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                               BORDERS GROUP, INC.
                                  EXHIBIT 99.1


          CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
             REFORM ACT OF 1995 - "SAFE HARBOR" FOR FORWARD-LOOKING
                                   STATEMENTS

This report and other written reports and oral statements made from time to time
by Borders Group, Inc. (the "Company") may contain so-called "forward-looking
statements, all of which are subject to risks and uncertainties. One can
identify these forward-looking statements by the use of words such as "expects,"
"anticipates," "plans," "agenda," "will," "estimates," "believes," "may,"
"indicates," "forecasts," "focusing," "guidance," "outlook," "projects,"
"initiatives," "strives," "seeks," "goals," "anticipate," "looks," "should," and
other words of similar meaning. One also can identify them by the fact that they
do not relate strictly to historical or current facts. These statements are
likely to address the company's growth strategy, future financial performance
(including sales and earnings projections), shareholder value, share
repurchases, strategic alternatives, potential alliances or the anticipated
benefits therefrom, marketing and expansion plans, retail convergence
initiatives, such as Title Sleuth and related capabilities, and the impact of
growth initiatives. One must carefully consider any such statement and should
understand that many factors could cause actual results to differ materially
from the Company's forward-looking statements. These factors include inaccurate
assumptions and a broad variety of risks and uncertainties, including some that
are known and some that are not. Although it is not possible to predict or
identify all such factors, they may include the following:

    -    consumer demand for the Company's products, particularly during the
         holiday season, which is believed to be related to a number of factors,
         including general economic conditions and overall consumer spending
         patterns, weather conditions and, with respect to the mall business,
         overall mall traffic;

    -    an unexpected increase in competition, including Internet competition
         and competition resulting from electronic or other alternative methods
         of delivery of books, music, videos and other products to consumers, or
         unanticipated margin or other disadvantages relative to our
         competitors;

    -    the continued availability of adequate capital to fund the Company's
         operations, including (i) the Company's ability to replace on
         satisfactory terms its current revolving credit facility, which expires
         in October, 2002, and (ii) the availability of satisfactory financing
         for Borders superstores, including permanent financing for properties
         that have been temporarily financed through the Company's lease
         financing facility;

    -    higher than anticipated interest, occupancy, labor, distribution and
         inventory shrinkage costs;

    -    unanticipated adverse litigation expenses or results;

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    -    unanticipated work stoppages;

    -    higher than anticipated costs associated with the closing of
         underperforming stores;

    -    unanticipated increases in the cost of the merchandise sold by the
         Company;

    -    the performance of the Company's strategic initiatives, including the
         Internet and international expansion;

    -    the stability and capacity of the Company's information systems;

    -    unanticipated costs or problems relating to the informational
         technology systems required for the operations of the Company;

    -    changes in foreign currency exchange rates; and

    -    the continued ability of the Company to locate and develop suitable
         sites for its superstore expansion and kiosk programs.

The Company does not undertake any obligation to update forward-looking
statements.