<PAGE>

================================================================================

     As filed with the Securities and Exchange Commission on April 12, 2004

                                                     Registration No. 333-______

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               BORDERS GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             Michigan                                    38-3294588
   (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

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

                Borders Group, Inc. 2004 Long-Term Incentive Plan
                            (Full Title of the Plan)

                             Thomas D. Carney, Esq.
                  Vice President, Secretary and General Counsel
                               Borders Group, Inc.
                                100 Phoenix Drive
                            Ann Arbor, Michigan 48108
                     (Name and Address of Agent For Service)
                                 (734) 477-1100
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
 Title Of Each Class Of                             Proposed Maximum       Proposed Maximum
    Securities To Be          Amount To Be         Offering Price Per     Aggregate Offering          Amount Of
       Registered             Registered(1)             Share(2)                 Price            Registration Fee
==================================================================================================================
<S>                           <C>                  <C>                    <C>                     <C>
      Common Stock              3,000,000                $23.89               $71,670,000             $9,080.59
==================================================================================================================
</TABLE>

(1) This registration statement will also cover any additional shares of the
registrant's common stock as may become issuable pursuant to the antidilution
provisions of the Borders Group, Inc. 2004 Long-Term Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act of 1933, and based
on the average high and low price of the registrant's common stock on the New
York Stock Exchange on April 8, 2004.


================================================================================
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Borders Group, Inc. (the "Company") hereby incorporates by reference in
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
January 25, 2004;

         (2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (1) above; and

         (3) The description of the common stock of the Company set forth in the
Form 8-B of the Company dated August 28, 1997.

         All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The validity of the common stock being registered hereby will be passed
upon for the Company by Thomas D. Carney, Esq., Vice President, Secretary and
General Counsel of the Company. As of the date of this Registration Statement,
Mr. Carney beneficially owns 18,346 shares of common stock of the Company and
holds options to purchase 98,000 additional shares of common stock. Mr. Carney
is eligible to participate in the Plan and may receive benefits under the Plan.

Item 6. Indemnification of Directors and Officers.

         Article VIII of the Company's Restated Articles of Incorporation
provides that the Company shall indemnify its directors and officers to the
fullest extent authorized or permitted by the Michigan Business Corporation Act
(the "MBCA"), and such right to indemnification shall continue as to a person
who has ceased to be a director or officer of the Company. The Company is not
obligated to indemnify any director or officer in connection with a proceeding
initiated by such person unless the proceeding was authorized and consented to
by the Board of Directors or unless the proceeding is to enforce rights to
indemnification. The Company may, by action by the Board of Directors, provide
rights to indemnification to employees and agents similar to the foregoing
indemnification of directors and officers.

         Under Sections 561, et seq., of the MBCA, a corporation may indemnify a
director, officer, employee or agent of the corporation (or other entity if such
person is serving in such capacity at the corporation's request) who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal, other than an


<PAGE>

action by or in the right of the corporation, by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation (or such
other entity) against expenses, including attorneys' fees, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if the person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders, and with respect
to any criminal action or proceeding, if the person had no reasonable cause to
believe his conduct was unlawful. In the case of an action brought by or in the
right of a corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation (or other entity if such person is serving
in such capacity at the corporation's request) against expenses, including
attorneys' fees, and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action or suit, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders, except that no
indemnification shall be made for a claim, issue or matter in which the person
has been found liable to the corporation unless a court determines that, despite
the adjudication of liability but in view of all the relevant circumstances,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper. Reasonable expenses (including
attorneys' fees) incurred by a director, officer, employee or agent in defending
any civil, criminal, administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of a written undertaking by or on his or
her behalf to repay the advance if it is ultimately determined that he or she is
not entitled to be indemnified by the corporation and a written affirmation by
such person of his or her good faith belief that he or she is entitled to
indemnification under the standards of conduct of the statute.

         Policies of insurance will be maintained by the Company under which
directors and officers of the Company will be insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been a
director or officer.

         Article VII of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) a violation
of Section 551(l) of the MBCA or (iv) any transaction from which the director
derived an improper personal benefit.

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         4.1(1)   Restated Articles of Incorporation of Borders Group, Inc.

         4.2(2)   Restated Bylaws of Borders Group, Inc.

         5        Opinion of Thomas D. Carney, Vice President, Secretary and
                  General Counsel of the Company, with respect to the legality
                  of the securities being registered hereunder.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Thomas D. Carney (included in Exhibit 5).

         24       Power of Attorney (included in the signature page).


                                       2

<PAGE>

         (1)      Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 24, 1999 (File No.
                  1-13740).
         (2)      Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 28, 2001 (File No.
                  1-13740).

Item 9. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is


                                       3
<PAGE>

asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



                                       4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan, on this 12th day of
April, 2004.

                                BORDERS GROUP, INC.


                                By:  /s/ Gregory P. Josefowicz
                                     -----------------------------------------
                                         Gregory P. Josefowicz
                                         President, Chief Executive Officer
                                         and Director

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Borders Group, Inc.,
hereby severally and individually constitute and appoint Gregory P. Josefowicz
and Thomas D. Carney, and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8, and all instruments necessary or advisable
in connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and other instruments.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
            Name                                                      Title                          Date
            ----                                                      -----                          ----
<S>                                             <C>                                            <C>
/s/  Gregory P. Josefowicz                                 Chairman, President and             April 12, 2004
-----------------------------------------------            Chief Executive Officer
Gregory P. Josefowicz                                   (Principal Executive Officer)

                                                   Senior Vice President and Chief Financial
/s/  Edward W. Wilhelm                           Officer (Principal Financial and Accounting   April 12, 2004
-----------------------------------------------                    Officer)
Edward W. Wilhelm


/s/  Joel J. Cohen                                                 Director                    April 12, 2004
-----------------------------------------------
Joel J. Cohen


/s/  Robert F. DiRomualdo                                          Director                    April 12, 2004
-----------------------------------------------
Robert F. DiRomualdo


/s/  Peter R. Formanek                                             Director                    April 12, 2004
-----------------------------------------------
Peter R. Formanek


/s/  Amy B. Lane                                                   Director                    April 12, 2004
-----------------------------------------------
Amy B. Lane


/s/  Victor L. Lund                                                Director                    April 12, 2004
-----------------------------------------------
Victor L. Lund


/s/  Edna Greene Medford                                           Director                    April 12, 2004
-----------------------------------------------
Edna Greene Medford


/s/  George R. Mrkonic                                             Director                    April 12, 2004
-----------------------------------------------
George R. Mrkonic


/s/  Lawrence I. Pollock                                           Director                    April 12, 2004
-----------------------------------------------
Lawrence I. Pollock


/s/  Beth M. Pritchard                                             Director                    April 12, 2004
-----------------------------------------------
Beth M. Pritchard
</TABLE>




                                       5
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description


4.1(1)            Restated Articles of Incorporation of Borders Group, Inc.

4.2(2)            Restated Bylaws of Borders Group, Inc.

5                 Opinion of Thomas D. Carney, Vice President, Secretary and
                  General Counsel of the Company, with respect to the legality
                  of the securities being registered hereunder.

23.1              Consent of Ernst & Young LLP.

23.2              Consent of Thomas D. Carney (included in Exhibit 5).

24                Power of Attorney (included in the signature page).


(1)               Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 24, 1999 (File No.
                  1-13740).

(2)               Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 28, 2001 (File No.
                  1-13740).
[{"type": "S-8", "sequence": "1", "filename": "k84441sv8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 21506}]
{"company-data": {"conformed-name": "BORDERS GROUP INC", "cik": "0000940510", "assigned-sic": "5940", "irs-number": "383294588", "state-of-incorporation": "DE", "fiscal-year-end": "0126"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114403", "film-number": "04728759"}, "business-address": {"street1": "100 PHOENIX DRIVE", "city": "ANN ARBOR", "state": "MI", "zip": "48108", "phone": "(734) 477-1100"}, "mail-address": {"street1": "100 PHOENIX DRIVE", "city": "ANN ARBOR", "state": "MI", "zip": "48108"}}
================================================================================

     As filed with the Securities and Exchange Commission on April 12, 2004

                                                     Registration No. 333-______

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               BORDERS GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             Michigan                                    38-3294588
   (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

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

                Borders Group, Inc. 2004 Long-Term Incentive Plan
                            (Full Title of the Plan)

                             Thomas D. Carney, Esq.
                  Vice President, Secretary and General Counsel
                               Borders Group, Inc.
                                100 Phoenix Drive
                            Ann Arbor, Michigan 48108
                     (Name and Address of Agent For Service)
                                 (734) 477-1100
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
 Title Of Each Class Of                             Proposed Maximum       Proposed Maximum
    Securities To Be          Amount To Be         Offering Price Per     Aggregate Offering          Amount Of
       Registered             Registered(1)             Share(2)                 Price            Registration Fee
==================================================================================================================
Common Stock              3,000,000                $23.89               $71,670,000             $9,080.59
==================================================================================================================
(1) This registration statement will also cover any additional shares of the
registrant's common stock as may become issuable pursuant to the antidilution
provisions of the Borders Group, Inc. 2004 Long-Term Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act of 1933, and based
on the average high and low price of the registrant's common stock on the New
York Stock Exchange on April 8, 2004.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Borders Group, Inc. (the "Company") hereby incorporates by reference in
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
January 25, 2004;

         (2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (1) above; and

         (3) The description of the common stock of the Company set forth in the
Form 8-B of the Company dated August 28, 1997.

         All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The validity of the common stock being registered hereby will be passed
upon for the Company by Thomas D. Carney, Esq., Vice President, Secretary and
General Counsel of the Company. As of the date of this Registration Statement,
Mr. Carney beneficially owns 18,346 shares of common stock of the Company and
holds options to purchase 98,000 additional shares of common stock. Mr. Carney
is eligible to participate in the Plan and may receive benefits under the Plan.

Item 6. Indemnification of Directors and Officers.

         Article VIII of the Company's Restated Articles of Incorporation
provides that the Company shall indemnify its directors and officers to the
fullest extent authorized or permitted by the Michigan Business Corporation Act
(the "MBCA"), and such right to indemnification shall continue as to a person
who has ceased to be a director or officer of the Company. The Company is not
obligated to indemnify any director or officer in connection with a proceeding
initiated by such person unless the proceeding was authorized and consented to
by the Board of Directors or unless the proceeding is to enforce rights to
indemnification. The Company may, by action by the Board of Directors, provide
rights to indemnification to employees and agents similar to the foregoing
indemnification of directors and officers.

         Under Sections 561, et seq., of the MBCA, a corporation may indemnify a
director, officer, employee or agent of the corporation (or other entity if such
person is serving in such capacity at the corporation's request) who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal, other than an
action by or in the right of the corporation, by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation (or such
other entity) against expenses, including attorneys' fees, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if the person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders, and with respect
to any criminal action or proceeding, if the person had no reasonable cause to
believe his conduct was unlawful. In the case of an action brought by or in the
right of a corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation (or other entity if such person is serving
in such capacity at the corporation's request) against expenses, including
attorneys' fees, and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action or suit, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders, except that no
indemnification shall be made for a claim, issue or matter in which the person
has been found liable to the corporation unless a court determines that, despite
the adjudication of liability but in view of all the relevant circumstances,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper. Reasonable expenses (including
attorneys' fees) incurred by a director, officer, employee or agent in defending
any civil, criminal, administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of a written undertaking by or on his or
her behalf to repay the advance if it is ultimately determined that he or she is
not entitled to be indemnified by the corporation and a written affirmation by
such person of his or her good faith belief that he or she is entitled to
indemnification under the standards of conduct of the statute.

         Policies of insurance will be maintained by the Company under which
directors and officers of the Company will be insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been a
director or officer.

         Article VII of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) a violation
of Section 551(l) of the MBCA or (iv) any transaction from which the director
derived an improper personal benefit.

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         4.1(1)   Restated Articles of Incorporation of Borders Group, Inc.

         4.2(2)   Restated Bylaws of Borders Group, Inc.

         5        Opinion of Thomas D. Carney, Vice President, Secretary and
                  General Counsel of the Company, with respect to the legality
                  of the securities being registered hereunder.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Thomas D. Carney (included in Exhibit 5).

         24       Power of Attorney (included in the signature page).

                                       2
(1)      Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 24, 1999 (File No.
                  1-13740).
         (2)      Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 28, 2001 (File No.
                  1-13740).

Item 9. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is

                                       3
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan, on this 12th day of
April, 2004.

                                BORDERS GROUP, INC.

                                By:  /s/ Gregory P. Josefowicz
                                     -----------------------------------------
                                         Gregory P. Josefowicz
                                         President, Chief Executive Officer
                                         and Director

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Borders Group, Inc.,
hereby severally and individually constitute and appoint Gregory P. Josefowicz
and Thomas D. Carney, and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8, and all instruments necessary or advisable
in connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and other instruments.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name                                                      Title                          Date
            ----                                                      -----                          ----
/s/  Gregory P. Josefowicz                                 Chairman, President and             April 12, 2004
-----------------------------------------------            Chief Executive Officer
Gregory P. Josefowicz                                   (Principal Executive Officer)

                                                   Senior Vice President and Chief Financial
/s/  Edward W. Wilhelm                           Officer (Principal Financial and Accounting   April 12, 2004
-----------------------------------------------                    Officer)
Edward W. Wilhelm

/s/  Joel J. Cohen                                                 Director                    April 12, 2004
-----------------------------------------------
Joel J. Cohen

/s/  Robert F. DiRomualdo                                          Director                    April 12, 2004
-----------------------------------------------
Robert F. DiRomualdo

/s/  Peter R. Formanek                                             Director                    April 12, 2004
-----------------------------------------------
Peter R. Formanek

/s/  Amy B. Lane                                                   Director                    April 12, 2004
-----------------------------------------------
Amy B. Lane

/s/  Victor L. Lund                                                Director                    April 12, 2004
-----------------------------------------------
Victor L. Lund

/s/  Edna Greene Medford                                           Director                    April 12, 2004
-----------------------------------------------
Edna Greene Medford

/s/  George R. Mrkonic                                             Director                    April 12, 2004
-----------------------------------------------
George R. Mrkonic

/s/  Lawrence I. Pollock                                           Director                    April 12, 2004
-----------------------------------------------
Lawrence I. Pollock

/s/  Beth M. Pritchard                                             Director                    April 12, 2004
-----------------------------------------------
Beth M. Pritchard
5
EXHIBIT INDEX

Exhibit No.       Description

4.1(1)            Restated Articles of Incorporation of Borders Group, Inc.

4.2(2)            Restated Bylaws of Borders Group, Inc.

5                 Opinion of Thomas D. Carney, Vice President, Secretary and
                  General Counsel of the Company, with respect to the legality
                  of the securities being registered hereunder.

23.1              Consent of Ernst & Young LLP.

23.2              Consent of Thomas D. Carney (included in Exhibit 5).

24                Power of Attorney (included in the signature page).

(1)               Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 24, 1999 (File No.
                  1-13740).

(2)               Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the year ended January 28, 2001 (File No.
                  1-13740).