SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Borders Group, Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

099709107
(CUSIP Number)

Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 29^th Floor
New York, New York 10019
212-813-3700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

with copies to:

Andrew G Dietderich, Esq.
Alan J. Sinsheimer, Esq.
Sullivan & Cromwell LLP
125 Broad Street, New York, New York 10004
212-558-4000

October 1, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		099709107

NAME OF REPORTING PERSON

Pershing Square Capital Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

25,297,880

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

25,297,880

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,297,880

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.62%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of August 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended August 2, 2008 and warrants covering 14,700,000 shares of Common Stock described in Item 4.


CUSIP No.		099709107

NAME OF REPORTING PERSON

PS Management GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

25,297,880

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

25,297,880

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,297,880

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.62%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

² This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of August 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended August 2, 2008 and warrants covering 14,700,000 shares of Common Stock described in Item 4.


CUSIP No.		099709107

NAMES OF REPORTING PERSON

Pershing Square GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

20,037,092

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

20,037,092

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,037,092

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.63%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of August 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended August 2, 2008 and warrants covering 14,700,000 shares of Common Stock described in Item 4.


CUSIP No.		099709107

NAME OF REPORTING PERSON

William A. Ackman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

25,297,880

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

25,297,880

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,297,880

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.62%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁴ This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of August 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended August 2, 2008 and warrants covering 14,700,000 shares of Common Stock described in Item 4.


CUSIP No.		099709107

NAME OF REPORTING PERSON

BGP Holdings Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

8,798,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

8,798,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,798,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.69%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

This Amendment No. 8 (this “Amendment No. 8”) amends and supplements the statement on Schedule 13D, as amended to date (the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), (iv) William A. Ackman, a citizen of the United States of America and (v) BGP Holdings Corp. (collectively, the “Reporting Persons”), relating to the common stock (the “Common Stock”) of Borders Group, Inc., a Michigan corporation (the “Issuer”). Unless otherwise defined herein, terms defined in the Schedule 13D shall have such defined meanings in this Amendment No. 8.

As of October 1, 2008, as reflected in this Amendment No. 8, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 25,297,880 shares of Common Stock (approximately 33.62% of the outstanding shares). This includes warrants covering 14,700,000 shares of Common Stock, which represents 9,550,000 warrants received on April 9, 2008 (as previously disclosed) and an additional 5,150,000 warrants (as further described below in Item 4). The Reporting Persons own cash settled, total return equity swaps covering 4,805,463 notional shares of Common Stock (as previously disclosed). The notional shares that underlie such swaps are not included in the totals set forth in the charts earlier in the Schedule 13D. The aggregate economic exposure of the Reporting Persons to shares of Common Stock, including the aggregate shares of Common Stock beneficially owned by the Reporting Persons plus the aggregate notional shares underlying such swaps, represents approximately 40.1% of the sum of the outstanding shares of Common Stock and the shares of Common Stock underlying such warrants.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented, as follows:

On October 1, 2008, Pershing Square received from the Issuer warrants to purchase 5,150,000 shares of Common Stock at $7.00 per share for a term of 6.5 years, in accordance with the terms of the Warrant Agreement referred to in Item 6, which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.


Date: October 3, 2008	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
		PS Management GP, LLC,
	By:	its General Partner

	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PS MANAGEMENT GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PERSHING SQUARE GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	/s/ William A. Ackman
	William A. Ackman

	BGP HOLDINGS CORP.
	By:
		/s/ William A. Ackman
		Authorized Representative