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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 operation 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 November 1998, the Company purchased membership units of B-Line LLC
("B-Line"), a privately owned company, for $965,000 including $15,000 in
expenses. Based in Seattle, Washington, B-Line provides services to credit card
issuers and other holders of similar receivables. B-Line also purchases credit
card receivables and recovers payments on these accounts.

     In July 2000, the Company, through B.H. Acquisition Limited ("B.H.
Acquisition"), a newly-formed 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. 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. Brittany and CEAI are principally engaged
in the active management of books of reinsurance business from the international
markets.

     In November 2001, the Company, together with Trident and the shareholders
and senior management of Castlewood (the "Castlewood Principals"), completed the
formation of a new venture, Castlewood Holdings Limited ("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
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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 incorporated Castlewood Holdings, plus notes and cash totaling $4.275
million. As part of the transaction, the Company and Trident 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.

     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 are to be used for the purchase of The Toa-Re
Insurance Company (UK) Limited ("Toa-UK"), a London-based subsidiary of The Toa
Reinsurance Company, Limited.

     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,
(collectively, the "River Thames Transaction") 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 January 2003, the Company announced that it will contribute up to $10
million to JCF CFN LLC ("JCF CFN"), an entity controlled by JCF Associates I
LLC, the general partner of J.C. Flowers I LP, of which approximately $3 million
has been funded from cash on hand, in exchange for a 100% economic interest in
JCF CFN. JCF CFN has committed to invest in CFN Investment Holdings LLC ("CFN"),
a newly-formed limited liability company, together with J.C. Flowers I LP, FIT
CFN Holdings LLC (an affiliate of Fortress Investment Group LLC) and affiliates
of Cerberus Capital Management, L.P. The Company intends to use cash on hand to
fund its remaining capital commitment to JCF CFN.

     In March 2003, CFN announced the acquisition in bankruptcy of substantially
all of the assets of Conseco Finance Corporation ("Conseco Finance") for
approximately $785 million. The acquisition was confirmed by the U.S. Bankruptcy
Court for the Northern District of Illinois. The assets consist primarily of a
portfolio of home equity and manufactured housing loan securities as well as the
associated servicing businesses. An unrelated party will simultaneously acquire
the assets of Mill Creek Bank, which houses Conseco Finance's credit card
operations, for approximately $310 million. JCF CFN has also invested in FPS DIP
LLC, a second limited liability company formed by the members of CFN to provide,
together with one of Conseco Finance's existing lenders, up to $125 million of
debtor-in-possession financing to Conseco Finance. The Company expects the
acquisition of substantially all of Conseco Finance's assets by CFN to close in
the second quarter of 2003, at which time the Company will fund its remaining
capital commitment to JCF CFN.
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     In March 2003 the Company announced that Castlewood Holdings and Shinsei
Bank, Ltd. ("Shinsei") signed definitive agreements for the purchase 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 1986 and 1994, when it stopped writing new business and is
currently operating in run-off. The acquisition, which is subject to regulatory
approval in the United Kingdom, will be effected through a newly formed Bermuda
company, which will be jointly owned by Castlewood Holdings and Shinsei and is
expected to close on or about March 31, 2003. Castlewood Holding will receive a
50.1% economic and voting interest and Shinsei will receive a 49.9% economic and
voting interest in the newly formed Bermuda company. Castlewood Holdings' share
of the transaction will be funded from cash on hand.

     There can be no assurance 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 operations of the Company.

     In terms of the Company's on-going search for one or more suitable
operating businesses, 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 dependent upon
new technology or new product development. In sum, there can be no assurance
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.

NO RECENT 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 its operating businesses,
the Company does not have any significant 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.

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 operations of 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.

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FLUCTUATIONS OF THE GROUP'S RESULTS

     The results of companies in the reinsurance industry historically have 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 can 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 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.

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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. Effective December 1, 1998, J. Christopher
Flowers became Vice Chairman of the Board of Directors. Additionally, on March
2, 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.

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.

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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.

INVESTMENT COMPANY ACT OF 1940

     As a result of the Company's Second Amended Plan of Reorganization, as
modified, the Company held shares of First Union common stock as its primary
asset, raising concerns about its status under the Investment Company Act of
1940 (the "1940 Act"). The Company subsequently liquidated all of its First
Union common stock and, except for certain acquisitions disclosed in this
filing, is generally holding the proceeds in cash, cash equivalents and
short-term certificates of deposit. Accordingly, the Company believes that its
status as an inadvertent investment company has been effectively resolved. In
the event the Company again holds securities as its primary asset, then it may
be required to register under the 1940 Act. If the Company were required to
register under the 1940 Act, registration could have material adverse
consequences on the Company's operations. The 1940 Act imposes, among other
things, significant restrictions and requirements on an investment company's
capital structure, the composition and duties of its board of directors, the
custody of its assets, the declaration of dividends, and transactions with its
affiliated persons.

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.

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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 2001. The Company has
remaining NOLs of approximately $37.7 million that may be deductible in the tax
year ended August 31, 2002 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 2002, 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. Further, there can be no assurance that the Company will be able to
deduct the remainder of its NOLs for federal income tax purposes in future
taxable years.

     This Safe Harbor Statement supersedes the Safe Harbor Statement filed as
Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002.

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