NOTIFICATION OF THE REMOVAL FROM LISTING
AND REGISTRATION OF THE STATED SECURITIES

New York Stock Exchange LLC (the 'Exchange' or
the 'NYSE') hereby notifies the SEC of its intention
to remove the entire class of Common Stock (the
?Common Stock') of Borders Group, Inc.  (the
'Company') from listing and registration on the
Exchange at the opening of business on
March 21, 2011, pursuant to the provisions of
Rule 12d2-2(b), because, in the opinion of the
Exchange, the Securities are no longer suitable for
continued listing and trading on the Exchange.  The
Exchange's action is being taken in view of the
Company's February 16, 2011 announcement that
it has filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code with the U.S Bankruptcy
Court for the Southern District of New York.  NYSE
Regulation noted the uncertainty as to the timing
and outcome of the bankruptcy process, as well as
the ultimate effect of this process on the Company?s
common stockholders.

Additionally, the Company had previously been
notified that it had fallen below the New York Stock
Exchange?s ('NYSE') continued listing standard for
average closing price of less than $1.00 over a
consecutive 30 trading day period.

1.  The Exchange's Listed Company Manual
(the 'LCM'), subsection 802.01D (Bankruptcy and/or
Liquidation), states that the Exchange would normally
give consideration to suspending or removing from the
list a security of a company when an 'intent to file
under any of the sections of the bankruptcy law has
been announced or a filing has been made or
liquidation has been authorized and the company is
committed to proceed.'

2. The Exchange, on February 16, 2011, determined
that the Common Stock of the Company should be
suspended immediately from trading, and directed the
preparation and filing with the Commission of this
application for the removal of the Common Stock from
listing and registration on the Exchange. The
Company was notified by letter on February 16, 2011.

3.  Pursuant to the above authorization, a press release
was immediately issued and an announcement was
made on the 'ticker' of the Exchange at the opening and
at the close of the trading session on February 16, 2011
of the suspension of trading in the Common Stock.
Similar information was included on the Exchange's website.

4. The Company had a right to appeal to the Committee
for Review of the Board of Directors of NYSE Regulation
the determination to delist its Securities, provided that it
filed a written request for such a review with the Secretary
of the Exchange within ten business days of receiving
notice of delisting determination.  The Company did not
file such request within the specified time period.