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): February 19, 2004



                              BARNES & NOBLE, INC.

             (Exact name of Registrant as Specified in its Charter)

                                    Delaware

                 (State or other Jurisdiction of Incorporation)



                1-12302                                      06-1196501
- ---------------------------------------              ---------------------------
       (Commission File Number)                (IRS Employer Identification No.)

              122 Fifth Avenue, New York, NY                          10011
     ------------------------------------------------             ------------
         (Address of Principal Executive Offices)                  (Zip Code)

        Registrant's Telephone Number, Including Area Code (212) 633-3300
                                                           --------------

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






Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)  Exhibits

         99.1  Press Release of Barnes & Noble, Inc., dated February 19, 2004

Item 12.  Results of Operations and Financial Condition

         On February 19, 2004, Barnes & Noble, Inc. (the "Company") issued a
press release announcing its sales results for the fiscal quarter and fiscal
year ended January 31, 2004. A copy of this press release is attached hereto as
Exhibit 99.1.

         The information in this Form 8-K and the Exhibit attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.









                                    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.



                            BARNES & NOBLE, INC.
                            (Registrant)




                            By:/s/ Joseph J. Lombardi
                               -----------------------------------------
                            Name: Joseph J. Lombardi
                         Title: Chief Financial Officer


Date:   February 19, 2004



                              Barnes & Noble, Inc.

                                  EXHIBIT INDEX


Exhibit
Number      Description
_______     ___________

 99.1       Press Release of Barnes & Noble, Inc., dated February 19, 2004

EX-99.1

                                                                   Exhibit 99.1

Barnes & Noble Sales Increase 8.0% in 2003; Fourth Quarter Sales
Increase 10.0%; Fourth Quarter Comparable Store Sales Increase 6.4%

    NEW YORK--(BUSINESS WIRE)--Feb. 19, 2004--Barnes & Noble, Inc.
(NYSE: BKS), the world's largest bookseller, today reported sales for
the fourth quarter and for the full year ended January 31, 2004:

    --  Barnes & Noble store sales were $1.3 billion for the quarter,
        an increase of 10.0% over the prior year. For the full year
        ended January 31, 2004, sales were $3.9 billion, an increase
        of 8.0%. Comparable store sales increased 6.4% for the fourth
        quarter and 3.2% for the year. Comparable store sales for the
        month of January increased 7.8%.

    --  B. Dalton sales, which comprise approximately 5.0% of total
        bookstore sales, were $79.7 million for the quarter, a
        decrease of (10.3%), and $221.0 million for the year, a
        decrease of (15.0%), due primarily to the closing of 63
        stores. Comparable store sales increased 4.1% for the fourth
        quarter and decreased (2.0%) for the year.

    The company expects full year consolidated earnings to be
approximately $2.07 per share, at the high end of previously issued
guidance of $2.00 to $2.07 per share. Subject to the completion of the
year end audits, earnings per share is expected to be $1.75 for Barnes
& Noble bookstores, $0.50 for GameStop and ($0.18) for Barnes &
Noble.com. Earnings per share estimates for GameStop and Barnes &
Noble.com are based upon Barnes & Noble, Inc.'s percentage ownership
interest in each company. Earnings results for fiscal 2003 and
guidance for fiscal 2004 will be issued on or about March 18, 2004.

    ABOUT BARNES & NOBLE, INC.

    Barnes & Noble, Inc. (NYSE: BKS) is the world's largest
bookseller, operating 647 Barnes & Noble stores in 49 states. It also
operates 195 B. Dalton Bookseller stores, primarily in regional
shopping malls. The company offers titles from more than 50,000
publisher imprints, including thousands of small, independent
publishers and university presses. It conducts its e-commerce business
through Barnes & Noble.com (NASDAQ: BNBN) (http://www.bn.com).
    Barnes & Noble also has approximately a 65% interest in GameStop
(NYSE: GME), the nation's largest video game and entertainment
software specialty retailer with 1,514 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.

    CONTACT: Barnes & Noble, Inc.
             Media Contact:
             Mary Ellen Keating
             Senior Vice President
             Corporate Communications
             212/633-3323
             or
             Investor Contact:
             Joseph J. Lombardi
             Chief Financial Officer
             212/633-3215