SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RIGGIO LEONARD (Last) (First) (Middle) 122 FIFTH AVE C/O BARNES & NOBLE INC (Street) NEW YORK NY 10011 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BARNES & NOBLE INC [ BKS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 09/25/2003
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/25/2003		J(1)		606,277	D	$25.75(2)	10,613,195	D(3)
Common Stock	09/25/2003		M		649,334(1)(4)	A	$10.125(4)	11,262,529	D(5)
Common Stock	09/25/2003		M		669,416(1)(4)	A	$13.5(4)	11,931,945	D(6)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$10.125(4)	09/25/2003		M			649,334(4)	09/28/1994(7)	09/28/2003	Common Stock	649,334(4)	$0	1,369,416(8)	D
Stock Option (Right to Buy)	$13.5(4)	09/25/2003		M			669,416(4)	09/28/1994(7)	09/28/2003	Common Stock	669,416(4)	$0	700,000(8)	D

Explanation of Responses:

1. These shares, which have been held by the Reporting Person for more than six months, were tendered to the Issuer in payment of the exercise price of the stock option exercises reported herein, with the Reporting Person receiving back a like number of shares upon said exercises. The Reporting Person elected to defer receipt of the balance of the shares due from said exercises (712,473 shares) pursuant to the Issuer's Executive Deferred Compensation Plan (the "Plan"). In accordance therewith, the Issuer is establishing a trust for the benefit of the Reporting Person (the "Trust") containing 712,473 shares of the Issuer's common stock.

2. Represents the average of the high and low per share prices on the day immediately preceding the stock option exercises reported herein, the deemed value of these shares under the Plan.

3. Of these shares, 2,652,334 shares are owned indirectly through Barnes & Noble College Bookstores, Inc., a New York corporation of which all of the currently outstanding voting securities are owned by the Reporting Person ("B&N College").

4. These options originally related to one-half the number of shares at twice the exercise price, and were reported as such. The number of shares and related exercise price have been adjusted to reflect the two-for-one stock split effected by the Issuer on September 22, 1997.

5. Of these shares, 2,652,334 shares are owned indirectly through B&N College and 43,057 shares will be held in the Trust.

6. Of these shares, 2,652,334 shares are owned indirectly through B&N College and 712,473 shares will be held in the Trust.

7. One third of these options became exercisable on September 28 of each of the years 1994 through 1996.

8. Represents the total number of stock options (right to buy) beneficially owned by the Reporting Person with respect to the Issuer's Common Stock.

	/s/ Leonard Riggio	09/29/2003
	** Signature of Reporting Person	Date
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