Barnes & Noble Education, Inc.
120 Mountain View Blvd.
Basking Ridge, NJ 07920
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attn: Mr. Scott Anderegg
Barnes & Noble Education, Inc.
Registration Statement on Form S-1
File No. 333-202298
July 13, 2015
Dear Mr. Anderegg:
Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Barnes & Noble Education, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 4:00 p.m. (Eastern Time) on July 15, 2015, or as soon thereafter as practicable.
In connection with this request, the Company acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Kris F. Heinzelman of Cravath, Swaine & Moore LLP at (212) 474-1336, and then send written confirmation to the addressees listed on the cover of the Registration Statement.
| Very truly yours, | ||||
Barnes & Noble Education, Inc. | ||||
| By: | /s/ Bradley A. Feuer | |||
| Name: | Bradley A. Feuer | |||
| Title: | General Counsel and Corporate Secretary | |||
cc: Kris F. Heinzelman, Cravath, Swaine & Moore LLP
