SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended January 29, 2000

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

For the transition period from __________ to __________

Commission File No. 1-12302

Barnes & Noble, Inc.
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(Exact name of registrant as specified in its Charter)

Delaware 06-1196501
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

122 Fifth Avenue, New York, NY 10011
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 633-3300
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share New York Stock Exchange
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(Title of Class) (Name of Exchange on
which registered)

Securities registered pursuant to Section 12(b) of the Act: None

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 ____
----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $1,149,576,867 based upon the closing market price
of $23.4375 per share of Common Stock on the New York Stock Exchange as of March
31, 2000.

Number of shares of $.001 par value Common Stock outstanding as of March 31,
2000: 64,081,125

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the 2000 Annual Meeting of
Shareholders are incorporated by reference into Part III.

Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended January 29, 2000 are incorporated by reference into Parts II and IV.

TABLE OF CONTENTS
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Page
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PART I
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Item 1. Business ............................................... 4

Item 2. Properties ............................................. 16

Item 3. Legal Proceedings ...................................... 17

Item 4. Submission of Matters to a Vote of Security Holders .... 18

PART II
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Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters .................................... 18

Item 6. Selected Financial Data................................. 19

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 19

Item 7a. Quantitative and Qualitative Disclosures About Market Risk N/A

Item 8. Financial Statements and Supplementary Data ............ 19

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .................... 19

PART III
--------

Item 10. Directors and Executive Officers of the Registrant ..... 19

Item 11. Executive Compensation ................................. 20

Item 12. Security Ownership of Certain Beneficial Owners and
Management.............................................. 20

Item 13. Certain Relationships and Related Transactions ......... 20

PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on 20
Form 8-K ...............................................

PART I
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ITEM 1. BUSINESS
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General

Barnes & Noble, Inc. (Barnes & Noble or the Company), the nation's
largest bookseller*, as of January 29, 2000 operated 942 bookstores and 526
video game and entertainment software stores. Of the 942 bookstores, 542 operate
under the Barnes & Noble Booksellers, Bookstop and Bookstar trade names, (38 of
which were opened in fiscal 1999), and 400 operate under the B. Dalton
Bookseller, Doubleday Book Shops and Scribner's Bookstore trade names. Through
its 40 percent interest in barnesandnoble.com llc (Barnes & Noble.com), the
Company is the second largest seller of books on the Internet and is the
exclusive bookseller on America Online (AOL). The Company, through its recent
acquisition of Babbage's Etc. LLC (Babbage's Etc.), operates 526 video game and
entertainment software stores under the Babbage's, Software Etc. and GameStop
trade names, and a Web site, gamestop.com. During fiscal 1999, the Company's
share of the consumer book market rose to approximately 15%.

The Company's principal business is the retail sale of trade books
(generally hardcover and paperback consumer titles, excluding educational
textbooks and specialized religious titles), mass market paperbacks (such as
mystery, romance, science fiction and other popular fiction), children's books,
off-price bargain books and magazines. These collectively account for
substantially all of the Company's bookstore sales. Bestsellers represent only
3% of the Barnes & Noble store sales.

The Company's fiscal year is comprised of 52 or 53 weeks, ending on the
Saturday closest to the last day of January. The fiscal year ended January 29,
2000 (fiscal 1999) and the fiscal year ended January 30, 1999 (fiscal 1998) were
comprised of 52 weeks.

The Company's sales increased 16.0% during fiscal 1999 to $3.486
billion from $3.006 billion during fiscal 1998 (which includes a 7.4% increase
attributable to the inclusion of Babbage's Etc. sales for the fourth quarter of
1999). The Company reported an increased operating profit of $232.1 million
(which includes Babbage's Etc.'s fourth quarter operating profit of $15.4
million) up from last year's operating profit of $185.1 million. The Company's
bookstore operating profit increased to $216.7 million up 17.1% from the prior
year.

Expanding bookstore gross margins due to improved occupancy leverage
and a more favorable product mix, combined with solid sales growth were the
major drivers of the 1999 operating results.

On a consolidated basis, the Company's net earnings increased 34.8% in
fiscal 1999 to $124.5 million or $1.75 per diluted share, from $92.4 million or
$1.29 per diluted share for 1998. Bookstores earnings per share increased 22.7%
to $1.62 in fiscal 1999 from $1.32 in fiscal 1998. Babbage's Etc. contributed
$0.10 per diluted share in fiscal 1999.

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*Based upon information reported in trade publications and public filings.

Barnes & Noble Stores

General

Barnes & Noble is the largest operator of book "super" stores in the
United States* with 542 Barnes & Noble stores located in 49 states and the
District of Columbia as of January 29, 2000. With more than 30 years of
bookselling experience, management has a strong sense of customers' changing
needs and the Company leads book retailing with a "community store" concept.
Barnes & Noble's typical store offers a comprehensive title base, a cafe, a
children's section, a music department, a magazine section and a calendar of
ongoing events, including author appearances and children's activities, that
make each Barnes & Noble store an active part of its community.

Barnes & Noble stores range in size from 10,000 to 60,000 square feet
depending upon market size. Barnes & Noble stores opened during fiscal 1999
added 1.0 million square feet to the Barnes & Noble base, bringing the total
square footage to 12.7 million square feet, a 7% increase over the prior year.
Fiscal 1999 sales from Barnes & Noble stores, which contributed 86% of the
Company's total bookstore sales, increased 12.2% to $2.822 billion from $2.515
billion in fiscal 1998. The Company plans to open between 40 and 45 Barnes &
Noble stores in fiscal 2000 which are expected to average 26,000 square feet in
size. The Company believes that the key elements contributing to the success of
the Barnes & Noble stores are:

Proximity to Customers. The Company's strategy is to increase its share
of the consumer book market, as well as to increase the size of the market.
Since it began its "super" store roll-out, the Company has employed a market
clustering strategy. As of January 29, 2000, Barnes & Noble had stores in 148 of
the total 210 DMA markets (Designated Market Area). In 71 of the 148 markets,
the Company has only one Barnes & Noble store. The Company believes its early
market penetration and the stores' proximity to their customers strengthen its
market position and increase its franchise value. Most Barnes & Noble stores are
located in high-traffic areas with convenient access to major commercial
thoroughfares and ample parking. Most stores offer extended shopping hours,
generally 9:00 a.m. to 11:00 p.m., seven days a week.

Dominant Title Selection. Each Barnes & Noble store features an
authoritative selection of books, ranging between 60,000 to 175,000 titles. The
comprehensive title selection is diverse and reflects local interests. In
addition, Barnes & Noble emphasizes books published by small and independent
publishers and university presses. Bestsellers represent only 3% of Barnes &
Noble store sales. Complementing this extensive on-site selection, all Barnes &
Noble stores provide customers with access to the millions of books available to
online shoppers while offering an option to have the book sent to the store or
shipped directly to the customer. The Company believes that its tremendous
selection, including many otherwise hard-to-find titles, builds customer
loyalty. During fiscal 1999 the Company completed installation of BookMaster,
the Company's new in-store operating system, in all Barnes & Noble stores.
BookMaster enhances the Company's existing merchandise replenishment systems,
resulting in higher in-stock positions and better productivity at the store
level through efficiencies in receiving, cashiering and returns processing.

Store Design and Ambiance. Barnes & Noble stores are designed to be
reminiscent of an old world library, with wood fixtures, antique style chairs
and tables, ample public space, a cafe and public restrooms. Barnes & Noble's
literary cafes, for which the Starbucks Corporation is the sole provider of
coffee products, further the image of its "super" stores as a community meeting
place.

* Based upon information reported in trade publications and public filings.

Music Departments. As of January 29, 2000, the Company had 237 Barnes &
Noble stores with music departments which range in size from 1,700 to 7,800
square feet. The music departments generally stock over 50,000 titles in
classical music, opera, jazz, blues and pop rock, tailored to the tastes of the
Company's core customers, the 35 to 45 year age group. Listening stations are
available for customers to preview selected compact disks.

Discount Pricing. Barnes & Noble stores employ a new aggressive
nationwide discount pricing strategy. The current pricing is 40% off publishers'
suggested retail prices for hardcover bestsellers, 30% off paperback bestsellers
and 20% off select feature titles in departments such as children's books and
computer books. The Company believes that its new pricing strategies enable the
Company to increase the discount on the books its customers buy most often while
bringing the Company closer to online pricing.

Marketing and Community Relations. Barnes & Noble stores are launched
with a major grand opening campaign involving extensive print and radio
advertising, direct-mail marketing and community events. Each store plans its
own community-based calendar of events, including author appearances, children's
storytelling hours, poetry readings and discussion groups. The Company believes
its community focus encourages customer loyalty, significant word-of-mouth
publicity and free media coverage. The Company also supports communities through
efforts on behalf of First Book, a national organization dedicated to providing
books to children with little or no access to them outside of school. In
addition, the Company is underwriting the Emmy-award winning PBS children's
television series Reading Rainbow and is the exclusive book sponser of the Poets
& Writers organization.

Merchandising and Marketing

The Company's merchandising strategy for its Barnes & Noble stores is
to be the authoritative community bookstore which carries a dominant selection
of titles in all subjects, including an extensive selection of titles from small
independent publishers and university presses. Each Barnes & Noble store stocks
from 60,000 to 175,000 titles, of which approximately 50,000 titles are common
to all stores; the balance is crafted to reflect the lifestyles and interests of
each store's customers. Before a store opens, the Company's buyers study the
community and customize the title selection with offerings from the store's
local publishers and authors. After the store opens, each Barnes & Noble store
manager is responsible for adjusting the buyers' selection to the interests,
lifestyles and demands of the store's local customers. The Company's proprietary
database, which includes catalogued sales rankings of over 950,000 titles in
over 150 subjects, provides each store with comprehensive title selections in
those subjects in which it seeks to expand. During 1999, the Company completed
the rollout of its state-of-the-art store system, BookMaster. The new store
system greatly enhances store-level customer service and productivity with its
extremely fast register transactions and its title database with more than 2.5
million titles designed specifically for book browsing.

Store Locations and Properties

The Company's experienced real estate personnel select sites for new
Barnes & Noble stores after an extensive review of demographic data and other
information relating to market potential, bookstore visibility and access,
available parking, surrounding businesses, compatible nearby tenants,
competition and the location of other Barnes & Noble stores. Most stores are
located in high-visibility areas adjacent to main traffic corridors in strip
shopping centers or freestanding buildings. The Company has been successful in
converting existing structures into dynamic bookstores in the Barnes & Noble
store format such as conversions of old movie theaters, bowling alleys, power
plants and landmark buildings.

The number of Barnes & Noble stores located in each state and the
District of Columbia as of January 29, 2000 are listed below:

NUMBER NUMBER
STATE OF STORES STATE OF STORES
- ----- --------- ----- ---------

Alaska 1 Missouri 8
Alabama 5 Montana 3
Arizona 12 Nebraska 4
Arkansas 2 Nevada 5
California 75 New Hampshire 4
Colorado 13 New Jersey 20
Connecticut 11 New Mexico 2
Delaware 1 New York 34
Dist. of Columbia 1 North Carolina 15
Florida 37 North Dakota 2
Georgia 12 Ohio 16
Hawaii 1 Oklahoma 5
Idaho 3 Oregon 8
Illinois 24 Pennsylvania 19
Indiana 7 Rhode Island 1
Iowa 3 South Carolina 9
Kansas 4 South Dakota 1
Kentucky 4 Tennessee 8
Louisiana 6 Texas 49
Maine 1 Utah 8
Maryland 9 Vermont 1
Massachusetts 17 Virginia 14
Michigan 15 Washington 16
Minnesota 16 Wisconsin 7
Mississippi 2 Wyoming 1

Expansion

The Company believes its Barnes & Noble store format offers the
greatest opportunity to increase its share of the expanding consumer book market
and intends to strengthen its position as the world's leading operator of book
superstores by opening between 40 and 45 new stores during fiscal 2000.

All stores will be opened under the Barnes & Noble Booksellers trade
name, and positions in those stores will be filled from within the Company
wherever possible.

The Company anticipates that its expansion plans will be supported by
continuing strong demand for consumer books, which has grown over the past five
years at a rate of 4.0% compounded annually and is forecasted to grow 5.9% over
the next five years compounded annually according to Veronis, Suhler &
Associates Communications Industry Forecast.

B. Dalton Stores

General

The Company is the second largest operator of mall bookstores in the
United States.* During fiscal 1999, B. Dalton generated sales of approximately
$426.0 million, or 13.1% of the Company's total bookstore sales, compared with
15.6% of total bookstore sales during fiscal 1998.

Most B. Dalton stores range in size from 2,800 to 6,000 square feet.
These stores stock between 15,000 and 25,000 titles, feature new releases,
bestsellers and children's books, and carry a solid selection of titles in
categories such as business, computers, cooking and reference. B. Dalton employs
a market-by-market discount pricing strategy which generally discounts hardcover
bestsellers from 15% to 25% off the publishers' suggested retail prices. B.
Dalton also offers a Book$avers discount card for an annual fee which allows
customers an additional 10% discount on substantially all purchases. The
Company's 10 Doubleday and five Scribner's bookstores utilize a more upscale
format in select shopping malls and place a greater emphasis on hardcover and
gift books.

The Company is continuing to execute a strategy to maximize returns
from its B. Dalton stores in response to declining sales attributable primarily
to superstore competition. Part of the Company's strategy has been to close
underperforming stores, which has resulted in the closing of between 40 and 90
B. Dalton stores per year since 1989 as leases come up for renewal.

Merchandising and Marketing

Each B. Dalton store carries a solid selection of core titles within
a variety of subject categories which are supplemented by new releases,
bestsellers and other titles specially selected to meet local demand. B.
Dalton's merchandise strategy is to expand title assortments within categories
it believes have significant growth potential, such as children's books, mass
market paperbacks (such as mystery, romance, science fiction and other popular
fiction), publishers' remainders and other bargain books including the Company's
self-published books. B. Dalton's product offerings are merchandised to attract
shoppers responding to movies, television talk show topics and current events.
Each store has the ability to customize its selection to its local customers
based upon their interests and demands.

B. Dalton's advertising and promotional programs focus on point-of-sale
and storefront signage and other in-store promotions designed to attract walk-by
mall traffic. B. Dalton takes full advantage of cooperative advertising funds
made available by publishers and generally limits its expenditures and
promotional programs to the amount of such funds. In addition, stores
customarily incur advertising costs, often in amounts equal to a percentage of
their annual sales, for lease-required advertising of mall-related promotional
events.

Store Locations and Properties

Approximately 90% of B. Dalton stores are located in enclosed
regional shopping malls. The remaining stores are located in strip shopping
centers and central business districts. Site selections and lease renewals for
all B. Dalton stores are made after an extensive review of demographic data,
mall tenants, location within the mall and competitive factors.

The number of B. Dalton stores located in each state and the District
of Columbia as of January 29, 2000 are listed below:

NUMBER NUMBER
STATE OF STORES STATE OF STORES
- ----- --------- ----- ---------
Alabama 1 Montana 2
Arizona 10 Nebraska 3
Arkansas 1 Nevada 3
California 59 New Hampshire 2
Colorado 7 New Jersey 10
Connecticut 3 New Mexico 2
Dist. Of Columbia 3 New York 14
Florida 20 North Carolina 8
Georgia 12 North Dakota 4
Idaho 3 Ohio 20
Illinois 19 Oklahoma 4
Indiana 7 Oregon 6
Iowa 8 Pennsylvania 16
Kansas 5 South Carolina 5
Kentucky 3 South Dakota 2
Louisiana 8 Tennessee 2
Maine 2 Texas 20
Maryland 9 Utah 6
Massachusetts 5 Virginia 11
Michigan 20 Washington 13
Minnesota 18 West Virginia 1
Mississippi 1 Wisconsin 7
Missouri 13 Wyoming 2

Given the Company's continuing plans to execute its strategy to
maximize returns from its B. Dalton division, the Company anticipates it will
continue to realize a decline in the number of B. Dalton stores during fiscal
2000 primarily due to lease expirations. During fiscal 1999, the Company closed
87 B. Dalton stores, primarily as a result of electing not to renew expiring
leases.

Barnes & Noble.com

General

In 1998, the Company and Bertelsmann AG (Bertelsmann) completed the
formation of a limited liability company to operate the online retail
bookselling operations of the Company's wholly owned subsidiary,
barnesandnoble.com inc. (Barnes & Noble.com Inc.). The new entity, Barnes &
Noble.com,

was formed by combining the online bookselling operations of the
Company with funds contributed by the international media company Bertelsmann,
one of the largest integrated media companies in the world. In 1999, Barnes &
Noble.com Inc. completed an initial public offering (IPO) of 28.75 million
shares of Class A Common Stock and used the proceeds to purchase a 20 percent
interest in Barnes & Noble.com. As a result, the Company and Bertelsmann each
retained a 40 percent interest in Barnes & Noble.com.

Barnes & Noble.com has become one of the world's largest Web sites and
the fourth largest e-commerce site, according to Media Metrix. Focused largely
on the sale of books, music, software, magazines, prints, posters and related
products, Barnes & Noble.com has capitalized on the recognized brand value of
the Barnes & Noble name to become the second largest, and one of the fastest
growing, online distributors of books. Customers can choose from millions of new
and out-of-print titles and enjoy a variety of related content such as author
chats, book synopses and reader reviews. The site also offers thousands of
bargain books discounted up to 91 percent, the most popular software and
magazine titles, as well as gift items for every occasion. Barnes & Noble.com
recently launched its Prints & Posters Gallery, a unique collection of images
that can be produced on demand on museum-quality canvas or high-quality paper,
and its eCards service, an exclusive selection of greeting card images that can
be personalized and enhanced with animation and music. With access to Barnes &
Noble's more than 750,000 in-stock titles, Barnes & Noble.com has the largest
standing inventory of any online bookseller ready for immediate delivery. The
URL makes the site easy to find. The Barnes & Noble.com
affiliate network has more than 300,000 members and maintains strategic
alliances with major Web portals and content sites, such as AOL, Lycos and MSN.
Barnes & Noble.com is also a leader in business-to-business e-commerce with its
unique Business Solutions program.

Babbage's Etc. LLC

General

On October 28, 1999, the Company acquired Babbage's Etc., one of the
nation's largest operators of video game and entertainment software stores. As a
result of the acquisition, the Company operated 526 video game and entertainment
software stores located in 47 states and Puerto Rico as of January 29, 2000,
under the Babbage's, Software Etc. and GameStop trade names, and a Web site,
gamestop.com. The Company's video game and entertainment software stores range
in size from 500 to 5,000 square feet (averaging 1,500 square feet) depending
upon market size. Stores feature video game hardware, software, PC entertainment
software and a multitude of accessories. As of January 29, 2000, the Company
offered a selection of more than 1,000 video game titles and 700 PC
entertainment software titles.

Merchandising and Marketing

Babbage's Etc. designs its stores to provide an electronic gaming
atmosphere with an engaging and visually captivating layout. Babbage's Etc.'s
store design and fixturing maximize point of sale marketing opportunities both
for Babbage's Etc. and its vendors.

The pricing strategy is designed to offer value to its customers by
maintaining competitive prices in each market while at the same time giving
customers added benefits, such as offering customer satisfaction return
privileges, accepting used game trade-ins for new products and a pre-sale
reservation service.

Store Locations and Properties

Babbage's Etc. stores are mainly in prime locations in regional
shopping malls or other high traffic locations in markets with desirable
demographics. All new stores, lease renewals, relocations and major remodels are
evaluated on the basis of their return on investment, strategic positioning and
condition of the market.

The number of Babbage's Etc. stores located in each state and
Commonwealth as of January 29, 2000 are listed below:

NUMBER NUMBER
STATE OF STORES STATE OF STORES
- ----- --------- ----- ---------
Alabama 8 Montana 4
Alaska 2 Nebraska 3
Arizona 7 Nevada 1
Arkansas 3 New Hampshire 4
California 49 New Jersey 27
Colorado 11 New Mexico 3
Connecticut 6 New York 25
Florida 26 North Carolina 11
Georgia 13 North Dakota 4
Hawaii 8 Ohio 25
Idaho 2 Oklahoma 5
Illinois 20 Oregon 6
Indiana 7 Pennsylvania 22
Iowa 8 Puerto Rico 3
Kansas 2 South Carolina 6
Kentucky 8 South Dakota 2
Louisiana 10 Tennessee 11
Maine 1 Texas 42
Maryland 13 Utah 8
Massachusetts 11 Virginia 19
Michigan 21 Vermont 1
Minnesota 6 Washington 16
Mississippi 3 West Virginia 8
Missouri 14 Wisconsin 11

Expansion

Babbage's Etc.'s aggressive growth strategy is to continue to open new
stores in its target markets and expand throughout the country. Babbage's Etc.
believes its attractive store design offers the greatest opportunity to increase
its share of the expanding video game and entertainment market and intends to
strengthen its position by opening approximately 90 new stores during fiscal
2000.

Babbage's Etc. anticipates that its expansion plans will be supported
by continuing strong demand in the interactive entertainment market, which has
grown over the past five years at a rate of 9.1% compounded annually and is
forecasted to grow 11.8% over the next five years compounded annually according
to Veronis, Suhler & Associates Communications Industry Forecast.

Other Strategies

Proprietary Publishing. With publishing and distribution rights to over
2,000 titles covering a wide range of subject categories, Barnes & Noble offers
customers high-quality books at exceptional values. Barnes & Noble
differentiates its product offerings from those of its competitors by publishing
books under its own imprints for sale in its retail stores, online and through
direct-mail catalogs. As part of this activity, the Company licenses titles
directly from domestic and international publishers as well as from literary
agents, commissions books directly from authors, reprints classic titles in the
public domain and creates collections of fiction and non-fiction using in-house
editors. By self-publishing books, the Company is able to significantly lower
its merchandise costs and pass on a portion of the savings to its customers.
While the prices of these books represent significant value to customers, they
also generate substantially higher gross profit margins than those realized on
sales of non-proprietary books.

Strategic Investments

The Company maintains an equity investment in iUniverse.com, the
Internet's largest publishing portal. The Company also maintains an equity
investment in Calendar Club LLC, an operator of seasonal calendar kiosks both in
the United States and internationally.

Store Operations

The Company has seasoned management teams for its Barnes & Noble, B.
Dalton and Babbage's Etc. stores, including those for real estate, merchandising
and store operations. Field management includes regional store directors and
district managers supervising multiple store locations. Each Babbage's Etc.
store generally employs a manager, an assistant manager and between two and 10
sales associates, most of whom are part-time employees. Each B. Dalton store
generally employs a manager, an assistant manager and approximately seven full-
and part-time booksellers. By comparison, each Barnes & Noble store generally
employs a manager, two assistant managers and approximately 40 full- and
part-time booksellers. Most Barnes & Noble stores also employ a full-time
community relations manager. The large employee base provides the Company with
experienced booksellers and interactive gaming experts to fill positions in the
Company's new Barnes & Noble and Babbage's Etc. stores. The Company anticipates
that a significant percentage of the personnel required to manage its expanding
business will continue to come from within its existing operations.

Field management for all of the Company's bookstores and video game and
entertainment software stores, including regional store directors, district
managers and store managers, participate in a bonus program tied to sales. The
Company believes that the compensation of its field management is competitive
with that offered by other specialty retailers of comparable size.

The Company has a 12-week manager training program in which existing
store managers train new store managers in all areas of store operations. Store
managers are generally responsible for training other booksellers and video game
and entertainment software employees in accordance with detailed procedures and
guidelines prescribed by the Company, utilizing training aids available at each
bookstore and video game and entertainment software store. In addition, district
managers participate in semi-annual training and merchandising conferences.

The Company's culture of outgoing, helpful and knowledgeable
booksellers consists of 32,000 full- and part-time booksellers operating nearly
1,000 bookstores as of January 29, 2000. Barnes & Noble has created nearly 3,000
new jobs nationwide during fiscal 1999 primarily due to its Barnes & Noble
bookstore expansion. Babbage's Etc. has cultivated a work environment that
attracts

knowledgeable employees who are actively interested in video games and
entertainment software. Babbage's Etc. employed approximately 5,400 full- and
part-time employees as of January 29, 2000.

Purchasing

Barnes & Noble's buyers negotiate terms, discounts and cooperative
advertising allowances with publishers for all of the Company's bookstores. The
Company's increased use of its distribution center enables it to maximize
available discounts and the Company's multiple strategies greatly enhance its
ability to create customized marketing programs with many of its vendors. The
Company has teams of buyers who specialize in customizing inventory for each of
the Company's bookselling strategies. Store inventories are further customized
by the store managers, who may respond to local demand by purchasing a limited
amount of fast-selling titles through a nationwide wholesaling network.

The Company purchases books on a regular basis from over 1,700
publishers and approximately 50 wholesale distributors. Purchases from the top
five suppliers (including publishers and wholesale distributors) accounted for
approximately 38% of the Company's book purchases during fiscal 1999, and no
single supplier accounted for more than 16% of the Company's purchases during
this period. Consistent with retail book industry practice, substantially all of
the Company's book purchases are returnable for full credit, a practice which
substantially reduces the Company's risk of inventory obsolescence.

Publishers control the distribution of titles by virtue of copyright
protection, which limits availability on most titles to a single publisher.
Since the retail, or list, prices of titles, as well as the retailers' cost
price, are also generally determined by publishers, the Company has limited
options concerning availability, cost and profitability of its book inventory.
However, these limitations are mitigated by (i) the substantial number of titles
available (over 2.5 million), (ii) the Company's ability to maximize available
discounts and (iii) its positive relationships with publishers, which are
enhanced by the Company's significant purchasing volume.

Publishers periodically offer their excess inventory in the form of
remainder books to book retailers and wholesalers through an auction process
which generally favors booksellers such as the Company who are able to buy
substantial quantities. These books are generally purchased in large quantities
at favorable prices and are then sold to consumers at significant discounts off
publishers' list prices.

Babbage's Etc. maintains strong relationships with each of the major
video game and PC entertainment software manufacturers and publishers. These
relationships ensure the Company has early access to "hot" titles and an
adequate supply of popular titles and hardware, especially during peak selling
seasons. The current management team has placed a strong emphasis on developing
an accounts payable tracking system that insures outstanding vendor
communications.

Babbage's Etc. purchases substantially all of its products from
approximately 200 manufacturers and software publishers and approximately nine
distributors. Purchases from the top five vendors (including publishers and
distributors) accounted for approximately 45.6% of Babbage's Etc. purchases in
fiscal 1999 and no single supplier accounted for more than 12% of Babbage's
Etc.'s purchases during this period. Babbage's Etc. is among the top 10
customers of its vendors and believes that it maintains excellent relations with
the vendor community. Babbage's Etc. has negotiated selected situational price
protections and return privileges with numerous vendors in order to reduce the
risk of inventory obsolescence. In addition, Babbage's Etc. does not have
contracts with trade vendors and conducts business on an order-by-order basis, a
practice that is typical throughout the industry.

Distribution

The Company has invested significant capital in its systems and
technology, by building new platforms, implementing new software applications
and maintaining efficient distribution centers. Barnes & Noble bookstores
operated over one million square feet of distribution centers, as of January 29,
2000. Historically, the Company replenished through its distribution network
some of its fast-moving frontlist titles and bargain and self-published books
and had the remaining inventory drop-shipped directly to the stores from
wholesalers and publishers. Significantly more inventory is now sourced through
the Company's distribution centers, increasing direct buying from publishers
rather than wholesalers. Improved just-in-time deliveries to stores and
increased inventory turnover provide added benefits.

In addition, the Company's distribution network provides a significant
competitive advantage for Barnes & Noble.com. By stocking over 750,000 titles,
the Company is currently in a position to provide overnight delivery service to
online customers at gross margins which allow Barnes & Noble.com to offer very
deep discounts.

Babbage's Etc. operates a 200,000 square foot distribution center in
Grapevine, Texas, which provides the majority of products to the Babbage's Etc.
stores. By operating with a centralized distribution facility, the Company
effectively controls and minimizes inventory levels. Technologically advanced
conveyor systems and flow-through racks control costs and improve speed of
fulfillment. The technology used in the distribution center allows for
high-volume receiving, distributions to stores and returns to vendors.

Babbage's Etc. employs a variety of rapid-response distribution methods
in its efforts to be the "first-to-market" for "hot" new video game and
entertainment software titles. Babbage's Etc. strives to deliver "hot" releases
to selected stores within hours of release and to all of its stores within 24
hours of release. To achieve this rapid delivery, Babbage's Etc. utilizes 11
"off-site" contract distribution sites to receive and air freight to all stores
"hot" titles with competitive immediacy.

Management Information and Control Systems

The Company has focused a majority of its information resources on
strategically positioning and implementing systems to support store operations,
merchandising and finance. The Company determined that an open-architecture
distributed computing environment would provide the flexibility needed in the
future and as a result a migration to a client server platform was initiated.

Building on the Company's previous proprietary inventory management
system, during 1996 the Company introduced a new client server store system
(BookMaster). BookMaster is an inventory management system with integrated point
of sale features that utilizes a proprietary data-warehouse-based replenishment
system. It enhances communications and real-time access to our network of
stores, distribution center and wholesalers. In addition, implementation of
just-in-time replenishment has provided for more rapid replenishment of books to
all Barnes & Noble stores, resulting in higher in-stock positions and better
productivity at the store level through efficiencies in receiving, cashiering
and returns processing. During the 52 weeks ended January 29, 2000 (fiscal
1999), the Company completed the rollout of the BookMaster system.

The Company continues to implement systems to improve efficiencies in
back office processing in the human resources, finance and merchandising areas.
An offsite business recovery capability has been developed and implemented to
assure uninterrupted systems support.

Competition

The retail bookselling business is highly competitive. The Company
competes in the superstore business with Borders Group, Inc. and other national
chains which have substantially fewer superstores than the Company, and in the
mall bookstore business with Walden Book Company, Inc., a subsidiary of Borders
Group, Inc. and the largest operator of mall bookstores in the country*. The
Company also competes with regional chains, as well as independent single store
operators, local multi-store operators, department stores, variety discounters,
drug stores and warehouse clubs. Many of the Company's competitors have been
expanding in both store size and number of outlets. The Company competes with
Internet-based competition from numerous booksellers including online companies,
such as Amazon.com, Inc., traditional book retailers and publishers. The Company
expects future online competition to intensify.

The video game and entertainment software industry is intensely
competitive and subject to rapid changes in consumer preferences and frequent
new product introductions. Babbage's Etc. competes with other video game and PC
software specialty stores located in malls and other locations, as well as with
mass merchants, toy retail chains, mail-order businesses, catalogs, direct sales
by software publishers, online retailers, and office supply, computer product
and consumer electronics superstores.

Trademarks and Servicemarks

B. Dalton Bookseller, Bookstar, Book$avers, Babbage's, Supr Software
and GameStop are Company-owned service marks registered with the United States
Patent and Trademark Office. Barnes & Noble, Doubleday Book Shops and Scribner's
Bookstores are federally registered service marks which have been licensed to
the Company under long-term license agreements which are royalty-free. These
license agreements provide the Company with the exclusive right to use the
Doubleday and Scribner's service marks only in connection with the retail sale
of books.

Seasonality

The Company's business, like that of many retailers, is seasonal, with
the major portion of sales and operating profit realized during the quarter
which includes the Christmas selling season. The Company has now reported
operating profit for 15 consecutive quarters.

Employees

The Company currently employs approximately 6,400 full-time salaried,
11,500 full-time hourly and 19,500 part-time hourly employees. The Company's
employees are not represented by unions and the Company believes that its
relationship with its employees is excellent.

- ----------

* Based upon information reported in trade publications and public filings.

ITEM 2. PROPERTIES
- ------- ----------

All but one of the Barnes & Noble stores are leased. The leases
typically provide for an initial term of 10 or 15 years with one or more renewal
options. The terms of the Barnes & Noble store leases for its 541 leased stores
open as of January 29, 2000 expire as follows:

Lease Terms to Expire During Number of
- ---------------------------- ---------
(12 months ending on or about January 31) Stores
----------

2001................................................................ 6
2002................................................................ 8
2003................................................................ 36
2004................................................................ 35
2005................................................................ 30
2006 and later...................................................... 426

All B. Dalton stores are leased. The leases generally provide for an
initial 10 year term with no renewal option. The terms of the 400 B. Dalton
leases as of January 29, 2000 expire as follows:

Lease Terms to Expire During Number of
- ---------------------------- Stores
(12 months ending on or about January 31) ---------

2001................................................................ 135
2002................................................................ 52
2003................................................................ 39
2004................................................................ 41
2005................................................................ 40
2006 and later...................................................... 93

All Babbage's Etc. stores are leased. The leases generally provide for
an initial term of seven to 10 years. The terms of the 526 Babbage's Etc. leases
as of January 29, 2000 expire as follows:

Lease Terms to Expire During Number of
- ---------------------------- Stores
(12 months ending on or about January 31) ---------

2001................................................................ 102
2002................................................................ 54
2003................................................................ 77
2004................................................................ 91
2005................................................................ 64
2006 and later...................................................... 138

The Company generally has been able to renew expiring leases on
favorable terms, and believes that renewals of leases expiring in the future
will not have a material adverse effect on the Company's financial condition or
results of operations.

ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------

In March 1998, the American Booksellers Association (ABA) and 26
independent bookstores filed a lawsuit in the United States District Court for
the Northern District of California against the Company and Borders Group, Inc.
(Borders) alleging violations of the Robinson-Patman Act, the California Unfair
Trade Practice Act and the California Unfair Competition Law. The Complaint
seeks injunctive and declaratory relief; treble damages on behalf of each of the
bookstore plaintiffs, and, with respect to the California bookstore plaintiffs,
any other damages permitted by California law; disgorgement of money, property
and gains wrongfully obtained in connection with the purchase of books for
resale, or offered for resale, in California from March 18, 1994 until the
action is completed and pre-judgment interest on any amounts awarded in the
action, as well as attorney fees and costs. In October 1999, Barnes & Noble.com
was added as a defendant in the action. The Company intends to vigorously defend
this action.

In August 1998, The Intimate Bookshop, Inc. and its owner, Wallace
Kuralt, filed a lawsuit in the United States District Court for the Southern
District of New York against the Company, Borders, Amazon.com, Inc., certain
publishers and others alleging violation of the Robinson-Patman Act and other
federal law, New York statutes governing trade practices and common law. The
Complaint sought certification of a class consisting of all retail booksellers
in the United States, whether or not currently in business, which were in
business and were members of the ABA at any time during the four year period
preceding the filing of the Complaint. The Complaint alleged that the named
plaintiffs have suffered damages of $11,250,000 or more and requested treble
damages on behalf of the named plaintiffs and each of the purported class
members, as well as of injunctive and declaratory relief (including an
injunction requiring the closure of all of defendants' stores within 10 miles of
any location where plaintiff either has or had a retail bookstore during the
four years preceding the filing of the Complaint, and prohibiting the opening by
defendants of any bookstore in such areas for the next 10 years), disgorgement
of alleged discriminatory discounts, rebates, deductions and payments, punitive
damages, interest, costs, attorneys fees and other relief. The plaintiffs
subsequently amended their complaint to allege eight causes of action on behalf
of the Intimate Bookshop and Wallace Kuralt, accusing the Company and the other
defendants of: (i) violating Section 2(f) of the Robinson-Patman Act; (ii)
violating Section 2(c) of the Robinson-Patman Act; (iii) violating Section 13(a)
of the Clayton Act; (iv) inducing every publisher in the United States to breach
contracts with the plaintiffs; (v) interfering with the plaintiff's advantageous
business relationships; (vi) engaging in unfair competition; (vii) violating
Sections 349 and 350 of the New York General Business Law; and (viii) being
unjustly enriched. The class action allegations have been removed and the
plaintiffs voluntarily dismissed defendants Harper Collins Publishers, Inc. and
Amazon.com, Inc. from the case.

On April 13, 1999, the Company and the other defendants filed a motion
to dismiss the second through eighth causes of action in their entireties and
for a more definite statement of the remaining allegations of the first cause of
action. As a result, the plaintiffs' third through eighth causes of action were
dismissed with prejudice, as were all claims asserted by Wallace Kuralt in his
individual capacity. The Company served an Answer on April 5, 2000 denying the
material allegations of the Complaint and asserting various affirmative
defenses. The Company intends to continue to vigorously defend this action.

In fiscal 1999, following the October 28, 1999 acquisition of Babbage's
Etc., five shareholder derivative lawsuits were filed in the Chancery Court of
the State of Delaware by Harbor Finance Partners, Louis F. Mahler, Ralph Stone,
Lawrence G. Metzger and Robert Waring against Barnes & Noble, Inc. and its
directors. The lawsuits allege, among other things, a breach of fiduciary duties
to Barnes & Noble for the benefit of Leonard Riggio and seek damages and to
enjoin or rescind the transaction. The Company believes that the acquisition of
Babbage's Etc. is in the best interests of shareholders and that the allegations
are without merit. The Company intends to vigorously defend its position.

In addition to the above actions, various claims and lawsuits arising
in the normal course of business are pending against the Company. The subject
matter of these proceedings primarily includes

commercial disputes and employment issues. The results of these proceedings are
not expected to have a material adverse effect on the Company's consolidated
financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------

There were no matters submitted to a vote of security holders during
the 13 weeks ended January 29, 2000.

PART II
-------

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- ------- -------------------------------------------------
STOCKHOLDER MATTERS
-------------------

Price Range of Common Stock

The Company's common stock is traded on the New York Stock Exchange
("NYSE") under the symbol "BKS". The following table sets forth, for the periods
indicated, the high and low sales prices of the common stock on the NYSE
Composite Tape.

Fiscal 1999 Fiscal 1998
---------------------------- -------------------------
High Low High Low
----------- ------------- ------------ ---------

First Quarter $40 1/4 25 13/16 $39 13/16 30 1/4
Second Quarter 36 3/8 22 1/2 48 31 15/16
Third Quarter 27 1/2 20 1/16 41 11/16 22 3/16
Fourth Quarter 25 3/8 18 1/2 48 26 3/4

Approximate Number of
Holders of Common Equity

Approximate
Number of
Record Holders
as of
Title of Class March 31, 2000
- -------------- --------------

Common stock, $0.001 par value 2,064

Dividends

The terms of the Company's debt agreements prohibits payment of cash
dividends. During fiscal 1999, the Company did not declare or pay any cash
dividends or make distributions or payments on its common stock.

ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------

The information included in the Company's Annual Report to Shareholders
for the fiscal year ended January 29, 2000 (the Annual Report) under the section
entitled "Selected Financial Data" is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------- -------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------

The information included in the Annual Report under the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------

The information included in the Annual Report under the sections
entitled: "Consolidated Statements of Operations," "Consolidated Balance
Sheets," "Consolidated Statements of Changes in Shareholders' Equity,"
"Consolidated Statements of Cash Flows" and "Notes to Consolidated Financial
Statements" are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------- ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------

None.

PART III
--------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------

The information with respect to directors and executive officers of the
Company is incorporated herein by reference to the Company's definitive Proxy
Statement relating to the Company's 2000 Annual Meeting of Shareholders to be
filed with the Securities and Exchange Commission within 120 days of the
Company's fiscal year ended January 29, 2000 (the "Proxy Statement").

The information with respect to compliance with Section 16(a) of the
Securities Exchange Act is incorporated herein by reference to the Proxy
Statement.

ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------

The information with respect to executive compensation is incorporated
herein by reference to the Proxy Statement.

The information with respect to compensation of directors is
incorporated herein by reference to the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- -------- ---------------------------------------------------
MANAGEMENT
----------

The information with respect to security ownership of certain
beneficial owners and management is incorporated herein by reference to the
Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------

The information with respect to certain relationships and related
transactions is incorporated herein by reference to the Proxy Statement.

PART IV
-------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
- -------- -------------------------------------------------------
FORM 8-K
--------

(a) 1. Consolidated Financial Statements:

(i) "The Report of Independent Certified Public Accountants" included
in the Annual Report is incorporated herein by reference.

(ii) The information included in the Annual Report under the sections
entitled: "Consolidated Statements of Operations," "Consolidated
Balance Sheets," "Consolidated Statements of Changes in
Shareholders' Equity," "Consolidated Statements of Cash Flows"
and "Notes to Consolidated Financial Statements" are incorporated
herein by reference.

(b) The following reports on Form 8-K were filed during the Company's quarter
ended January 29, 2000:

On November 12, 1999, the Company filed a Form 8-K reporting
under Items 2, 5 and 7. Item 2 provided information concerning
the completed acquisition of Babbage's Etc. Item 5 reported
information pertaining to lawsuits filed against the Company
and its directors with respect to the Babbage's Etc.
transaction and Item 7 filed as an exhibit the Purchase
Agreement among the Company, Babbage's Etc. and its owners.

2. Schedules:

All schedules are omitted because the information is either not
applicable or is contained in the consolidated financial statements
incorporated herein by reference.

3. Exhibits:

The following are filed as Exhibits to this form:

Exhibit
No. Description
--- -----------

3.1 Amended and Restated Certificate of Incorporation of the Company, as
amended. (1)

3.2 Amendment to the Amended and Restated Certificate of Incorporation of
the Company filed May 30, 1996. (2)

3.3 Amended and Restated By-laws of the Company. (1)

3.4 Amendment to the Company's By-laws adopted May 31, 1995. (3)

3.5 Certificate of Designation of Preferences and Rights of Preferred Stock,
Series H of Barnes & Noble, Inc. (4)

3.6 Certificate of Amendment of The Amended and Restated Certificate of
Incorporation of Barnes & Noble, Inc., dated July 17, 1998 and filed
July 17, 1998. (4)

4.1 Specimen Common Stock certificate. (1)

4.2 Rights Agreement, dated as of July 10, 1998, between Barnes & Noble,
Inc. and The Bank of New York, as Rights Agent. (4)

10.1 Amended and Restated Credit Agreement, dated as of November 18, 1997
(the "Credit Agreement"), among the Company, its subsidiaries, The Chase
Manhattan Bank (National Association), as Administrative Agent (the
"Agent") and the Banks party thereto. (5)

10.2 Amendment No. 2, dated as of October 21, 1999, to the Credit Agreement.
(12)

10.3 Pledge and Security Agreement dated as of March 15, 1996 (the "Pledge
Agreement"), among the Company, its subsidiaries and the Agent. (6)

10.4 Second Amendment dated as of October 27, 1999 to the Pledge Agreement.
(12)

10.5 Amendment to the Pledge and Security Agreement dated as of November 18,
1997. (5)

10.6 1996 Incentive Plan, as amended. (10)

10.7 1991 Employee Incentive Plan. (1)

10.8 Extended Savings Plan. (1)

Exhibit
No. Description
--- -----------

10.9 Amendment to the Extended Savings Plan dated as of December 22, 1995.
(6)

10.10 Amended and Restated Employees' Retirement Plan dated as of January 1,
1998. (5)

10.11 Amendment to the Amended and Restated Employees' Retirement Plan dated
as of September 9,1999. (12)

10.12 Amendment to the Amended and Restated Employees' Retirement Plan dated
as of March 1, 2000. (12)

10.13 Supplemental Compensation Plan. (7)

10.14 License Agreement for "Barnes & Noble" service mark, dated as of
February 11, 1987. (1)

10.15 Consents to "Barnes & Noble" License Agreement Assignments, dated as of
November 18, 1988 and November 16, 1992, respectively. (6)

10.16 Employment Agreement between the Company and Mitchell S. Klipper, dated
as of April 1, 1993 (the "Employment Agreement"). (8)

10.17 Amendment to the Employment Agreement dated as of April 1, 1998. (5)

10.18 Employment Agreement between the Company and Stephen Riggio, dated as of
January 1, 2000. (12)

10.19 Formation Agreement dated November 12, 1998 among Barnes & Noble, Inc.,
B&N.com Holding Corp., barnesandnoble.com inc., B&N.com Member Corp.,
Bertelsmann AG and BOL.US Online, Inc. (9)

10.20 Amended and Restated Limited Liability Company Agreement of
barnesandnoble.com llc (the "LLC Agreement") among Barnes & Noble, Inc.,
B&N.com Holding Corp., Bertelsmann AG and BOL.US Online, Inc. (9)

10.21 Amendment No. 1 to the LLC Agreement. (12)

10.22 Supply Agreement, dated as of October 31, 1998, between Barnes & Noble,
Inc. and barnesandnoble.com llc. (10)

10.23 Purchase Agreement, dated as of October 6, 1999, among Barnes & Noble,
Inc., Babbage's Etc. LLC and its owners. (11)

13.1 The sections of the Company's Annual Report entitled: "Selected
Financial Data", "Management's Discussion and Analysis of
Financial Condition and Results of Operations", "Consolidated
Statements of Operations", "Consolidated Balance Sheets",
"Consolidated Statements of Changes in Shareholders' Equity",
"Consolidated Statements of Cash Flows", "Notes to Consolidated
Financial Statements" and "The Report of Independent Certified
Public Accountants". (12)

21.1 List of subsidiaries. (12)

23.1 Consent of BDO Seidman, LLP. (12)

(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-4 (Commission File No. 33-59778) and incorporated herein by
reference.

(2) Previously filed as an exhibit to the Company's Form 10-Q for the fiscal
quarter ended April 27, 1996.

(3) Previously filed as an exhibit to the Company's Form 10-Q for the fiscal
quarter ended April 29, 1995.

(4) Previously filed as an exhibit to the Company's Form 10-Q for the fiscal
quarter ended August 1, 1998.

(5) Previously filed as an exhibit to the Company's Form 10K for the fiscal
year ended January 31, 1998.

(6) Previously filed as an exhibit to the Company's Form 10-K for the fiscal
year ended January 27, 1996.

(7) Previously filed as an exhibit to the Company's Form 10-Q for the fiscal
quarter ended July 29, 1995.

(8) Previously filed as an exhibit to the Company's Registration Statement
on Form S-1 (Commission File No. 33-50548) and incorporated herein by
reference.

(9) Previously filed as an exhibit to the Company's Form 10-Q for the fiscal
quarter ended October 31, 1998.

(10) Previously filed as an exhibit to the Company's Form 10-K for the fiscal
year ended January 29, 2000.

(11) Previously filed as an exhibit to the Company's Form 8-K filed with the
Securities and Exchange Commission on November 12, 1999.

(12) Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

BARNES & NOBLE, INC.
- --------------------
(Registrant)

By: /s/Leonard Riggio By: /s/Maureen O'Connell By: /s/Michael Archbold
----------------------- ---------------------- ------------------
Leonard Riggio, Chairman Maureen O'Connell, Michael Archbold
of the Board and Chief Chief Financial Officer Vice President, Treasurer
Executive Officer April 28, 2000 (Chief Accounting
April 28, 2000 Officer)
April 28, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Name Title Date
- ---- ----- ----

/s/ Leonard Riggio Chairman of the Board and April 28, 2000
- ----------------------------- Chief Executive Officer
Leonard Riggio

/s/ Stephen Riggio Vice Chairman April 28, 2000
- -----------------------------
Stephen Riggio

/s/ Michael N. Rosen Secretary and Director April 28, 2000
- -----------------------------
Michael N. Rosen

/s/ Matthew A. Berdon Director April 28, 2000
- -----------------------------
Matthew A. Berdon

/s/ Michael J. Del Giudice Director April 28, 2000
- -----------------------------
Michael J. Del Giudice

/s/ William Dillard II Director April 28, 2000
- -----------------------------
William Dillard II

/s/ Irene R. Miller Director April 28, 2000
- -----------------------------
Irene R. Miller

/s/ Margaret T. Monaco Director April 28, 2000
- -----------------------------
Margaret T. Monaco

/s/ William Sheluck, Jr. Director April 28, 2000
- -----------------------------
William Sheluck, Jr.