8-K

UNITED STATES

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):

February 17, 2010

BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
Delaware	1-12302	06-1196501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
122 Fifth Avenue, New York, New York		10011
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (212) 633-3300
Not Applicable
____________________________________________________________
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events                                

On January 28, 2010, the Board of Directors of Barnes & Noble, Inc. (the “Board”) received a letter from Ronald Burkle, Managing Partner of The Yucaipa Companies LLC.  The Board responded to Mr. Burkle in a letter dated February 17, 2010, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits

(d)           The following exhibit is filed as a part of this Report.

Exhibit No.	Description
99.1	Letter dated February 17, 2010, from the Board of Directors of Barnes & Noble, Inc. to Ronald Burkle, Managing Partner of the Yucaipa Companies LLC.

SIGNATURES

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 thereunto duly authorized.

	BARNES & NOBLE, INC.
Date:  February 17, 2010	By:	/s/ Joseph J. Lombardi
		Name:  Joseph J. Lombardi
		Title:  Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Letter dated February 17, 2010, from the Board of Directors of Barnes & Noble, Inc. to Ronald Burkle, Managing Partner of the Yucaipa Companies LLC.

EX-99.1

Exhibit 99.1

[BARNES & NOBLE LETTERHEAD]

February 17, 2010

Mr. Ronald Burkle

Managing Partner

The Yucaipa Companies LLC

9130 W. Sunset Boulevard

Los Angeles, California 90069

Dear Mr. Burkle:

The Board of Directors has carefully considered your letter of January 28, 2010 requesting that you and your affiliated funds be allowed to collectively acquire 37% of Barnes & Noble’s outstanding shares without triggering Barnes & Noble’s Shareholder Rights Plan.

The Shareholder Rights Plan was adopted last November in response to a rapid accumulation of a significant portion of Barnes & Noble’s outstanding common stock, and is intended to protect our shareholders from actions that are inconsistent with their best interests. The Board has determined by unanimous vote that acceding to your request would not be in the best interests of all Barnes & Noble’s shareholders.

As you have expressed concern regarding the “free and fair exercise of the shareholder franchise,” we would remind you that Barnes & Noble previously announced its intention to submit the Shareholder Rights Plan for shareholder ratification within 12 months of its adoption.

The Board also would like to correct a misstatement contained in your letter regarding the total stock holdings of the Riggio family and other Company insiders. Please be advised that, excluding options that are not votable, Barnes & Noble’s directors, management and other executive officers currently hold approximately 31% of the Company’s outstanding stock.

The Board has also considered your question regarding Excluded Shares under the Shareholder Rights Plan. While the Board does not believe the analysis of the Shareholder Rights Plan reflected in your letter is correct, in order to eliminate any ambiguity the Board has adopted an amendment to the Rights Agreement regarding Excluded Shares. This amendment is contained in a Form 8-K being filed today with the Securities and Exchange Commission.

Finally, the Board is unanimous in its view that there is absolutely no basis whatsoever for the allegations made in your letter.

Yours truly,

Barnes & Noble Board of Directors