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Exhibit 99.3
We hereby consent to (i) the inclusion of our opinion letter, dated
September 11, 2000, to the Board of Directors of Fatbrain.com, Inc. ("Fatbrain")
as ANNEX C to the Joint Proxy Statement/Prospectus which forms part of the
Registration Statement on Form S-4 of barnesandnoble.com inc. ("Barnes &
Noble.com") relating to the proposed merger of Fatbrain with and into Barnes &
Noble.com, and (ii) references made to our firm and such opinion in such Joint
Proxy Statement/Prospectus under the captions entitled "Summary - Opinions of
Financial Advisor," "The Merger - Background of the Merger," "The Merger -
Reasons for the Merger; Recommendation of the Board of Directors of Fatbrain "
and "The Merger - Opinion of Financial Advisor to Fatbrain Board." In giving
such consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder, nor do we admit that we are
"experts" as used in the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.
/s/ J.P. MORGAN SECURITIES INC.
(54331)
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October 16, 2000
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