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",  "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,  financial  performance  (including  sales and
earnings  guidance),  marketing and expansion  plans, Y2K compliance and similar
matters.  One must carefully  consider any such statement and should  understand
that many  factors  could  cause  actual  results and plans to differ from those
included in 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

-    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

-    the performance of the Company's new 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  Company's  Year  2000
     compliance  or systems  enhancements  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.