SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Carey Jaime

(Last)

(First)

(Middle)

C/O BARNES & NOBLE INC.

122 FIFTH AVENUE

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Merchandising Officer

5. 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 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	526⁽¹⁾	D
Common Stock	533⁽²⁾	D
Common Stock	746⁽³⁾	D
Common Stock	965⁽⁴⁾	D
Common Stock	30,000⁽⁵⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽⁶⁾	03/23/2014	Common Stock	14,153	$22.892	D
Stock Option (Right to Buy)	⁽⁷⁾	06/02/2014	Common Stock	1,471	$22.977	D

Explanation of Responses:

1. Grant of restricted shares on April 1, 2005, with 180 shares vesting on April 1, 2009.

2. Grant of restricted shares on March 27, 2006, with 164 shares vesting on each of March 27, 2009 and March 27, 2010.

3. Grant of restricted shares on May 9, 2007, with 204 shares vesting on each of May 9, 2009, May 9, 2010 and May 9, 2011.

4. Grant of restricted shares on April 1, 2008 vesting in four equal annual installments on April 1 of 2009 through 2012.

5. Grant of restricted shares on May 12, 2008 vesting in four equal annual installments on May 12 of 2009 through 2012.

6. Grant of option on March 24, 2004 vesting in four equal annual installments on March 24 of 2005 through 2008.

7. Grant of option on June 3, 2004 vesting in four equal annual installments on June 3 of 2005 through 2008.

	/s/ Jaime Carey	06/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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