings LLC, an affiliate of
Fortress Investment Group LLC, or its assigns. In exchange for their entire
interest, the JCF CFN Entities will receive approximately $40 million in cash.
Of this amount, the Company will receive approximately $24 million and
Castlewood Holdings will receive approximately $16 million. A partial
distribution of approximately $6.2 million has been received by the JCF CFN
Entities. This and any additional distributions which may be made by Green Tree
prior to closing of the sale will reduce the amount to be received at closing.
The sale is expected to close in the third quarter of 2004. The Company
anticipates a realized gain on the sale. Enstar owns a one-third economic
interest in Castlewood Holdings and 50% of its voting stock. The Company and
Castlewood Holdings expect to receive approximately $3.7 million and
approximately $2.5 million, respectively, as their proportionate shares of the
$6.2 million partial distribution.

     We cannot assure you that any of the above acquisitions will be financially
advantageous for the Company. In addition, as described below, the Company's
entry into the reinsurance industry, through the operations of its
partially-owned equity affiliates, Castlewood Holdings and B.H. Acquisition, and
their subsidiaries exposes the Company to risks and uncertainties inherent in
the reinsurance industry which could materially and adversely affect the
business, financial condition and results of operations of the Company.

     The business of any future acquisition target may be subject to numerous,
unpredictable risks. By way of example only, the acquisition target may be
subject to government regulation or may depend upon new technology or new
product development. In sum, we cannot assure you that the Company will make any
acquisition that will bring value or prove financially advantageous to the
Company's shareholders.

     The Company faces intense competition in its search for one or more
operating businesses. The Company competes with strategic and financial buyers
and others looking to acquire suitable operating businesses, who have greater
financial resources and greater flexibility in structuring acquisition
transactions or strategic relationships than the Company.

LIMITED OPERATING HISTORY

     The Company filed for protection under Chapter 11 of the United States
Bankruptcy Code on May 31, 1991, and operated as a reorganized debtor pursuant
to its Second Amended Plan of Reorganization, as modified until July 17, 1997,
when the United States Bankruptcy Court for the Middle District of Alabama
closed the Company's Chapter 11 proceedings by final order.

     Because the Company has only recently acquired some of its operating
businesses, the Company has a limited operating history on which to base its
performance or its prospects. The executive officers and Board of Directors will
select acquisitions for the Company. For certain acquisitions, no shareholder
approval will be necessary. Thus, the Company's prospects must be considered in
light of the risks, expenses and difficulties frequently encountered by
companies in their beginning stages of development.

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SUBSTANTIAL CHANGE IN THE NATURE OF THE COMPANY'S BUSINESS

     The Company's long term viability, profitability and growth depend on its
ability to successfully realize the plans of the Company's management and Board
of Directors. The magnitude of the changes in the Company that have occurred
since its emergence from bankruptcy make it difficult to evaluate its future
prospects on the basis of historical information relating to the Company. In
addition, significant challenges are often encountered in attempting to build a
business upon emerging from bankruptcy.

PARTICIPATION IN THE REINSURANCE INDUSTRY

     Through the Company's partially owned equity affiliates, Castlewood
Holdings and B.H. Acquisition, and their subsidiaries (collectively, with the
Company, "The Group"), the Company has acquired and manages books of reinsurance
business from the international markets. The Company is exposed to the following
risks and uncertainties, among others, through its participation in the
reinsurance industry.

  Fluctuations of the Group's Results

     The reinsurance industry historically has been subject to significant
fluctuations and uncertainties. Factors that affect the industry in general
could also cause The Group's results to fluctuate. The industry's profitability
may be affected significantly by:

     - fluctuations in interest rates, inflationary pressures and other changes
       in the investment environment, which affect returns on invested capital
       and may impact the ultimate payout of loss amounts and the costs of
       administering books of reinsurance business;

     - volatile and unpredictable developments and catastrophic events which
       could adversely affect the recoverability of reinsurance from The Group's
       reinsurers;

     - changes in reserves resulting from different types of claims that may
       arise and the development of judicial interpretations relating to the
       scope of insurers' liability; and

     - the overall level of economic activity and the competitive environment in
       the industry.

  Adequacy of Loss Reserves

     The reinsurance subsidiaries of Castlewood Holdings and B.H. Acquisition
(the "Reinsurance Subsidiaries") are required to maintain reserves to cover
their estimated ultimate liability of losses and loss adjustment expenses for
both reported and unreported claims incurred. These reserves are only estimates
of what the Reinsurance Subsidiaries think the settlement and administration of
claims will cost based on facts and circumstances known to the Reinsurance
Subsidiaries. Because of the uncertainties that surround estimating loss
reserves and loss adjustment expenses, the Reinsurance Subsidiaries cannot be
certain that ultimate losses will not exceed these estimates of losses and loss
adjustment reserves. If the Reinsurance Subsidiaries' reserves are insufficient
to cover their actual losses and loss adjustment expenses, the Reinsurance
Subsidiaries would have to augment their reserves and incur a charge to their
earnings. These charges could be material. The difficulty in estimating the
Reinsurance Subsidiaries' reserves is increased because the Reinsurance
Subsidiaries' loss reserves include reserves for potential asbestos and
environmental liabilities. Asbestos and environmental liabilities are especially
hard to estimate for many reasons, including the long waiting periods between
exposure and manifestation of any bodily injury or property damage, difficulty
in identifying the source of the asbestos or environmental contamination, long
reporting delays and difficulty in properly allocating liability for the
asbestos or environmental damage.

  The Reinsurance Subsidiaries' Reinsurers

     The Reinsurance Subsidiaries are subject to credit risk with respect to
their reinsurers because the transfer of risk to a reinsurer does not relieve
the Reinsurance Subsidiaries of their liability to the insured. In addition,
reinsurers may be unwilling to pay the Reinsurance Subsidiaries even though they
are able to do so. The failure of one or more of the Reinsurance Subsidiaries'
reinsurers to honor their obligations in a timely

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fashion would impact the Reinsurance Subsidiaries' and the Company's cash flows
and reduce their net income and could cause the Reinsurance Subsidiaries and the
Company to incur a significant loss.

  Competition in the Reinsurance Industry

     The acquisition of reinsurance companies in run-off is highly competitive.
The Group competes in international markets with domestic and international
reinsurance companies. Some of these competitors have greater financial
resources than The Group, have been operating for longer than The Group and have
established long-term and continuing business relationships throughout the
reinsurance industry, which can be a significant competitive advantage. As such,
The Group may not be able to compete successfully in the future.

  Insurance Laws and Regulations Restrict Operations

     The Group, through its Reinsurance Subsidiaries, is subject to extensive
regulation under foreign insurance laws. These laws limit the amount of
dividends that can be paid to the Company, Castlewood Holdings and B.H.
Acquisition by their Reinsurance Subsidiaries, impose restrictions on the amount
and type of investments that they can hold, prescribe solvency standards that
must be met and maintained by them and require them to maintain reserves. The
Group's failure to comply with these laws could subject it to fines and
penalties and restrict it from conducting business. The application of these
laws could affect the Company's liquidity and ability to pay dividends on its
common shares and could restrict the Company's ability to expand its business
operations through acquisitions involving the Company's partially owned
affiliates and their subsidiaries.

  Compliance with Insurance Laws and Regulations

     The Company cannot assure that The Group has or can maintain all required
licenses and approvals or that its business fully complies with the wide variety
of applicable laws and regulations or the relevant authority's interpretation of
the laws and regulations. In addition, some regulatory authorities have
relatively broad discretion to grant, renew or revoke licenses and approvals. If
The Group does not have the requisite licenses and approvals or do not comply
with applicable regulatory requirements, the insurance regulatory authorities
could preclude or temporarily suspend The Group from carrying on some or all of
its activities or monetarily penalize The Group. These types of actions could
have a material adverse effect on the Company's business.

DEPENDENCE ON EXECUTIVE OFFICERS, DIRECTORS, AND KEY PERSONNEL

     The success of the Company is highly dependent on the ability of Nimrod T.
Frazer, the Company's Chairman and Chief Executive Officer, and the other
executive officers and directors of the Company to identify and consummate
acquisitions on favorable terms. J. Christopher Flowers has been a director
since October 1996 and for the period December 1998 to July 2003 served as Vice
Chairman of the Board of Directors. Additionally, in March 2000, John J. Oros
was named Executive Vice President and elected as a director of the Company. Mr.
Oros was subsequently elected President and Chief Operating Officer in June
2001. The Company believes Mr. Flowers' and Mr. Oros' extensive business and
financial talent and experience greatly enhance the Company's ability to locate
operating businesses. However, the identification of attractive business
opportunities is difficult and involves a high degree of uncertainty, and there
can be no assurance that the Company's Board of Directors or management will be
successful in identifying attractive business opportunities or successfully
consummating any transactions.

     Additionally, the success of the Company is also dependent, in part, on key
personnel at its partially-owned equity affiliates. The experiences and
reputations of the key personnel in the reinsurance industry are important
factors in their ability to attract new business.

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FOREIGN EXCHANGE LOSSES

     The Group maintains a portion of its investment portfolio in investments
denominated in currencies other than United States dollars. Consequently, The
Group may experience foreign exchange losses.

     Enstar publishes its consolidated financial statements in U.S. dollars.
Therefore, fluctuations in exchange rates used to convert other currencies,
particularly other European currencies including the Euro and British pound,
into U.S. dollars will impact the Company's reported consolidated financial
condition, results of operations and cash flows from year to year.

POSSIBLE VOLATILITY OF STOCK PRICE

     The market price for the Company's common stock may fluctuate substantially
due to, among other things, the following factors:

     - announcements with respect to an acquisition;

     - changes in the value of the Company's assets;

     - quarterly operating results of the Company;

     - changes in general conditions in the economy;

     - the financial markets; and

     - adverse press or news announcements.

     In addition, from time to time the stock market experiences significant
price and volume fluctuations. This volatility affects the market prices of
securities issued by many companies for reasons unrelated to their operating
performance.

GENERAL ECONOMIC RISKS AND BUSINESS CYCLES

     Acquisitions are affected by current economic conditions and the business
cycle. There can be no assurance that economic conditions or the status of the
business cycle will be favorable.

RISK OF NO DIVERSIFICATION

     The Company does not plan to diversify across several industries. In fact,
the Company may decide to acquire additional businesses operating in a single
industry.

FINANCING LIMITATIONS

     The Company may be outbid by another company with respect to any given
acquisition and there may be certain financing contingencies that will restrict
the ability of the Company to make a given acquisition.

ANTITAKEOVER PROVISIONS

     The Company's Articles of Incorporation and Bylaws contain provisions that
may discourage other persons from attempting to acquire control of the Company.
Such provisions include, among others, a classified board of directors and
procedural requirements in connection with shareholder nominations for election
of directors. The Company has also elected to be subject to certain provisions
of the Georgia Business Corporation Code and has adopted a share purchase rights
plan. The market price of the Company's common stock may be affected by the
forgoing provisions and agreements which inhibit or discourage take-over
attempts.

TAX CONSIDERATIONS

     The Company has claimed deductions for net operating loss carryforwards
("NOLs") totaling approximately $56.9 million on its federal income tax returns
for its taxable years ended August 31, 1997 through

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2002. The Company has remaining NOLs of approximately $37.9 million that may be
deductible in the tax year ended August 31, 2003 and future taxable years
(subject to applicable limitations under the Internal Revenue Code). Although
the Company believes that it is entitled to the deductions for NOLs that it has
claimed or intends to claim on its federal income tax returns for the taxable
years ended August 31, 1997 through 2003, there can be no assurance that the
Internal Revenue Service will not challenge the Company's position or as to the
result of any such challenge.

     This Safe Harbor Statement supersedes the Safe Harbor Statement filed as
Exhibit 99.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.

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