8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 2004

barnesandnoble.com inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-26063	13-4048787
(Commission File Number)	(IRS Employer Identification No.)
76 Ninth Avenue, New York, NY	10011
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (212) 414-6000

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events and Required FD Disclosure

      On May 27, 2004, barnesandnoble.com inc. (the “Company”) issued a press release announcing the results of its special meeting of stockholders held on May 27, 2004 and completion of its previously announced merger with a wholly owned subsidiary of Barnes & Noble, Inc. (“Barnes & Noble”). At the special meeting, the Company’s stockholders approved and adopted the Agreement and Plan of Merger, dated as of January 8, 2004, among Barnes & Noble, B&N.com Holding Corp., a wholly owned subsidiary of Barnes & Noble (“B&N Holding”), B&N.com Acquisition Corp., a wholly owned subsidiary of B&N Holding (“B&N Acquisition”) and the Company, pursuant to which B&N Acquisition was merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). As a result of the completion of the Merger, the Company became a privately held corporation wholly owned by Barnes & Noble, and the Company’s shares will no longer be listed on the NASDAQ National Market. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 7. Financial Statements, Financial Information and Exhibits

(c) Exhibits
	99.1	Press Release of barnesandnoble.com inc., dated May 27, 2004.

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

barnesandnoble.com inc.

(Registrant)

By:  /s/ Kevin M. Frain

    Name:  Kevin M. Frain

    Title:    Chief Financial Officer

Date: May 27, 2004

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
	99.1	Press Release of barnesandnoble.com inc., dated May 27, 2004.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media Contact:	Media Contact:
Mary Ellen Keating	Carolyn Brown
Senior Vice President	Director
Corporate Communications	Corporate Communications
Barnes & Noble, Inc.	Barnes & Noble.com
(212) 633-3323	(212) 633-4062
AND	AND
Investor Contacts:	Investor Contacts:
Joseph J. Lombardi	Kevin Frain
Chief Financial Officer	Chief Financial Officer
Barnes & Noble, Inc.	Barnes & Noble.com
(212) 633-3215	(212) 414-6093

Barnes & Noble and Barnes & Noble.com Merger Completed

New York, NY (May 27, 2004)-Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller, today completed its previously announced merger of Barnes & Noble.com with a wholly owned subsidiary of Barnes & Noble. The merger was approved by the stockholders of Barnes & Noble.com at a special meeting held earlier today. As a result of the merger, Barnes & Noble.com became a privately held company, wholly owned by Barnes & Noble. Shares of Barnes & Noble.com Class A common stock, which prior to the merger traded on the Nasdaq National Market under the symbol “BNBN,” were delisted from trading as of the close of the market today.

ABOUT BARNES & NOBLE, INC.

Barnes & Noble, Inc. (NYSE: BKS) is the world’s largest bookseller, operating 653 Barnes & Noble stores in 49 states. It also operates 188 B. Dalton Bookseller stores, primarily in regional shopping malls. The company offers titles from more than 50,000

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publisher imprints, including thousands of small, independent publishers and university presses. It conducts its e-commerce business through Barnes & Noble.com (http://www.bn.com).

Barnes & Noble also has approximately a 63% interest in GameStop (NYSE: GME), the nation’s largest video game and entertainment software specialty retailer with over 1,603 stores.

General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company’s corporate Web site: http://www.barnesandnobleinc.com/financials.

SAFE HARBOR

This press release contains “forward-looking statements.” Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, general economic and market conditions, decreased consumer demand for the company’s products, possible disruptions in the company’s computer or telephone systems, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company’s online and other initiatives, the successful integration of acquired businesses, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, product shortages, and other factors which may be outside of the company’s control. Please refer to the company’s annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially.

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