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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,"
"supports," "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 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;

         -        energy shortages or higher than anticipated energy 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;

         -        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.