Registration No. 333-_____
================================================================================


                       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 and Zip Code of Principal Executive Offices)

          Barnes & Noble, Inc. Amended and Restated 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
                                 (212) 633-3300
            (Name, address and telephone number 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     Proposed
Title of                                 Maximum      Maximum       Amount
Securities               Amount         Offering     Aggregate        of
to be                     to be           Price       Offering   Registration
Registered              Registered      Per Share(1)  Price(1)       Fee
--------------------------------------------------------------------------------

Common Stock,            3,500,000 (2)    $29.35    $102,725,000   $9,450.70
 par value
 $.001 per share
================================================================================

(1)  Estimated solely for purposes of calculating the registration fee. In
     accordance with Rule 457(c), 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 of the Common Stock as reported
     on the New York Stock Exchange on June 13, 2002.

(2)  Represents the increase in the maximum number of shares reserved for
     issuance under the Registrant's Amended and Restated 1996 Incentive Plan
     (the "Plan"). An aggregate of 11,000,000 shares have been previously
     registered under the Registrant's Form S-8 (No. 333-27033) filed May 13,
     1997 and Form S-8 (No. 333-59111) filed July 15, 1998. In accordance with
     Rule 416, this Registration Statement also covers an indeterminate number
     of shares that may become issuable by reason of the anti-dilution
     provisions of the Plan.
<page>
                      STATEMENT UNDER GENERAL INSTRUCTION E

                      REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E of Form S 8, this Registration Statement
is filed solely to register an additional 3,500,000 shares of Common Stock, par
value $.001 per share, of the Registrant reserved for issuance under the
Registrant's Amended and Restated 1996 Incentive Plan. This increase was
approved by a majority vote of the Board of Directors of the Registrant on March
14, 2002, and approved by a majority vote of the stockholders on June 4, 2002.
Pursuant to Instruction E, the contents of the Registrant's Registration
Statement on Form S 8, File No. 333-27033, and Registration Statement on Form
S-8, File No. 333-59111, including without limitation periodic reports that the
Registrant filed, or will file, after such Forms S 8 to maintain current
information about the Registrant, are hereby incorporated by reference into this
Registration Statement pursuant to General Instruction E of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

4.1  Barnes & Noble, Inc. Amended and Restated 1996 Incentive Plan, as amended
     and restated June 4, 2002.

5.1  Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel to the
     Company, as to the legality of the 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).
<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,
2002.

                                 BARNES & NOBLE, INC.

                                 By: /s/ Leonard Riggio
                                    -------------------------
                                        Leonard Riggio
                                        Chairman of the Board

                                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 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 and Director     June 10, 2002
--------------------------
Leonard Riggio

/s/ Stephen Riggio          Vice Chairman, Chief Executive         June 10, 2002
--------------------------   Officer and Director (Principal
Stephen Riggio               Executive Officer)

/s/ Maureen E. O'Connell    Chief Financial Officer (Principal     June 10, 2002
--------------------------   Financial and Accounting Officer)
Maureen E. O'Connell

/s/ Matthew A. Berdon       Director                               June 10, 2002
--------------------------
Matthew A. Berdon

/s/Michael J. Del Guidice   Director                               June 10, 2002
--------------------------
Michael J. Del Guidice

/s/ William Dillard II      Director                               June 10, 2002
--------------------------
William Dillard II

/s/ Irene R. Miller         Director                               June 10, 2002
--------------------------
Irene R. Miller

/s/ Margaret T. Monaco      Director                               June 10, 2002
--------------------------
Margaret T. Monaco

/s/ Michael N. Rosen        Director                               June 10, 2002
--------------------------
Michael N. Rosen

/s/ William Sheluck, Jr.    Director                               June 10, 2002
--------------------------
William Sheluck, Jr.
<page>
                                  EXHIBIT INDEX



No.   Document

4.1  Barnes & Noble, Inc. Amended and Restated 1996 Incentive Plan, as amended
     and restated June 4, 2002.

5.1  Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel to the
     Company, as to the legality of the 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", "filename": "s-8.txt", "description": "B&N\\JUNE S-8\\", "secsgml_size_bytes": 9334}]
{"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": "333-90538", "film-number": "02679547"}, "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"}}
Registration No. 333-_____
================================================================================

                       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 and Zip Code of Principal Executive Offices)

          Barnes & Noble, Inc. Amended and Restated 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
                                 (212) 633-3300
            (Name, address and telephone number 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     Proposed
Title of                                 Maximum      Maximum       Amount
Securities               Amount         Offering     Aggregate        of
to be                     to be           Price       Offering   Registration
Registered              Registered      Per Share(1)  Price(1)       Fee
--------------------------------------------------------------------------------

Common Stock,            3,500,000 (2)    $29.35    $102,725,000   $9,450.70
 par value
 $.001 per share
================================================================================

(1)  Estimated solely for purposes of calculating the registration fee. In
     accordance with Rule 457(c), 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 of the Common Stock as reported
     on the New York Stock Exchange on June 13, 2002.

(2)  Represents the increase in the maximum number of shares reserved for
     issuance under the Registrant's Amended and Restated 1996 Incentive Plan
     (the "Plan"). An aggregate of 11,000,000 shares have been previously
     registered under the Registrant's Form S-8 (No. 333-27033) filed May 13,
     1997 and Form S-8 (No. 333-59111) filed July 15, 1998. In accordance with
     Rule 416, this Registration Statement also covers an indeterminate number
     of shares that may become issuable by reason of the anti-dilution
     provisions of the Plan.
STATEMENT UNDER GENERAL INSTRUCTION E

                      REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E of Form S 8, this Registration Statement
is filed solely to register an additional 3,500,000 shares of Common Stock, par
value $.001 per share, of the Registrant reserved for issuance under the
Registrant's Amended and Restated 1996 Incentive Plan. This increase was
approved by a majority vote of the Board of Directors of the Registrant on March
14, 2002, and approved by a majority vote of the stockholders on June 4, 2002.
Pursuant to Instruction E, the contents of the Registrant's Registration
Statement on Form S 8, File No. 333-27033, and Registration Statement on Form
S-8, File No. 333-59111, including without limitation periodic reports that the
Registrant filed, or will file, after such Forms S 8 to maintain current
information about the Registrant, are hereby incorporated by reference into this
Registration Statement pursuant to General Instruction E of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

4.1  Barnes & Noble, Inc. Amended and Restated 1996 Incentive Plan, as amended
     and restated June 4, 2002.

5.1  Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel to the
     Company, as to the legality of the 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).
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,
2002.

                                 BARNES & NOBLE, INC.

                                 By: /s/ Leonard Riggio
                                    -------------------------
                                        Leonard Riggio
                                        Chairman of the Board

                                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 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 and Director     June 10, 2002
--------------------------
Leonard Riggio

/s/ Stephen Riggio          Vice Chairman, Chief Executive         June 10, 2002
--------------------------   Officer and Director (Principal
Stephen Riggio               Executive Officer)

/s/ Maureen E. O'Connell    Chief Financial Officer (Principal     June 10, 2002
--------------------------   Financial and Accounting Officer)
Maureen E. O'Connell

/s/ Matthew A. Berdon       Director                               June 10, 2002
--------------------------
Matthew A. Berdon

/s/Michael J. Del Guidice   Director                               June 10, 2002
--------------------------
Michael J. Del Guidice

/s/ William Dillard II      Director                               June 10, 2002
--------------------------
William Dillard II

/s/ Irene R. Miller         Director                               June 10, 2002
--------------------------
Irene R. Miller

/s/ Margaret T. Monaco      Director                               June 10, 2002
--------------------------
Margaret T. Monaco

/s/ Michael N. Rosen        Director                               June 10, 2002
--------------------------
Michael N. Rosen

/s/ William Sheluck, Jr.    Director                               June 10, 2002
--------------------------
William Sheluck, Jr.
EXHIBIT INDEX

No.   Document

4.1  Barnes & Noble, Inc. Amended and Restated 1996 Incentive Plan, as amended
     and restated June 4, 2002.

5.1  Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel to the
     Company, as to the legality of the 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).