8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)   March 24, 2005
                                                --------------------------------

                              BARNES & NOBLE, INC.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

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


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

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


- --------------------------------------------------------------------------------
          (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 (see General Instruction A.2. below):

|_| 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 March 24, 2005, Barnes & Noble, Inc. issued a press release announcing
that its Board of Directors authorized a new share repurchase program of up to
$200 million. Purchases may be made in the open market and in privately
negotiated transactions from time to time and in such amounts as management
deems appropriate. A copy of this press release is attached hereto as Exhibit
99.1.

Item 9.01  Financial Statements and Exhibits

       (c)  Exhibits

     99.1   Press Release of Barnes & Noble, Inc., dated March 24, 2005




                                    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
                                              ---------------------
                                              Joseph J. Lombardi
                                              Chief Financial Officer


Date:   March 24, 2005




                              Barnes & Noble, Inc.

                                  EXHIBIT INDEX




Exhibit Number    Description
- --------------    -----------
99.1              Press Release of Barnes & Noble, Inc., dated March 24, 2005

EX-99.1

                                                                    Exhibit 99.1

  Barnes & Noble Announces New $200 Million Share Repurchase Program

    NEW YORK--(BUSINESS WIRE)--March 24, 2005--Barnes & Noble, Inc.
(NYSE: BKS), the world's largest bookseller, today announced that its
Board of Directors has authorized a new share repurchase program of up
to $200 million of its common shares. Share repurchases under this
program may be made through open market and privately negotiated
transactions from time to time and in such amounts as management deems
appropriate. The new share repurchase program follows the company's
previous $250 million share repurchase program, which was recently
completed in full.

    ABOUT BARNES & NOBLE, INC.

    Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller
and a Fortune 500 company, operates 820 bookstores in 50 states. For
the third year in a row, the company is the nation's top retail brand
for quality, according to the EquiTrend(R) Brand Study by Harris
Interactive(R). Barnes & Noble conducts its online business through
Barnes & Noble.com (www.bn.com), one of the Web's largest e-commerce
sites and the number-one brand among e-commerce companies, according
to the latest EquiTrend survey. In addition to its retail operations,
Barnes & Noble is one of the largest book publishers in the world. Its
subsidiary, Sterling Publishing, publishes over 1,100 new titles a
year and has an active list of over 5,000 titles.

    General information on Barnes & Noble, Inc. can be obtained via
the Internet by visiting the company's corporate Web site:
http://www.barnesandnobleinc.com.

    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,
the successful and timely completion and integration of the company's
new New Jersey distribution center, 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:
             Mary Ellen Keating, 212-633-3323
             Senior Vice President
             Corporate Communications
             or
             Investors:
             Joseph J. Lombardi, 212-633-3215
             Chief Financial Officer