UNITED STATES

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 of Report (Date of Earliest Event Reported):

~~November~~December 2120, 2011

BORDERS GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

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~~800) ~~477~~315-~~1100~~7323

(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 7.01

Regulation FD Disclosure.

As previously disclosed, on February 16, 2011, Borders Group, Inc. (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. 11-10614(MG) under the caption “In re Borders Group, Inc., et al.”

On ~~November~~December 2120, 2011, the Debtors filed their monthly operating report for the period from ~~September~~October 2530, 2011 to ~~October~~November 2926, 2011 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Cautionary Statement Regarding Financial Operating Data

The Company 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. The 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.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these forward-looking statements by the use of words such as “projects,” “expect,” “estimated,” “working toward,” “going forward,” “continuing,” “planning,” “returning,” “possibility,” “opportunity,” “guidance,” “goal,” “will,” “may,” “intend,” “anticipates,” 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 subject to risks and uncertainties that could cause actual results and plans to differ materially from those included in the Company’s forward-looking statements. Although it is not possible to predict or identify all such factors, they may include the risks discussed in “Item 1A. — Risk Factors” contained in the Company’s Annual Report on Form 10-K for its fiscal year ended January 29, 2011 filed by the Company with the Securities and Exchange Commission on April 29, 2011, which are incorporated herein by reference.

In the event that the risks and uncertainties disclosed or referred to in this report or discussed in the Company’s other public statements cause the results of the Company to differ materially from those expressed in its forward-looking statements, the Company’s business, financial condition, results of operations or liquidity, and the interests of creditors, equity holders and other constituents, could be materially adversely affected. The Company does not undertake any obligation to update forward-looking statements.

Cautionary Statement Regarding Common Stock

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 for the Company’s 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.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1 Monthly Operating Report for the period from ~~September~~October 2530, 2011 to ~~October~~November 2926, 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:	November 21, 2011	BORDERS GROUP, INC.
Dated: December 20, 2011	BORDERS GROUP, INC.
	By:	~~By:~~/s/ Ojas Shah	~~/s/ Ojas Shah~~
		Ojas Shah	~~Ojas Shah~~
		Chief Financial Officer and Treasurer	~~Chief Financial Officer and Treasurer~~
		(Principal Financial and Accounting Officer)	~~(Principal Financial and Accounting Officer)~~

EXHIBIT INDEX

Exhibit No. Description

Exhibit No.	Description

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

99.1 Monthly Operating Report for the period from September 25, 2011 to October 29, 2011, filed with the United States Bankruptcy Court for the Southern District of New York.

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