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                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                 FORM 10 - Q
   
                                AMENDMENT # 1
    
                                      
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended October 26, 1997

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              For the transition period from          to         .
                                            ----------  ---------

                         Commission file number 1-13740
                                                -------

                              BORDERS GROUP, INC.
                              -------------------
             (Exact name of registrant as specified in its charter)

          MICHIGAN                                       38-3196915    
          --------                                       ----------
  (State or other jurisdiction                        (I.R.S. Employer 
      of incorporation or                              Identification  
       organization)                                        No.)       


            500 East Washington Street,  Ann Arbor,  Michigan  48104
            --------------------------------------------------------
                    (Address of principal executive offices)
                                   (zip code)

                                 (313) 913-1100
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X    No
    -----     -----

     Title of Class                               Shares Outstanding As of  
     --------------                                   December 5, 1997
      Common Stock                                ------------------------    
    ($.001 par value)                                    74,603,841
                            
                              
                                  

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                                   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 thereto duly authorized.

                              BORDERS GROUP, INC.
                              -------------------
                                  (REGISTRANT)





Date:  December 10, 1997                 By: /s/ George R. Mrkonic
                                             --------------------------
                                             George R. Mrkonic
                                             Vice Chairman and Director
                                             (Principal Financial and
                                             Accounting Officer)




                                    (14)
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                              INDEX TO EXHIBITS


   
EXHIBIT NO.                     DESCRIPTION
-----------                     -----------

  EX. 27                        FINANCIAL DATA SCHEDULE