POWER OF ATTORNEY



The undersigned with respect to the matters described herein, hereby constitutes

and appoints Jennifer Daniels, Joseph Lombardi and Michelle Smith, each of whom

may act individually, as my true and lawful attorney-in-fact to:



(1) Execute for and on behalf of the undersigned all forms or documents

(collectively, the "Forms") to be filed under the Securities Exchange Act

of 1934, as amended, and the rules thereunder (collectively, the "Exchange Act")

with respect to transactions by the undersigned in securities issued by Barnes

& Noble, Inc. (the "Company"), including without limitation any Forms 3, 4 or 5,

Form 144 or Schedule 13D, and any amendments to any of the foregoing;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Forms and timely

file such Forms with the United States Securities and Exchange Commission and any

stock exchange or similar authority; and



(3) Take any other action of any type whatsoever in connection with the foregoing

that, in the opinion of such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned. The undersigned understands

and confirms that the Forms executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



The undersigned hereby grants to such attorney-in-fact full power and authority to

do and perform any and every act and thing whatsoever requisite, necessary or

proper to be done in the exercise of any of the rights and powers herein granted,

as fully to all intents and purposes as the undersigned might or could do if

personally present, with full power of substitution or revocation, hereby ratifying

and confirming all that such attorney-in-fact shall lawfully do or cause to be done

by virtue of this power of attorney and the rights and powers herein granted. The

undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving

in such capacity at the request of the undersigned, is not assuming, nor is the

Company assuming, and shall not be liable or responsible for, nor shall the Company

be liable or responsible for, any of the undersigned's responsibilities to comply

with the Exchange Act.



This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3, 4 and 5 with respect to securities issued

by the Company, unless earlier revoked with respect to any of the attorneys-in-fact

named herein by the undersigned in a signed writing delivered to such person or

persons or the Company.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 21st day of August, 2009.





Signature:  /s/  William J. Lynch, Jr.



Print Name:  William J. Lynch, Jr.