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" 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  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:

-  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,  which  includes  the  need  for  additional  seasonal  borrowing
   capacity

-  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.