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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 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;

-        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;

-        unanticipated 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 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.