Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
IANNONE JAMIE
2. Date of Event Requiring Statement (MM/DD/YYYY) 7/1/2012
3. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [BKS]

(Last)        (First)        (Middle)
C/O BARNES & NOBLE, INC., 122 FIFTH AVENUE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Pres., B&N Digital Products /

(Street)
NEW YORK, NY 10011

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Common Stock 152347 ⁽¹⁾ D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Employee Stock Option (right to buy) ⁽²⁾ 11/14/2021 Common Stock 100000 $15.78 D

Explanation of Responses:

( 1) Consists of: (a) grant of 75,000 restricted shares on August 3, 2009, vesting in four equal annual installments on August 3 of each of the years 2010 through 2013, less 9,792 shares withheld by the Issuer to cover applicable withholding taxes for vested shares; (b) grant of 50,000 restricted shares on September 1, 2010, vesting in four equal annual installments on September 1 of each of the years 2011 through 2014, less 4,528 shares withheld by the Issuer to cover applicable withholding taxes for vested shares; and (c) grant of 41,667 restricted stock units (payable solely in common stock of the Issuer on each vesting date) on May 23, 2011, with 25% vesting on May 23, 2013, 25% vesting on May 23, 2014 and the remaining 50% vesting on May 23, 2015.

( 2) Stock option, with 25% vesting on November 15, 2013, 25% vesting on November 15, 2014 and the remaining 50% vesting on November 15, 2015.

Remarks:
Remarks:

EXHIBIT LIST - Exhibit 24 - Power of Attorney for Jamie Iannone

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

IANNONE JAMIE
C/O BARNES & NOBLE, INC.
122 FIFTH AVENUE
NEW YORK, NY 10011

Pres., B&N Digital Products

Signatures

/s/ Eugene V. DeFelice, as Attorney-in-Fact for Jamie Iannone 7/1/2012

^** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table I - Non-Derivative Securities Beneficially Owned
Common Stock	152347 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Employee Stock Option (right to buy)	⁽²⁾	11/14/2021	Common Stock	100000	$15.78	D

Exhibit 24

POWER OF ATTORNEY

The undersigned with respect to the matters described herein, hereby constitutes and appoints Eugene DeFelice, Brad Feuer, Michael Huseby, Peter Herpich, Sheedeh Moayery 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 that 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 27th day of June, 2012.

	/s/ Jamie Iannone
	Name: Jamie Iannone

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	152347 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	11/14/2021	Common Stock	100000	$15.78	D

Explanation of Responses:
( 1)	Consists of: (a) grant of 75,000 restricted shares on August 3, 2009, vesting in four equal annual installments on August 3 of each of the years 2010 through 2013, less 9,792 shares withheld by the Issuer to cover applicable withholding taxes for vested shares; (b) grant of 50,000 restricted shares on September 1, 2010, vesting in four equal annual installments on September 1 of each of the years 2011 through 2014, less 4,528 shares withheld by the Issuer to cover applicable withholding taxes for vested shares; and (c) grant of 41,667 restricted stock units (payable solely in common stock of the Issuer on each vesting date) on May 23, 2011, with 25% vesting on May 23, 2013, 25% vesting on May 23, 2014 and the remaining 50% vesting on May 23, 2015.
( 2)	Stock option, with 25% vesting on November 15, 2013, 25% vesting on November 15, 2014 and the remaining 50% vesting on November 15, 2015.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
IANNONE JAMIE C/O BARNES & NOBLE, INC. 122 FIFTH AVENUE NEW YORK, NY 10011			Pres., B&N Digital Products

Signatures
/s/ Eugene V. DeFelice, as Attorney-in-Fact for Jamie Iannone		7/1/2012
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.