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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 their use of words such as
"expects," believes" "anticipates," "plans," "will," "estimates," "forecasts,"
"guidance," "opinion," "projects," "intends," "initiatives," "goals," and other
words of similar meaning. One can also 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 guidance), strategic alternatives, marketing and
expansion plans and similar matters. One must carefully consider any such
statement and should understand that many factors could cause actual results to
differ 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. No forward-looking statement can be
guaranteed and actual future results may vary materially. Although it is not
possible to predict or identify all such factors, they may include the
following:

     -    consumer demand for the Company's products, which is believed to be
          related to a number of factors, including 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, 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, which may from time to time include the need for
          additional seasonal borrowing capacity;

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

     -    unanticipated adverse litigation expenses or results;

     -    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;
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     -    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 program and kiosk
          programs.

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



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