As filed with the Securities and Exchange Commission on June 10, 2004
                                                      Registration No. 333-_____
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ---------------------

                              BARNES & NOBLE, INC.
             (Exact name of registrant as specified in its charter)

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

           122 Fifth Avenue
             New York, NY                                        10011
(Address of Principal Executive Offices)                       (Zip Code)

                    Barnes & Noble, Inc. 2004 Incentive Plan
              Barnes & Noble, Inc. 2004 Executive Performance Plan
                            (Full title of the plans)

                                 Leonard Riggio
                              Chairman of the Board
                              Barnes & Noble, Inc.
                                122 Fifth Avenue
                               New York, NY 10011
                                 (212) 633-3300
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Jay M. Dorman, Esq.
                                 Bryan Cave LLP
                           1290 Avenue of the Americas
                               New York, NY 10104


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed     Proposed
   Title of Each                        Maximum      Maximum        Amount
Class of Securities     Amount         Offering     Aggregate         of
      to be             to be            Price      Offering     Registration
    Registered        Registered      Per Share(1)   Price(1)        Fee
--------------------------------------------------------------------------------

Common Stock,         7,300,000(2)      $30.88    $225,424,000   $28,561.22
 par value
 $.001 per share
================================================================================

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rules 457(c) and (h), the Proposed Maximum Offering Price Per Share and
     the Proposed Maximum Aggregate Offering Price are computed on the basis of
     the average of the high and low prices for such security on June 3, 2004,
     as reported on the New York Stock Exchange.
(2)  The shares covered by this Registration Statement represent the common
     stock issuable to participants under the Registrant's 2004 Incentive Plan
     and 2004 Executive Performance Plan. Pursuant to Rule 416(a) of the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement shall also cover any additional shares of the
     Registrant's common stock that become issuable under the options covered
     hereby by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     that increases the number of the Registrant's outstanding shares of common
     stock.

<page>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Employee Plan Annual
               Information.

     The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to participants in the Barnes & Noble,
Inc. 2004 Incentive Plan and the Barnes & Noble, Inc. 2004 Executive Performance
Plan as specified by Rule 428(b)(1). In addition, the statement required to be
made pursuant to Item 2 of Part I to Form S-8 shall be contained in the Section
10(a) prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Barnes & Noble, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration Statement by reference:

     1.   Annual Report on Form 10-K for the fiscal year ended January 31, 2004.

     2.   Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
          2004.

     3.   Description of the Company's common stock contained in Item I of the
          Company's Registration Statement on Form 8-A, filed with the
          Commission on September 2, 1993.

     All documents filed subsequent to the filing date of this Registration
Statement with the Commission by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered by this Registration Statement have been sold or which
de-registers all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequent filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such prior statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement, except as indicated herein.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL") and Article X
of the Company's amended and restated by-laws, as amended ("By-laws"), provide
for the indemnification of the Company's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act").

     Article X of our By-laws generally requires us to indemnify our directors
and officers against all liabilities (including judgments, settlements, fines
and penalties) and reasonable expenses incurred in connection with the
investigation, defense, settlement or appeal of any type of action, whether
instituted by a third party or a stockholder (either directly or derivatively).

     In addition, our amended and restated certificate of incorporation, as
amended, contains a provision which eliminates the personal liability of a
director to us and our stockholders for certain breaches of his or her fiduciary
duty of care as a director. This provision does not, however, eliminate or limit
the personal liability of a director (i) for any breach of such director's duty
of loyalty to us or our stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under the Delaware statutory provision making directors personally liable,
under a negligence standard, for unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision offers persons who serve on
our Board of Directors protection against awards of monetary damages resulting
from breaches of their duty of care (except as indicated above), including
grossly negligent business decisions made in connection with takeover proposals.
As a result of this provision, our ability or the ability of our stockholders to
successfully prosecute an action against a director for a breach of his duty of
care has been limited. However, the provision does not affect the availability
of equitable remedies such as an injunction or rescission based upon a
director's breach of his duty of care. The Commission has taken the position
that the provision will have no effect on claims arising under the federal
securities laws.

Item 7. Exemption from Registration Claimed.

     Not  applicable.

Item 8. Exhibits.

4.1  Barnes & Noble, Inc. 2004 Incentive Plan.*

4.2  Barnes & Noble, Inc. 2004 Executive Performance Plan.*

5.1  Opinion of Bryan Cave LLP, counsel to the Company, as to the legality of
     the Common Stock being registered.

23.1 Consent of Independent Auditors.

23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1 Power of Attorney (included on signature page).

_____________________________________________
*    Incorporated by reference to the Barnes & Noble, Inc. Form 10-Q filed with
     the Securities and Exchange Commission on June 9, 2004.

                                       2

Item 9. Undertakings.

     1. The undersigned registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

          (b) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       3

<page>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 10th day of June
2004.

                                 BARNES & NOBLE, INC.


                                 By: /s/ Joseph J. Lombardi
                                    -------------------------
                                    Joseph J. Lombardi
                                    Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Leonard Riggio, Stephen Riggio and
Michael Rosen, and each or any of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement, and to file
the same with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/ Leonard Riggio          Chairman of the Board                  June 10, 2004
--------------------------
Leonard Riggio

/s/ Stephen Riggio          Vice Chairman and Chief Executive      June 10, 2004
--------------------------  Officer (principal executive
Stephen Riggio              officer)

/s/ Joseph J. Lombardi      Chief Financial Officer                June 10, 2004
--------------------------  (principal financial and
Joseph J. Lombardi          accounting officer)

/s/ Michael N. Rosen        Secretary and Director                 June 10, 2004
--------------------------
Michael N. Rosen

/s/ Matthew A. Berdon       Director                               June 10, 2004
--------------------------
Matthew A. Berdon

/s/ Michael J. Del Guidice  Director                               June 10, 2004
--------------------------
Michael J. Del Guidice

                                       4

/s/ William Dillard II      Director                               June 10, 2004
--------------------------
William Dillard II

/s/ Irene R. Miller         Director                               June 10, 2004
--------------------------
Irene R. Miller

/s/ Margaret T. Monaco      Director                               June 10, 2004
--------------------------
Margaret T. Monaco

/s/ William Sheluck, Jr.    Director                               June 10, 2004
--------------------------
William Sheluck, Jr.
<page>
                                  EXHIBIT INDEX

No.   Document

4.1   Barnes & Noble, Inc. 2004 Incentive Plan.*

4.2   Barnes & Noble, Inc. 2004 Executive Performance Plan.*

5.1   Opinion of Bryan Cave LLP, counsel to the Company, as to the legality of
      the Common Stock being registered.

23.1  Consent of Independent Auditors.

23.2  Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1  Power of Attorney (included on signature page).

_____________________________________________
* Incorporated by reference to the Barnes & Noble, Inc. Form 10-Q filed with the
Securities and Exchange Commission on June 9, 2004.
[{"type": "S-8", "sequence": "1", "filename": "june_s-8.txt", "description": "B&N\\2004\\JUNE S-8", "secsgml_size_bytes": 17441}]
{"company-data": {"conformed-name": "BARNES & NOBLE INC", "cik": "0000890491", "assigned-sic": "5940", "irs-number": "061196501", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116382", "film-number": "04858621"}, "business-address": {"street1": "122 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2126333300"}, "mail-address": {"street1": "122 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10011"}}
As filed with the Securities and Exchange Commission on June 10, 2004
                                                      Registration No. 333-_____
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ---------------------

                              BARNES & NOBLE, INC.
             (Exact name of registrant as specified in its charter)

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

           122 Fifth Avenue
             New York, NY                                        10011
(Address of Principal Executive Offices)                       (Zip Code)

                    Barnes & Noble, Inc. 2004 Incentive Plan
              Barnes & Noble, Inc. 2004 Executive Performance Plan
                            (Full title of the plans)

                                 Leonard Riggio
                              Chairman of the Board
                              Barnes & Noble, Inc.
                                122 Fifth Avenue
                               New York, NY 10011
                                 (212) 633-3300
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Jay M. Dorman, Esq.
                                 Bryan Cave LLP
                           1290 Avenue of the Americas
                               New York, NY 10104

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed     Proposed
   Title of Each                        Maximum      Maximum        Amount
Class of Securities     Amount         Offering     Aggregate         of
      to be             to be            Price      Offering     Registration
    Registered        Registered      Per Share(1)   Price(1)        Fee
--------------------------------------------------------------------------------

Common Stock,         7,300,000(2)      $30.88    $225,424,000   $28,561.22
 par value
 $.001 per share
================================================================================

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rules 457(c) and (h), the Proposed Maximum Offering Price Per Share and
     the Proposed Maximum Aggregate Offering Price are computed on the basis of
     the average of the high and low prices for such security on June 3, 2004,
     as reported on the New York Stock Exchange.
(2)  The shares covered by this Registration Statement represent the common
     stock issuable to participants under the Registrant's 2004 Incentive Plan
     and 2004 Executive Performance Plan. Pursuant to Rule 416(a) of the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement shall also cover any additional shares of the
     Registrant's common stock that become issuable under the options covered
     hereby by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     that increases the number of the Registrant's outstanding shares of common
     stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Employee Plan Annual
               Information.

     The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to participants in the Barnes & Noble,
Inc. 2004 Incentive Plan and the Barnes & Noble, Inc. 2004 Executive Performance
Plan as specified by Rule 428(b)(1). In addition, the statement required to be
made pursuant to Item 2 of Part I to Form S-8 shall be contained in the Section
10(a) prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Barnes & Noble, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration Statement by reference:

     1.   Annual Report on Form 10-K for the fiscal year ended January 31, 2004.

     2.   Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
          2004.

     3.   Description of the Company's common stock contained in Item I of the
          Company's Registration Statement on Form 8-A, filed with the
          Commission on September 2, 1993.

     All documents filed subsequent to the filing date of this Registration
Statement with the Commission by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered by this Registration Statement have been sold or which
de-registers all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequent filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such prior statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement, except as indicated herein.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL") and Article X
of the Company's amended and restated by-laws, as amended ("By-laws"), provide
for the indemnification of the Company's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act").

     Article X of our By-laws generally requires us to indemnify our directors
and officers against all liabilities (including judgments, settlements, fines
and penalties) and reasonable expenses incurred in connection with the
investigation, defense, settlement or appeal of any type of action, whether
instituted by a third party or a stockholder (either directly or derivatively).

     In addition, our amended and restated certificate of incorporation, as
amended, contains a provision which eliminates the personal liability of a
director to us and our stockholders for certain breaches of his or her fiduciary
duty of care as a director. This provision does not, however, eliminate or limit
the personal liability of a director (i) for any breach of such director's duty
of loyalty to us or our stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under the Delaware statutory provision making directors personally liable,
under a negligence standard, for unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision offers persons who serve on
our Board of Directors protection against awards of monetary damages resulting
from breaches of their duty of care (except as indicated above), including
grossly negligent business decisions made in connection with takeover proposals.
As a result of this provision, our ability or the ability of our stockholders to
successfully prosecute an action against a director for a breach of his duty of
care has been limited. However, the provision does not affect the availability
of equitable remedies such as an injunction or rescission based upon a
director's breach of his duty of care. The Commission has taken the position
that the provision will have no effect on claims arising under the federal
securities laws.

Item 7. Exemption from Registration Claimed.

     Not  applicable.

Item 8. Exhibits.

4.1  Barnes & Noble, Inc. 2004 Incentive Plan.*

4.2  Barnes & Noble, Inc. 2004 Executive Performance Plan.*

5.1  Opinion of Bryan Cave LLP, counsel to the Company, as to the legality of
     the Common Stock being registered.

23.1 Consent of Independent Auditors.

23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1 Power of Attorney (included on signature page).

_____________________________________________
*    Incorporated by reference to the Barnes & Noble, Inc. Form 10-Q filed with
     the Securities and Exchange Commission on June 9, 2004.

                                       2

Item 9. Undertakings.

     1. The undersigned registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

          (b) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 10th day of June
2004.

                                 BARNES & NOBLE, INC.

                                 By: /s/ Joseph J. Lombardi
                                    -------------------------
                                    Joseph J. Lombardi
                                    Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Leonard Riggio, Stephen Riggio and
Michael Rosen, and each or any of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement, and to file
the same with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/ Leonard Riggio          Chairman of the Board                  June 10, 2004
--------------------------
Leonard Riggio

/s/ Stephen Riggio          Vice Chairman and Chief Executive      June 10, 2004
--------------------------  Officer (principal executive
Stephen Riggio              officer)

/s/ Joseph J. Lombardi      Chief Financial Officer                June 10, 2004
--------------------------  (principal financial and
Joseph J. Lombardi          accounting officer)

/s/ Michael N. Rosen        Secretary and Director                 June 10, 2004
--------------------------
Michael N. Rosen

/s/ Matthew A. Berdon       Director                               June 10, 2004
--------------------------
Matthew A. Berdon

/s/ Michael J. Del Guidice  Director                               June 10, 2004
--------------------------
Michael J. Del Guidice

                                       4

/s/ William Dillard II      Director                               June 10, 2004
--------------------------
William Dillard II

/s/ Irene R. Miller         Director                               June 10, 2004
--------------------------
Irene R. Miller

/s/ Margaret T. Monaco      Director                               June 10, 2004
--------------------------
Margaret T. Monaco

/s/ William Sheluck, Jr.    Director                               June 10, 2004
--------------------------
William Sheluck, Jr.
EXHIBIT INDEX

No.   Document

4.1   Barnes & Noble, Inc. 2004 Incentive Plan.*

4.2   Barnes & Noble, Inc. 2004 Executive Performance Plan.*

5.1   Opinion of Bryan Cave LLP, counsel to the Company, as to the legality of
      the Common Stock being registered.

23.1  Consent of Independent Auditors.

23.2  Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1  Power of Attorney (included on signature page).

_____________________________________________
* Incorporated by reference to the Barnes & Noble, Inc. Form 10-Q filed with the
Securities and Exchange Commission on June 9, 2004.