UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~Earliest Event Reported~~15(d): ~~July 29,~~of ~~2011~~ the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

August 22, 2011

BORDERS GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan (State or Other Jurisdiction of Incorporation) 1-13740 (Commission File Number) 38-3294588 (IRS Employer Identification No.)

Michigan	1-13740	38-3294588
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Phoenix Drive ~~Ann Arbor, Michigan 48108 (Address of Principal Executive Offices and Zip Code)~~

~~(734) 477-1100 (Registrant’s~~Ann ~~Telephone Number~~Arbor, ~~including~~Michigan ~~Area Code)~~48108

(Address of Principal Executive Offices and Zip Code)

(734) 477-1100

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

OnAs ~~July 29,~~previously ~~2011~~disclosed, ~~the~~on ~~employment~~February ~~with~~16, 2011, Borders Group, Inc. (the “Company”) and ~~its~~certain ~~subsidiaries~~ of ~~Michael~~its J.subsidiaries ~~Edwards~~(collectively, ~~President~~the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the ~~Company,~~United ~~and~~States ~~Scott~~Bankruptcy D.Code ~~Henry,~~in ~~Executive~~the ~~Vice~~United ~~President~~States ~~and Chief~~Bankruptcy ~~Financial~~Court ~~Officer~~for the Southern District of New York (the ~~Company~~“Bankruptcy Court”), ~~terminated~~Case No. 11-10614(MG) under the caption “In re Borders Group, Inc., et al.”

~~Effective~~On ~~July 29~~August 22, 2011, ~~Holly~~the ~~Felder~~Debtors ~~Etlin,~~filed ~~the~~their ~~Company’s~~monthly ~~Senior~~operating ~~Vice~~report ~~President~~for ~~- Restructuring~~the period from June 26, ~~was~~2011 ~~appointed~~to asJuly ~~President~~30, of2011 (the ~~Company,~~“Monthly ~~and~~Operating ~~Glen~~Report”) ~~Tomaszewski,~~with the ~~Company’s~~Bankruptcy ~~Vice President,~~Court. ~~Chief~~The ~~Accounting~~Monthly ~~Officer~~Operating ~~and~~Report ~~Controller,~~is ~~was~~attached ~~appointed~~ as ~~Treasurer~~Exhibit of99.1 ~~the~~and ~~Company~~is incorporated herein by reference.

~~Ms. Etlin,~~The ~~age~~information ~~54,~~set ~~has~~forth ~~served~~in asthis ~~the~~Item 7.01 ~~Company’s~~and ~~Senior~~the ~~Vice~~attached ~~President — Restructuring since February~~Exhibit ~~2011~~99.1 ~~Ms. Etlin~~shall isnot abe ~~Managing~~deemed ~~Director~~to ofbe ~~AlixPartners,~~“filed” afor ~~global~~purposes ~~business~~of ~~advisory~~Section 18 ~~firm that~~of ~~provides~~the ~~financial~~Securities ~~restructuring,~~Exchange ~~bankruptcy~~Act ~~reorganization~~of ~~and~~1934 ~~other~~or ~~advisory~~otherwise ~~services. AlixPartners~~subject ~~has been engaged since February 2011~~ to ~~provide financial restructuring and bankruptcy reorganization advisory services to~~ the ~~Company~~liabilities ~~and~~of ~~its~~that ~~subsidiaries~~section.

~~Mr. Tomaszewski,~~Cautionary ~~age~~Statement ~~41,~~Regarding ~~has~~Financial ~~served~~Operating ~~as Vice President, Chief Accounting Officer and Controller of the Company since October 2010 and has held various positions within the Company’s financial reporting function since January 1998.~~ Data

~~Item~~The 8Company cautions investors and potential investors not to place undue reliance on the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.01 ~~Other~~The ~~Events~~Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not prepared in accordance with Generally Accepted Accounting Principles in the United States, has not been audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter than or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934 (the “Securities Exchange Act”), and such information may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Securities Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

AsCautionary ~~previously~~Statement ~~disclosed,~~Regarding on February 16, 2011, the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), Case No. 11Forward-~~10614(MG)~~Looking ~~under the caption “In re Borders Group, Inc., et al.”~~ Statements

OnThis ~~July 13,~~report ~~2011,~~contains forward-looking statements within the ~~Company~~meaning ~~entered~~of ~~into~~the anPrivate ~~Agency~~Securities ~~Agreement~~Litigation ~~(the~~Reform ~~“Agency~~Act ~~Agreement”)~~of ~~with Hilco~~1995. ~~Merchant~~One ~~Resources,~~can ~~LLC,~~identify ~~Gordon~~these ~~Brothers~~forward-looking ~~Retail~~statements ~~Partners,~~by ~~LLC,~~the SBuse ~~Capital~~of ~~Group~~words such as “projects,” ~~LLC~~“expect,” ~~Tiger Capital~~“estimated,” ~~Group~~“working toward,” ~~LLC~~“going ~~and~~forward,” ~~Great~~“continuing,” ~~American~~“planning,” ~~Group~~“returning,” ~~LLC.~~“possibility,” A“opportunity,” ~~copy~~“guidance,” of“goal,” ~~the~~“will,” ~~Agency~~“may,” ~~Agreement~~“intend,” is“anticipates,” ~~included~~and ~~as Exhibit 10.1~~other towords ~~the~~of ~~Current~~similar ~~Report~~meaning. onOne ~~Form~~can ~~8-K~~also ~~filed~~identify them by the ~~Company~~fact ~~with~~that ~~the~~they ~~Securities~~do ~~and Exchange~~not ~~Commission~~relate onstrictly ~~July 20,~~to ~~2011~~historical ~~and~~or iscurrent ~~incorporated herein by reference~~facts.

~~The~~These ~~Agency~~statements ~~Agreement~~are ~~provides~~subject ~~for~~to ~~the~~risks ~~sale~~and inuncertainties ~~liquidation~~that ofcould ~~the~~cause ~~inventory,~~actual ~~fixtures~~results and ~~other assets~~plans ofto ~~all~~differ ormaterially ~~substantially~~from ~~all~~those ofincluded in the Company’s ~~retail~~forward-looking ~~book~~statements. ~~stores~~Although asit ~~well~~is asnot ~~certain~~possible ~~other assets~~to ofpredict or identify all such factors, they may include the risks discussed in “Item 1A. — Risk Factors” contained in the Company’s ~~and~~Annual Report on Form 10-K for its ~~subsidiaries.~~fiscal Onyear ~~July 21~~ended January 29, 2011, ~~the~~filed ~~Bankruptcy~~by ~~Court~~the ~~approved~~Company with the ~~Agency~~ ~~Agreement~~Securities and ~~authorized~~Exchange ~~the~~Commission ~~Company~~on toApril ~~commence~~29, ~~its~~2011, ~~sale~~which inare ~~liquidation~~incorporated ~~pursuant~~herein toby ~~the Agency Agreement~~reference.

~~The~~In ~~Company~~the ~~has~~event ~~received~~that ~~an initial payment pursuant to~~ the ~~Agency~~risks ~~Agreement~~and ~~that~~uncertainties ~~the~~disclosed ~~Company has~~or ~~used~~referred to ~~repay~~ in ~~full~~this ~~all~~report ~~outstanding~~or ~~obligations~~discussed ~~under~~in the ~~Senior~~Company’s ~~Secured,~~other ~~Super-Priority Debtor-in-Possession~~public ~~Credit~~statements ~~Agreement~~cause ~~dated~~the asresults of ~~February 16,~~the ~~2011,~~Company asto ~~amended,~~differ ~~among~~materially ~~the~~from ~~Company, Borders,~~those ~~Inc.~~expressed ~~and~~in ~~certain~~its ~~other~~forward-looking ~~subsidiaries~~statements, of the Company’s business, ~~each~~financial ascondition, aresults ~~debtor-in-possession, General~~of ~~Electric~~operations ~~Capital~~or ~~Corporation~~liquidity, inand ~~its~~the ~~individual~~interests ~~capacity~~of ~~and~~creditors, asequity ~~Working~~holders ~~Capital~~and ~~Agent~~other constituents, ~~GA Capital~~could ~~LLC,~~be asmaterially ~~Term~~adversely Baffected. ~~Agent,~~The ~~and~~Company ~~each~~does ~~lender~~not ~~party~~undertake ~~thereto~~any obligation to update forward-looking statements.

The Company’s shareholders are cautioned that trading in shares of the Company’s common stock during the pendency of its Chapter 11 bankruptcy proceedings is highly speculative and poses substantial risks. The Company is currently in the process of liquidation and expects that all outstanding shares of its common stock will be cancelled and extinguished upon confirmation of a Chapter 11 liquidation plan by the Bankruptcy Court. In this event, the Company’s shareholders will not receive or retain any cash, securities or other property on account of their cancelled shares of common stock. As a result, the Company believes that shares of its currently outstanding common stock have no value.Trading

~~prices~~Cautionary ~~for~~Statement ~~the~~Regarding ~~Company’s~~Common common stock may bear little or no relationship to the actual recovery, if any, by holders in our Chapter 11 bankruptcy proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.Stock

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description

99.1	Monthly Operating Report for the period from June 26, 2011 to July 30, 2011, filed with the United States Bankruptcy Court for the Southern District of New York.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 4, 2011	BORDERS GROUP, INC.
Dated: August 22, 2011	BORDERS GROUP, INC.
	By:	/s/ Glen Tomaszewski
		Glen Tomaszewski
		Vice President, Chief Accounting Officer, Controller and Treasurer (Principal Financial Officer)
		Vice President, Chief Accounting Officer, Controller and Treasurer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description

99.1	Monthly Operating Report for the period from June 26, 2011 to July 30, 2011, filed with the United States Bankruptcy Court for the Southern District of New York.

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