Edgar Filing: BARNES & NOBLE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KLIPPER MITCHELL S

2. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [BKS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Operating Officer

(Last)

(First)

(Middle)

C/O BARNES & NOBLE INC., 122 FIFTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

(Street)

NEW YORK, NY 10011

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2005		M		19,744 ⁽¹⁾	A	$ 10.5982 ⁽¹⁾	19,744	D
Common Stock	02/15/2005		M		20,358 ⁽³⁾	A	$ 12.3204 ⁽³⁾	40,102	D
Common Stock	02/15/2005		M		21,654 ⁽⁵⁾	A	$ 12.0996 ⁽⁵⁾	61,756	D
Common Stock	02/15/2005		M		23,494 ⁽⁷⁾	A	$ 11.8346 ⁽⁷⁾	85,250	D
Common Stock	02/15/2005		M		114,750 ⁽⁹⁾	A	$ 13.2265 ⁽⁹⁾	200,000	D
Common Stock	02/15/2005		S		100	D	$ 34.27	199,900	D
Common Stock	02/15/2005		S		11,300	D	$ 34.23	188,600	D
Common Stock	02/15/2005		S		700	D	$ 34.22	187,900	D
Common Stock	02/15/2005		S		800	D	$ 34.21	187,100	D
Common Stock	02/15/2005		S		400	D	$ 34.2	186,700	D
Common Stock	02/15/2005		S		8,900	D	$ 34.19	177,800	D
Common Stock	02/15/2005		S		2,000	D	$ 34.18	175,800	D
Common Stock	02/15/2005		S		4,000	D	$ 34.17	171,800	D
Common Stock	02/15/2005		S		1,900	D	$ 34.16	169,900	D
Common Stock	02/15/2005		S		49,300	D	$ 34.15	120,600	D
Common Stock	02/15/2005		S		4,700	D	$ 34.14	115,900	D
Common Stock	02/15/2005		S		7,400	D	$ 34.13	108,500	D
Common Stock	02/15/2005		S		500	D	$ 34.12	108,000	D
Common Stock	02/15/2005		S		300	D	$ 34.11	107,700	D
Common Stock	02/15/2005		S		30,000	D	$ 34.1	77,700	D
Common Stock	02/15/2005		S		4,100	D	$ 34.09	73,600	D
Common Stock	02/15/2005		S		4,800	D	$ 34.08	68,800	D
Common Stock	02/15/2005		S		3,800	D	$ 34.07	65,000	D
Common Stock	02/15/2005		S		1,200	D	$ 34.05	63,800	D
Common Stock	02/15/2005		S		1,000	D	$ 34.04	62,800	D
Common Stock	02/15/2005		S		800	D	$ 34.03	62,000	D
Common Stock	02/15/2005		S		1,500	D	$ 34.02	60,500	D
Common Stock	02/15/2005		S		7,000	D	$ 34.01	53,500	D
Common Stock	02/15/2005		S		53,500	D	$ 34	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 10.5982 ⁽¹⁾

02/15/2005

19,744 ⁽¹⁾

04/04/1996⁽²⁾

04/04/2005

Common Stock

19,744 ⁽¹⁾

$ 0

Stock Option (Right to Buy)

$ 12.3204 ⁽³⁾

02/15/2005

20,358 ⁽³⁾

05/31/1997⁽⁴⁾

05/31/2006

Common Stock

20,358 ⁽³⁾

$ 0

Stock Option (Right to Buy)

$ 12.0996 ⁽⁵⁾

02/15/2005

21,654 ⁽⁵⁾

04/03/1998⁽⁶⁾

04/02/2007

Common Stock

21,654 ⁽⁵⁾

$ 0

Stock Option (Right to Buy)

$ 11.8346 ⁽⁷⁾

02/15/2005

23,494 ⁽⁷⁾

03/07/2001⁽⁸⁾

03/06/2010

Common Stock

23,494 ⁽⁷⁾

$ 0

Stock Option (Right to Buy)

$ 13.2265 ⁽⁹⁾

02/15/2005

114,750 ⁽⁹⁾

02/18/2003

07/23/2012

Common Stock

114,750 ⁽⁹⁾

$ 0

486,770 ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLIPPER MITCHELL S C/O BARNES & NOBLE INC. 122 FIFTH AVENUE NEW YORK, NY 10011			Chief Operating Officer

Signatures

/s/ Mitchell S. Klipper		02/17/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These options were granted on April 4, 1995. The number of shares and the related exercise price have been adjusted to reflect the Issuer's (i) two-for-one stock split effected on September 22, 1997 and (ii) spin-off transaction effected on November 12, 2004 which divided all outstanding exercise prices by 1.41534 and multiplied all related shares by the same number.
(2)	One-third of these options became exercisable on April 4 of each of the years 1996 through 1998.
(3)	These options were granted on May 31, 1996. The number of shares and the related exercise price have been adjusted to reflect the Issuer's (i) two-for-one stock split effected on September 22, 1997 and (ii) spin-off transaction effected on November 12, 2004 which divided all outstanding exercise prices by 1.41534 and multiplied all related shares by the same number.
(4)	One-third of these options became exercisable on May 31 of each of the years 1997 through 1999.
(5)	These options were granted on April 3, 1997. The number of shares and the related exercise price have been adjusted to reflect the Issuer's (i) two-for-one stock split effected on September 22, 1997 and (ii) spin-off transaction effected on November 12, 2004 which divided all outstanding exercise prices by 1.41534 and multiplied all related shares by the same number.
(6)	One-fourth of these options became exercisable on April 3 of each of these years 1998 through 2001.
(7)	These options were granted on March 7, 2000. The number of shares and the related exercise price have been adjusted to reflect the Issuer's spin-off transaction effected on November 12, 2004 which divided all outstanding exercise prices by 1.41534 and multiplied all related shares by the same number.
(8)	One-fourth of these options became exercisable on March 7 of each of the years 2001 through 2004.
(9)	These options were granted on July 24, 2002. The number of shares and the related exercise price have been adjusted to reflect the Issuer's spin-off transaction effected on November 12, 2004 which divided all outstanding exercise prices by 1.41534 and multiplied all related shares by the same number.

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