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,"   "outlook,"  "opinion,"   "projects,"
"intends," "initiatives," "looks",  "should," "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  projections),   strategic   alternatives,   marketing  and
expansion plans,  such as the impact of Title Sleuth,  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:


o     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;

o     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;

o     the  continued  availability  of  adequate  capital to fund the  Company's
      operations,  which  may from time to time  include  (i) the need for
      additional  seasonal borrowing  capacity,  and (ii) the availability
      of  satisfactory  permanent  financing for properties that have been
      temporarily   financed   through  the  Company's   lease   financing
      facilities;

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

o     unanticipated adverse litigation expenses or results;

o     unanticipated work stoppages;

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

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

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

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

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

o     changes in foreign currency exchange rates; and

o     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.