Registration No.  33-        
=============================================================================
                     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
                       (State or Other Jurisdiction of
                       Incorporation or Organization)

                                  06-119501
                    (I.R.S. Employer Identification No.)

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

                  Barnes & Noble, Inc. 1996 Incentive Plan
                          (Full Title of the Plan)
                          _________________________

                               Leonard Riggio
                            Chairman of the Board
                            Barnes & Noble, Inc.
                              122 Fifth Avenue
                          New York, New York  10011
                   (Name and Address of Agent for Service)

                               (212) 633-3300
                   (Telephone Number, Including Area Code,
                            of Agent for Service)
                          _________________________

                                 Copies to:

                             Jay M. Dorman, Esq.
               Robinson Silverman Pearce Aronsohn & Berman LLP
                         1290 Avenue of the Americas
                          New York, New York  10104


                       CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------
                               Proposed        
                                Maximum        Proposed    
 Title of                      Offering        Maximum         
Securities        Amount        Price          Aggregate       Amount of
  to be           to be          Per           Offering       Registration
Registered      Registered(1)  Share(2)        Price(2)           Fee
--------------------------------------------------------------------------
Common Stock,
par value
$.001       
per share       5,000,000       $42.531(3)    $212,655,000(3)  $62,733.23

(1)  The maximum number of shares as to which options may be granted under
     the employee benefit plans referred to above.  In addition, in
     accordance with Rule 416, this Registration Statement also covers an
     indeterminate number of shares as may become issuable by reason of the
     anti-dilution provisions of such plans.
(2)  Estimated solely for purposes of calculating the registration fee.
(3)  In accordance with Rule 457(c), based on the average of the high and low
     prices of the Common Stock on the New York Stock Exchange on July 8,
     1998.
<PAGE>
                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by Barnes & Noble, Inc., a Delaware corporation
(the "Company"), are incorporated herein by reference:  (1) the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1998; (2)
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May
2, 1998; and (3) the description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A filed with the
Commission on September 2, 1993.

          All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date this Registration Statement is filed
with the Commission, and prior to the filing of a post-effective amendment
which indicates that all securities offered by this Registration Statement
have been sold or which deregisters 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 subsequently 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.

          Certain legal matters in connection with the shares of Common Stock
being registered hereby have been passed upon for the Company by Robinson
Silverman Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas, New
York, New York 10104.  Michael N. Rosen, a senior member of Robinson
Silverman Pearce Aronsohn & Berman LLP, is a director and Secretary of the
Company, and is deemed to be the beneficial owner of 42,000 shares of Common
Stock.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law and Article X
of the Company's 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 the Company's By-laws generally requires the Company
to indemnify its 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) and including specifically, but without limitation,
actions brought under the Securities Act and/or the Exchange Act.

          In addition, the Company's Certificate of Incorporation, as
amended, contains a provision which eliminates the personal liability of a
director to the Company and its 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 the Company or its 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 the Board of Directors of the
Company 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 for
the Company.  As a result of this provision, the ability of the Company or a
stockholder thereof 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.

          Restricted securities, if any, to be reoffered or resold pursuant
to this Registration Statement will be sold pursuant to a prospectus included
in this Registration Statement or pursuant to Section 4(1) of the Securities
Act or Rule 144 under the Securities Act, and were originally issued by the
Company pursuant to an exemption under Section 4(2) of the Securities Act.

Item 8.   Exhibits.

  4.1          Barnes & Noble, Inc. 1996 Incentive Plan, as amended June 3,
               1998.

  5.1          Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
               counsel to the Company, as to certain legal matters in
               connection with the shares of Common Stock being registered.

 23.1          Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
               (included as part of Exhibit 5.1).

 23.2          Independent Auditor's Consent of BDO Seidman, LLP.

 24.1          Power of Attorney (included on signature page of this
               Registration Statement).

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;

               (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.  Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered
                    (if the total dollar value of securities offered
                    would not exceed that which was registered) and any
                    deviation from the low or high end of the estimated
                    maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than a 20 percent
                    change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table
                    in the effective registration statement.

               (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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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 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.<PAGE>
                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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
14th day of July, 1998.
                                        BARNES & NOBLE, INC.

                    By: /s/LEONARD RIGGIO
                        --------------------------------
                         Leonard Riggio, Chairman of the Board
                              and Chief Executive 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 N. Rosen, and each and any one of them, 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) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any 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, 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 and           July 14, 1998
--------------------------- Chief Executive Officer
     Leonard Riggio         (Principal Executive Officer)

  /S/MARIE J. TOULANTIS     Executive Vice President, Finance   July 14, 1998
--------------------------- (Principal Financial and
     Marie J.Toulantis      Accounting Officer)
                            

  /s/MATTHEW A. BERDON      Director                            July 14, 1998
---------------------------
     Matthew A. Berdon


  /s/WILLIAM DILLARD, II    Director                            July 14, 1998
---------------------------
     William Dillard, II


  /s/JAN MICHIEL HESSELS    Director                            July 14, 1998
---------------------------
     Jan Michiel Hessels


  /S/IRENE R. MILLER        Director                            July 14, 1998
---------------------------
     Irene R. Miller 


  /s/MARGARET T. MONACO     Director                            July 14, 1998
---------------------------
     Margaret T. Monaco


  /s/STEPHEN RIGGIO         Director                            July 14, 1998
---------------------------
     Stephen Riggio  


  /s/MICHAEL N. ROSEN       Director                            July 14, 1998
---------------------------
     Michael N. Rosen


  /s/WILLIAM SHELUCK, JR.   Director                            July 14, 1998
---------------------------
     William Sheluck, Jr.
<PAGE>
                                EXHIBIT INDEX


Exhibit No.    Document

  4.1          Barnes & Noble, Inc. 1996 Incentive Plan, as amended June 3,
               1998.

  5.1          Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
               counsel to the Company, as to certain legal matters in
               connection with the shares of Common Stock being registered.

 23.1          Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
               (included as part of Exhibit 5.1).

 23.2          Independent Auditor's Consent of BDO Seidman, LLP.

 24.1          Power of Attorney (included on signature page of this
               Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18167}]
{"company-data": {"conformed-name": "BARNES & NOBLE INC", "cik": "0000890491", "assigned-sic": "5940", "irs-number": "061196501", "state-of-incorporation": "DE", "fiscal-year-end": "0129"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59111", "film-number": "98666462"}, "business-address": {"street1": "1400 OLD COUNTRY ROAD", "city": "WESTBURY", "state": "NY", "zip": "11590-5130", "phone": "5163388119"}, "mail-address": {"street1": "1400 OLD COUNTRY ROAD", "city": "WESTBURY", "state": "NY", "zip": "590-5130"}}
Registration No.  33-        
=============================================================================
                     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
                       (State or Other Jurisdiction of
                       Incorporation or Organization)

                                  06-119501
                    (I.R.S. Employer Identification No.)

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

                  Barnes & Noble, Inc. 1996 Incentive Plan
                          (Full Title of the Plan)
                          _________________________

                               Leonard Riggio
                            Chairman of the Board
                            Barnes & Noble, Inc.
                              122 Fifth Avenue
                          New York, New York  10011
                   (Name and Address of Agent for Service)

                               (212) 633-3300
                   (Telephone Number, Including Area Code,
                            of Agent for Service)
                          _________________________

                                 Copies to:

                             Jay M. Dorman, Esq.
               Robinson Silverman Pearce Aronsohn & Berman LLP
                         1290 Avenue of the Americas
                          New York, New York  10104

                       CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------
                               Proposed        
                                Maximum        Proposed    
 Title of                      Offering        Maximum         
Securities        Amount        Price          Aggregate       Amount of
  to be           to be          Per           Offering       Registration
Registered      Registered(1)  Share(2)        Price(2)           Fee
--------------------------------------------------------------------------
Common Stock,
par value
$.001       
per share       5,000,000       $42.531(3)    $212,655,000(3)  $62,733.23

(1)  The maximum number of shares as to which options may be granted under
     the employee benefit plans referred to above.  In addition, in
     accordance with Rule 416, this Registration Statement also covers an
     indeterminate number of shares as may become issuable by reason of the
     anti-dilution provisions of such plans.
(2)  Estimated solely for purposes of calculating the registration fee.
(3)  In accordance with Rule 457(c), based on the average of the high and low
     prices of the Common Stock on the New York Stock Exchange on July 8,
     1998.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by Barnes & Noble, Inc., a Delaware corporation
(the "Company"), are incorporated herein by reference:  (1) the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1998; (2)
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May
2, 1998; and (3) the description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A filed with the
Commission on September 2, 1993.

          All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date this Registration Statement is filed
with the Commission, and prior to the filing of a post-effective amendment
which indicates that all securities offered by this Registration Statement
have been sold or which deregisters 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 subsequently 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.

          Certain legal matters in connection with the shares of Common Stock
being registered hereby have been passed upon for the Company by Robinson
Silverman Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas, New
York, New York 10104.  Michael N. Rosen, a senior member of Robinson
Silverman Pearce Aronsohn & Berman LLP, is a director and Secretary of the
Company, and is deemed to be the beneficial owner of 42,000 shares of Common
Stock.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law and Article X
of the Company's 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 the Company's By-laws generally requires the Company
to indemnify its 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) and including specifically, but without limitation,
actions brought under the Securities Act and/or the Exchange Act.

          In addition, the Company's Certificate of Incorporation, as
amended, contains a provision which eliminates the personal liability of a
director to the Company and its 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 the Company or its 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 the Board of Directors of the
Company 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 for
the Company.  As a result of this provision, the ability of the Company or a
stockholder thereof 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.

          Restricted securities, if any, to be reoffered or resold pursuant
to this Registration Statement will be sold pursuant to a prospectus included
in this Registration Statement or pursuant to Section 4(1) of the Securities
Act or Rule 144 under the Securities Act, and were originally issued by the
Company pursuant to an exemption under Section 4(2) of the Securities Act.

Item 8.   Exhibits.

  4.1          Barnes & Noble, Inc. 1996 Incentive Plan, as amended June 3,
               1998.

  5.1          Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
               counsel to the Company, as to certain legal matters in
               connection with the shares of Common Stock being registered.

 23.1          Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
               (included as part of Exhibit 5.1).

 23.2          Independent Auditor's Consent of BDO Seidman, LLP.

 24.1          Power of Attorney (included on signature page of this
               Registration Statement).

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;

               (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.  Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered
                    (if the total dollar value of securities offered
                    would not exceed that which was registered) and any
                    deviation from the low or high end of the estimated
                    maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than a 20 percent
                    change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table
                    in the effective registration statement.

               (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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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 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.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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
14th day of July, 1998.
                                        BARNES & NOBLE, INC.

                    By: /s/LEONARD RIGGIO
                        --------------------------------
                         Leonard Riggio, Chairman of the Board
                              and Chief Executive 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 N. Rosen, and each and any one of them, 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) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any 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, 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 and           July 14, 1998
--------------------------- Chief Executive Officer
     Leonard Riggio         (Principal Executive Officer)

  /S/MARIE J. TOULANTIS     Executive Vice President, Finance   July 14, 1998
--------------------------- (Principal Financial and
     Marie J.Toulantis      Accounting Officer)
                            

  /s/MATTHEW A. BERDON      Director                            July 14, 1998
---------------------------
     Matthew A. Berdon

  /s/WILLIAM DILLARD, II    Director                            July 14, 1998
---------------------------
     William Dillard, II

  /s/JAN MICHIEL HESSELS    Director                            July 14, 1998
---------------------------
     Jan Michiel Hessels

  /S/IRENE R. MILLER        Director                            July 14, 1998
---------------------------
     Irene R. Miller 

  /s/MARGARET T. MONACO     Director                            July 14, 1998
---------------------------
     Margaret T. Monaco

  /s/STEPHEN RIGGIO         Director                            July 14, 1998
---------------------------
     Stephen Riggio  

  /s/MICHAEL N. ROSEN       Director                            July 14, 1998
---------------------------
     Michael N. Rosen

  /s/WILLIAM SHELUCK, JR.   Director                            July 14, 1998
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     William Sheluck, Jr.
EXHIBIT INDEX

Exhibit No.    Document

  4.1          Barnes & Noble, Inc. 1996 Incentive Plan, as amended June 3,
               1998.

  5.1          Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
               counsel to the Company, as to certain legal matters in
               connection with the shares of Common Stock being registered.

 23.1          Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
               (included as part of Exhibit 5.1).

 23.2          Independent Auditor's Consent of BDO Seidman, LLP.

 24.1          Power of Attorney (included on signature page of this
               Registration Statement).