Form 4 Brown Paul J For: Oct 01 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown Paul J

(Last)

(First)

(Middle)

100 PHOENIX DRIVE

(Street)

ANN ARBOR

48108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BORDERS GROUP INC [BGP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2009		A		5,808 ⁽¹⁾	A	$ 3.11	5,808	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1. These shares are unrestricted shares granted under the Borders Group, Inc. 2004 Long-Term Incentive Plan. They constitute a portion of the fees payable for services as a Director during the year 2009.

	/s/ By Mark D. Schairer, Authorized Representative	10/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

CONFIRMING STATEMENT


This Statement confirms that the undersigned, Paul J. Brown, has 
authorized and designated each of Thomas D. Carney, Ruth A. Kumaus, 
Roger L. Esterwood and Mark D. Schairer, acting individually, to execute 
and file on the undersigned's behalf Form ID and all Forms 3, 4, 5 and 
144 (including any amendments thereto) that the undersigned may be 
required to file with the U.S. Securities and Exchange Commission as a 
result of the undersigned's ownership of or transactions in securities 
of Borders Group, Inc.  The authority of Thomas D. Carney, 
Ruth A. Kumaus, Roger L. Esterwood and Mark D. Schairer under this 
Statement shall continue until the undersigned is no longer required to
file Forms 3, 4, 5 and 144 with regard to the undersigned's ownership of
or transactions in securities of Borders Group, Inc., unless earlier 
revoked in writing.  The undersigned acknowledges that Thomas D. Carney,
Ruth A. Kumaus, Roger L. Esterwood and Mark D. Schairer are not assuming
any of the undersigned's responsibilities to comply with: (1) Section 16
of the Securities Exchange Act of 1934; (2) requirements relating to the
filing of Form 144; or (3) any other Federal or State Securities or 
other Laws or Regulations.



Date:09/16/2009Paul J. Brown
___________________________________
Paul J. Brown

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