Exhibit 10.21
                             BARNES & NOBLE, INC.
                               122 Fifth Avenue
                           New York, New York 10011

                                                            As of April 1, 1998

Mr. Stephen Riggio
1114 84th Street
Brooklyn, New York 11228

Dear Mr. Riggio:

                  We refer to the employment agreement between us dated as of
July 15, 1993 (the "Employment Agreement"). This will confirm our agreement
that the term of the Employment Agreement is hereby extended through July 14,
2000. Thereafter, the Employment Agreement shall renew annually for an
additional twelve-month period unless terminated by either of us on at least
twelve months' prior written notice to the other.

                  This letter shall also confirm that, notwithstanding
anything in the Employment Agreement to the contrary: (i) you are currently
Vice Chairman of the Company and Chairman and Chief Executive Officer of
BarnesandNoble.com Inc., and your duties and responsibilities under the
Employment Agreement, as extended hereby, shall be consistent with such
offices; (ii) your annual salary under the Employment Agreement, as extended
hereby, shall be at least the amount of your current annual salary or such
higher amount as determined by the Company; and (iii) your bonus compensation
under the Employment Agreement, as extended hereby, shall be determined in
accordance with the Company's Supplemental Compensation Plan.

                  If the foregoing accurately reflects our agreement, kindly,
sign and return to us the enclosed duplicate copy of this letter.

                                              BARNES & NOBLE, INC.

                                              By:-----------------------------
                                                    Leonard Riggio
                                                    Chairman of the Board and
                                                        Chief Executive Officer

ACCEPTED AND AGREED TO:

- ---------------------------------
Stephen Riggio




                                                                Exhibit 10.21
                             BARNES & NOBLE, INC.
                               122 Fifth Avenue
                           New York, New York 10011

                                                           As of April 1, 1998

Mr. Mitchell S. Klipper
3 Clearmeadow Lane
Woodbury, New York 11791

Dear Mr. Klipper:

                  We refer to the employment agreement between us dated as of
April 1, 1993 (the "Employment Agreement"). This will confirm our agreement
that the term of the Employment Agreement is hereby extended through March 31,
2000. Thereafter, the Employment Agreement shall renew annually for an
additional twelve-month period unless terminated by either of us on at least
twelve months' prior written notice to the other.

                  This letter shall also confirm that, notwithstanding
anything in the Employment Agreement to the contrary: (i) you are currently
Executive Vice President of the Company and President of Barnes & Noble
Development, and your duties and responsibilities under the Employment
Agreement, as extended hereby, shall be consistent with such offices; (ii)
your annual salary under the Employment Agreement, as extended hereby, shall
be at least the amount of your current annual salary or such higher amount as
determined by the Company; and (iii) your bonus compensation under the
Employment Agreement, as extended hereby, shall be determined in accordance
with the Company's Supplemental Compensation Plan.

                  If the foregoing accurately reflects our agreement, kindly,
sign and return to us the enclosed duplicate copy of this letter.

                                              BARNES & NOBLE, INC.

                                              By:---------------------------
                                                    Leonard Riggio
                                                    Chairman of the Board and
                                                        Chief Executive Officer

ACCEPTED AND AGREED TO:

- ---------------------------------
Mitchell S. Klipper