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                                                                    Exhibit 99.2


                                 FORM OF PROXY

                               FATBRAIN.COM, INC.
                    2550 WALSH AVENUE, SANTA CLARA, CA 95051
     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FATBRAIN.COM, INC. FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
November 16, 2000

      The undersigned holder of Common Stock, par value $0.001, of Fatbrain.com,
Inc. (the "Company"), hereby appoints Dennis Capovilla and Kim Orumchian, or
either of them, proxies for the undersigned with full power of substitution, to
represent and to vote as specified in this Proxy all Common Stock of the Company
that the undersigned stockholder would be entitled to vote if personally present
at the Special Meeting of Stockholders (the "Special Meeting") to be held on
November 16, 2000 at 10:00 a.m., California time, at 2550 Walsh Avenue, Santa
Clara, California, and at any adjournments or postponements of the Special
Meeting. The undersigned stockholder hereby revokes any proxy or proxies
heretofore executed for such matters.

      This proxy, when properly executed, will be voted in the manner as
directed herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE APPROVAL OF THE MERGER PROPOSAL AND IN ACCORDANCE
WITH THE DETERMINATION OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING. The undersigned stockholder may revoke this proxy at
any time before it is voted by delivering to the corporate secretary of the
company either a written revocation of the proxy or a duly executed proxy
bearing a later date, or by appearing at the special meeting and voting in
person.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE MERGER
PROPOSAL AT THE SPECIAL MEETING. IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS OF FATBRAIN.COM, INC., YOU MAY SIGN AND DATE THE REVERSE
SIDE OF THIS CARD WITHOUT CHECKING ANY BOX.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED RETURN
ENVELOPE. If you receive more than one proxy card, please sign and return ALL
cards in the enclosed envelope.

                  (Continued and to be signed on reverse side)
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                                   (Reverse)

                               FATBRAIN.COM, INC.


1.   To adopt and approve the Agreement and Plan of Merger entered into by
     barnesandnoble.com inc., a Delaware corporation, and the Company, dated as
     of September 13, 2000.

                    FOR / /             AGAINST / /             ABSTAIN / /

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Special Meeting. The undersigned acknowledges
receipt of the accompanying Notice of Special Meeting of Stockholders and Joint
Proxy Statement/Prospectus.



                           Date: _______________________________________ , 2000


                           ____________________________________________________
                                                 Signature

                           ____________________________________________________
                                        Signature (if held jointly)


                           Please date and sign exactly as your name(s) is (are)
                           shown on the share certificate(s) to which the Proxy
                           applies. When shares are held as joint-tenants, both
                           should sign. When signing as an executor,
                           administrator, trustor, guardian, attorney-in-fact or
                           other fiduciary, please give full title as such. When
                           signing as a corporation, please sign in full
                           corporate name by President or other authorized
                           officer. When signing as a partnership, please sign
                           in partnership name by an authorized person.