FORM 3

                  U.S. 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, Section 17(a) of the Public Utility
   Holding Company Act of 1935 or Section 30(f) of the Investment Company Act
                                    of 1940


1.   Name and Address of Reporting Person*

     Toulantis       Marie   
     (Last)         (First)        (Middle)  


     c/o Barnes & Noble, Inc.     
     122 Fifth Avenue
          (Street)
     New York  New York  10011
     (City)         (State)        (Zip)

2.   Date of Event Re-
     quiring Statement
     (Month/Day/Year)
          7/28/97

3.   IRS or Social Se-
     curity Number of Reporting Person
     (Voluntary)

4.   Issuer Name and Ticker or Trading Symbol
     
     Barnes & Noble, Inc. (BKS)

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


     _____ Director                _____ 10% Owner

       X   Officer  (give          _____ Other (specify
     ----       title below)                     below)
               Executive Vice President, Finance

6.   If Amendment, Date of Original
     
     (Month/Day/Year)

7.   Individual or Joint/Group Filing (check applicable line)         

   X      Form filed by One Reporting Person
  ---
  ---     Form filed by more than One Reporting Person



                             Table 1 - Non-Derivative Securities Beneficially Owned

                              2. Amount of Securities       3. Ownership Form: Direct     4. Nature of Indirect
1.  Title of Security            Beneficially Owned            (D) or Indirect (I)           Beneficial Ownership
    (Instr. 4)                   (Instr. 4)                    (Instr. 5)                    (Instr. 5)

                                                                                  
Common Stock, par value $.001       -0-

*  If the form is filed by more than one reporting person, see 
   Instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
          owned directly or indirectly.  
                                          (Print or Type Responses)


                   Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
                                   (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative   2. Date Exercisable and  3. Title and Amount of                      5. Ownership     
   Security (Instr. 4)      Expiration Date          Securities Underlying                       Form of Deri-    
- -----------------------    (Month/Day/Year)          Derivative Security                         vative Sec-   6. Nature of   
                           ____________________      (Instr. 4)             4. Conversion or     urity: Dir-      Indirect
                                                    ------------------------   Exercise Price    ect (D) or       Beneficial 
                           Date Exer-  Expiration           Amount or Number   of Derivative     Indirect (I)       Ownership
                           cisable     Date          Title     of Shares       Security          (Instr. 5)       (Instr. 5)
                           ----------  ----------    ------- ---------------- ---------------  --------------  ------------


                                                                                          
Option (right to buy)(1)        (2)       7/27/07     Common     100,000         $ 41.25             D
                                                      Stock




Explanation of Responses

(1)  Granted under Barnes & Noble, Inc. 1996 Incentive Plan in transaction exempt under Rule 16b-3.
(2)  One-third of these options become exercisable on July 28 of each of the years 1998 through 2000.

                   
**   Intentional misstatements or omissions of facts constitute 
     Federal Criminal Violations.                                                /s/ Marie Toulantis           October 9, 1997
     See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                                  ---------------------------    -------------
                                                                           **Signature of Reporting Person          Date
                                                                                   Marie Toulantis
Note: File three copies of this form, one of which must be manually signed.  If space provided is insufficient,
      See Instruction 6 for procedure.
                                                                                                                            Page 2
                                                     (Print or Type Responses)