8-K

UNITED STATESSECURITIES 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) March 20, 2008

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)

(212) 633-3300

(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 2.02     Results of Operations and Financial Condition

On March 20, 2008, Barnes & Noble, Inc. (the "Company") issued a press release announcing its financial results for the fourth quarter and full year ended February 2, 2008 and increased the quarterly dividend (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1.

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

Item 7.01     Regulation FD Disclosure

The information (including disclaimer) presented under Item 2.02 is incorporated by reference into this Item 7.01.

Item 9.01     Financial Statements and Exhibits

         (d)  Exhibits

      99.1  Press Release of Barnes & Noble, Inc., dated March 20, 2008

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 20, 2008

Barnes & Noble, Inc.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Barnes & Noble, Inc., dated March 20, 2008

EX-99.1

Exhibit 99.1

Barnes & Noble Reports 2007 Results

Increases Quarterly Cash Dividend

Issues First Quarter 2008 Guidance

NEW YORK--(BUSINESS WIRE)--Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller, today reported sales and earnings for the fourth quarter and the full year ended February 2, 2008. In addition, the company announced that its Board of Directors has authorized an increase to its quarterly cash dividend from $0.15 to $0.25 per share, commencing with the dividend to be paid in June 2008.

2007 RESULTS

As previously reported, Barnes & Noble store sales were $1,511 million for the quarter and $4,648 million for the full year. Excluding the impact of the extra week during fiscal 2006, Barnes & Noble store sales increased 2.8% for the quarter and 4.3% for the full year as compared to the same periods in fiscal 2006. Comparable store sales decreased 0.5% for the quarter and increased 1.8% for the year.

Barnes & Noble.com sales were $177 million for the quarter and $477 million for the full year. Excluding the impact of the extra week during fiscal 2006, Barnes & Noble.com comparable sales increased 13.1% for the quarter and 13.4% for the full year as compared to the same periods in fiscal 2006.

Consolidated sales were $1,846 million for the quarter and $5,411 million for the full year.

As previously announced, the company received two non-operating benefits in January 2008, comprised of property insurance and litigation settlements that totaled $6.3 million on an after tax basis ($0.10 per share for the fourth quarter and $0.09 per share for the full year).

Net earnings were $115.0 million, or $1.79 per share for the fourth quarter, and $135.8 million, or $2.03 per share, for the full year, in-line with guidance updated on March 3, 2008.

As previously announced, the company repurchased 6.9 million shares in 2007 for $248.3 million under its share repurchase plan. In the first quarter of 2008, the company purchased an additional 1.9 million shares for $52.7 million. Approximately $150 million remains under the existing share repurchase authorization.

2008 GUIDANCE

The company expects first quarter comparable store sales at Barnes & Noble stores to be slightly negative, and as previously announced, full-year comparable store sales are expected to be slightly positive.

Barnes & Noble, Inc.’s first quarter earnings is expected to range from $0.05 to $0.10 per share. As previously announced, Barnes & Noble, Inc.’s full-year earnings per share are expected to range from $1.70 to $1.90, approximately flat with 2007 on an operating basis. Non-operating items in 2007 results include the two settlements, previously noted, as well as the $8 million tax benefit recorded in the company’s second quarter.

The share count used in the computation of earnings per share is based on a diluted weighted average share count of 63.4 million shares for the first quarter, and a diluted weighted average share count of 64.2 million shares for the full year.

As of February 2, 2008, the company operated 713 Barnes & Noble stores and 85 B. Dalton stores. During the fourth quarter, nine Barnes & Noble stores were opened and five were closed. Seven B. Dalton stores were closed during the quarter.

A conference call with Barnes & Noble, Inc.’s senior management will be webcast beginning at 10:00 A.M. ET on Thursday, March 20, 2008, and is accessible at www.barnesandnobleinc.com/webcasts. The call will also be archived at www.earnings.com for one year.

Barnes & Noble, Inc. will report first quarter earnings on or about May 22, 2008.

ABOUT BARNES & NOBLE, INC.

Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller and a Fortune 500 company, operates 798 bookstores in 50 states. For the fourth year in a row, the company is the nation’s top bookseller brand, as determined by a brand’s overall strength based on its combination of familiarity, quality and purchase intent, according to the EquiTrend® Brand Study by Harris Interactive®. Barnes & Noble conducts its online business through Barnes & Noble.com (www.bn.com), one of the Web’s largest e-commerce sites.

General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company’s corporate website: 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 performance and successful integration of acquired businesses, the success of the company’s strategic investments, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, the results or effects of any governmental review of the company’s stock option practices, 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.

BARNES & NOBLE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
	13 weeks ended			14 weeks ended		52 weeks ended		53 weeks ended
	February 2, 2008			February 3, 2007		February 2, 2008		February 3, 2007
Sales	$	1,845,694		1,878,402		5,410,828		5,261,254
Cost of sales and occupancy		1,255,595		1,259,407		3,770,007		3,622,962
Gross profit		590,099		618,995		1,640,821		1,638,292
Selling and administrative expenses		347,747		351,461		1,250,089		1,201,673
Depreciation and amortization		43,402		46,872		172,210		170,338
Pre-opening expenses		1,094		2,411		10,387		12,897
Operating profit		197,856		218,251		208,135		253,384
Interest income, net		1,592		1,645		7,135		1,537
Income before taxes and minority interest		199,448		219,896		215,270		254,921
Income taxes		78,588		88,333		76,917		102,606
Income before minority interest		120,860		131,563		138,353		152,315
Minority interest		(5,819	)	(4,831	)	(2,554	)	(1,788	)
Net income	$	115,041		126,732		135,799		150,527
Income per common share:
Basic	$	1.88		1.95		2.13		2.31
Diluted	$	1.79		1.83		2.03		2.17
Weighted average common shares outstanding
Basic		61,060		65,095		63,662		65,212
Diluted		64,091		69,131		67,050		69,226
Percentage of sales:
Sales		100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales and occupancy		68.0	%	67.0	%	69.7	%	68.9	%
Gross profit		32.0	%	33.0	%	30.3	%	31.1	%
Selling and administrative expenses		18.8	%	18.7	%	23.1	%	22.8	%
Depreciation and amortization		2.4	%	2.5	%	3.2	%	3.2	%
Pre-opening expenses		0.1	%	0.1	%	0.2	%	0.2	%
Operating profit		10.7	%	11.6	%	3.8	%	4.8	%
Interest income, net		0.1	%	0.1	%	0.1	%	0.0	%
Income before taxes and minority interest		10.8	%	11.7	%	4.0	%	4.8	%
Income taxes		4.3	%	4.7	%	1.4	%	2.0	%
Income before minority interest		6.5	%	7.0	%	2.6	%	2.9	%
Minority interest		-0.3	%	-0.3	%	0.0	%	0.0	%
Net income		6.2	%	6.7	%	2.5	%	2.9	%

BARNES & NOBLE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
	February 2, 2008			February 3, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	361,047		348,767
Receivables, net		112,199		100,467
Merchandise inventories		1,366,858		1,354,580
Prepaid expenses and other current assets		125,577		118,626
Total current assets		1,965,681		1,922,440
Property and equipment:
Land and land improvements		3,247		3,247
Buildings and leasehold improvements		1,055,870		990,058
Fixtures and equipment		1,341,568		1,310,026
		2,400,685		2,303,331
Less accumulated depreciation and amortization		1,576,052		1,497,275
Net property and equipment		824,633		806,056
Goodwill		255,290		259,683
Intangible assets, net		87,987		91,176
Deferred taxes		102,633		104,103
Other noncurrent assets		13,602		13,340
Total assets	$	3,249,826		3,196,798
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	854,671		792,977
Accrued liabilities		735,496		696,666
Total current liabilities		1,590,167		1,489,643
Deferred taxes		173,496		160,273
Other long-term liabilities		399,390		371,357
Minority interest		12,053		10,660
Shareholders' equity:
Common stock; $.001 par value; 300,000 shares
authorized; 86,754 and 84,608
shares issued, respectively		87		85
Additional paid-in capital		1,233,343		1,169,167
Accumulated other comprehensive loss		(9,523	)	(7,086	)
Retained earnings		696,861		600,404
Treasury stock, at cost, 26,461
and 19,520 shares, respectively		(846,048	)	(597,705	)
Total shareholders' equity		1,074,720		1,164,865
Commitments and contingencies		-		-
Total liabilities and shareholders' equity	$	3,249,826		3,196,798

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