Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Troia Christopher
2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2004
3. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [BKS]
(Last)
(First)
(Middle)
C/O BARNES & NOBLE, INC., 122 FIFTH AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Information Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10011
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,260 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 06/01/2005 06/01/2011 Common Stock 3,538 (2) $ 22.7154 (2) D  
Stock Option (Right to Buy)   (3) 07/23/2012 Common Stock 17,691 (2) $ 13.2265 (2) D  
Stock Option (Right to Buy) 03/13/2005(4) 03/12/2013 Common Stock 3,651 (2) $ 11.2694 (2) D  
Stock Option (Right to Buy) 02/05/2005(5) 02/04/2014 Common Stock 35,383 (2) $ 24.1497 (2) D  
Stock Option (Right to Buy)   (6) 06/02/2014 Common Stock 2,759 (2) $ 21.6697 (2) D  
Stock Option (Right to Buy)   (7) 10/12/2014 Common Stock 70,767 (2) $ 22.9839 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Troia Christopher
C/O BARNES & NOBLE, INC.
122 FIFTH AVENUE
NEW YORK, NY 10011
      Chief Information Officer  

Signatures

/s/ Christopher Grady-Troia 04/22/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Grant of restricted stock on April 1, 2005, vesting in equal annual installments on April 1 of each of the years 2006 through 2009.
(2) The number of shares subject to such options and the related exercise price have been adjusted to reflect the Issuer's spin-off transaction effected on November 12, 2004 which divided all exercise prices by 1.41534 and multiplied all related shares by the same number.
(3) Of these options, one-half becomes exercisable July 24 of each of the years 2005 and 2006.
(4) Of these options, one-third became exercisable March 13, 2005, and the remaining two-thirds become exercisable in equal installments on March 13 of each of the years 2006 and 2007.
(5) Of these options, one-fourth became exercisable February 5, 2005, and the remaining three-fourths become exercisable in equal installments on February 5 of each of the years 2006 through 2008.
(6) Of these options, one-fourth becomes exercisable on June 3 of each of the years 2005 through 2008.
(7) Of these options, one-fourth becomes exercisable on October 13 of each of the years 2005 through 2008.

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