EXHIBIT 31.2



BORDERS
GROUP, INC.

STATEMENT
OF EDWARD W. WILHELM,SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF
BORDERS GROUP, INC.PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

| |                                     |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | ----------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | I, Edward W. Wilhelm, certify that: |                                                                                                                                                                                                                                                                                                                     
| | 1)                                  | I have reviewed this quarterly report on Form 10-Q of Borders Group, Inc.;                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 2)                                  | Based on my  knowledge,  this report does not contain any untrue  statement  of a material  fact or omit to state a
material fact  necessary to make the statements  made, in light of the  circumstances  under which such  statements
were made, not misleading with respect to the period covered by this report; |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 3)                                  | Based on my knowledge,  the financial  statements,  and other financial information included in this report, fairly
present in all material  respects the financial  condition,  results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;                        |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 4)                                  | The registrant's other certifying officers and I are responsible for establishing and maintaining
         disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
         the registrant and have:                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                     | a)                                                                                                                                                                                                                                                                                                                   | designed  such  disclosure  controls  and  procedures,  or caused such  disclosure  controls and  procedures  to be
designed under our  supervision,  to ensure that material  information  relating to the  registrant,  including its
consolidated subsidiaries,  is made known to us by others within those entities,  particularly during the period in
which this report is being prepared;                                              | 
| |                                     | b)                                                                                                                                                                                                                                                                                                                   | evaluated the  effectiveness  of the registrant's  disclosure  controls and procedures and presented in this report
our conclusion  about the  effectiveness  of the disclosure  controls and  procedures,  as of the end of the period
covered by this report based on such evaluation; and                                                                                                                                                  | 
| |                                     | c)                                                                                                                                                                                                                                                                                                                   | disclosed in this report any change in the registrants internal control over financial reporting that
                  occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal
                  quarter in the case of an annual report) that has materially affected, or is reasonably likely
                  to materially affect, the registrants internal control over financial reporting; and | 
| | 5)                                  | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of
         internal control over financial reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent functions):   |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                     | a)                                                                                                                                                                                                                                                                                                                   | all significant deficiencies and material weaknesses in the design or operation of internal control over
                  financial reporting which are reasonably likely to adversely affect the registrants ability to
                  record, process, summarize and report financial information; and                                                                                                                                 | 
| |                                     | b)                                                                                                                                                                                                                                                                                                                   | any fraud,  whether or not material,  that involves  management or other  employees who have a significant  role in
the registrant's internal control over financial reporting.                                                                                                                                                                                                                                                               | 

| |                             |                               | 
| | --------------------------- | ----------------------------- | 
| | Date:     November 24, 2004 | By:     /s/ EDWARD W. WILHELM | 
| |                             | Edward W. Wilhelm             | 
| |                             | Senior Vice President and     | 
| |                             | Chief Financial Officer       | 

A signed original of this
written statement required by Section 302 has been provided to Borders Group,
Inc. and will be retained by Borders Group, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.