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                                                                    EXHIBIT 99.1

                               BORDERS GROUP, INC.

          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,"
"seeing," "anticipates," "plans," "agendas," "will," "estimates," "believes,"
"may," "indicates," "forecasts," "focusing," "guidance," "outlook," "projects,"
"initiatives," "strives," "seeks," "goals," "objectives "assumes," "looks,"
"should," "supports," "comfortable with," "confident," 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 and geopolitical 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;

         -    asset impairments relating to under-performing stores or other
              unusual items;

         -    changes in accounting rules;

         -    the continued availability of adequate capital to fund the
              Company's operations;

         -    the timing and amount of insurance recoveries relating to the
              former Borders store at the World Trade Center;

         -    uninsured losses from risks such as terrorism, earthquakes or
              floods for which no, or limited, insurance coverage is maintained;

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

         -    energy shortages or higher than anticipated energy costs;

         -    adverse litigation expenses or results;

         -    unanticipated work stoppages;

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

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

         -    the performance of the Company's strategic initiatives, including
              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.