exhibit25-1

EX-99 5 exhibit25-1.htm EX. 25.1 exhibit25-1

Exhibit 25.1

FORM T-1
==============================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
__________________

UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)

114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
__________________
Barnes & Noble, Inc.
(Exact name of obligor as specified in its charter)

Delaware 06-1196501
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

__________________

122 Fifth Avenue 10011
New York, NY (Zip Code)
__________________
5.25% Convertible Subordinated Notes due 2009
(Title of the indenture securities)

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GENERAL

1. General Information
-------------------

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is
subject.

Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

2. Affiliations with the Obligor
-----------------------------

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:

Barnes & Noble, Inc. currently is not in default under any of its
outstanding securities for which United States Trust Company of New York is
Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14
and 15 of Form T-1 are not required under General Instruction B.

16. List of Exhibits
----------------

T-1.1 -- Organization Certificate, as amended, issued by the State
of New York Banking Department to transact business as a
Trust Company, is incorporated by reference to Exhibit T-1.1
to Form T-1 filed on September 15, 1995 with the Commission
pursuant to the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990
(Registration No. 33-97056).

T-1.2 -- Included in Exhibit T-1.1.

T-1.3 -- Included in Exhibit T-1.1.

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16. List of Exhibits
----------------
(cont'd)

T-1.4 -- The By-Laws of United States Trust Company of New York, as amended,
is incorporated by reference to Exhibit T-1.4 to Form T-1 filed
on September 15, 1995 with the Commission pursuant to the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform
Act of 1990 (Registration No. 33-97056).

T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990.

T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.

NOTE
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-----

As of May 14, 2001, the trustee had 2,999,029 shares of Common Stock outstanding,
all of which are owned by its parent company, U.S. Trust Corporation. The term
"trustee" in Item 2, refers to each of United States Trust Company of New York and
its parent company, U. S. Trust Corporation.

In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information
to be furnished by the obligor and the trustee disclaims responsibility
for the accuracy or completeness of such information.

__________________

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 14th day
of May 2001.

UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee

By: /s/Cynthia Chaney
-----------------
Cynthia Chaney
Assistant Vice President