UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BARNES & NOBLE, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
067774109
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 4, 1997
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.) NO LONGER APPLICABLE
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 067774109
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 1,372,400
Shares Bene-
ficially (8) Shared Voting Power
owned by 337,200
Each Report-
ing Person (9) Sole Dispositive Power
With 1,372,400
(10) Shared Dispositive Power
337,200
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,709,600
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.2%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par
value (the "Common Stock" or the "Shares"), of BARNES & NOBLE, INC.
("Company"), which has its principal executive offices at 122 Fifth
Avenue, New York, NY 10011.
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"). Cooperman is the Managing Member of Omega
Associates, L.L.C. ("Associates"), a limited liability company
organized under the laws of the State of Delaware. Associates is
a private investment firm formed to invest in and act as general
partner of investment partnerships or similar investment vehicles.
Associates is the general partner of three limited partnerships
organized under the laws of Delaware known as Omega Capital
Partners, L.P., Omega Institutional Partners, L.P., and Omega
Equity Partners, L.P. They are private investment firms engaged
in the purchase and sale of securities for investment for their own
accounts. The business address of Cooperman and the principal
business and office of Associates, Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P., and Omega Equity Partners, L.P.
is c/o Omega Advisors, Inc., 88 Pine Street, Wall Street Plaza -
31st Floor, New York, New York 10005. Cooperman is a citizen of
the United States.
Cooperman is also the President and majority
stockholder of Omega Advisors, Inc., a Delaware corporation,
engaged in providing investment management. The address of the
principal business and office of Omega Advisors, Inc. is 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, New York 10005.
Omega Advisors, Inc. serves as investment manager to Omega Overseas
Partners, Ltd., and Omega Overseas Partners II, Ltd., and Cooperman
is deemed to control said entities. Omega Overseas Partners, Ltd.,
is a Cayman Island corporation, with a business address at British
American Tower, Third Floor, Jennrett Street, Georgetown, Grand
Cayman Island, British West Indies. Omega Overseas Partners II,
Ltd. is a Cayman Island corporation, with a business address c/o
Hemisphere House, 9 Church Street, Hamilton HM 11, Bermuda. Omega
Advisors, Inc. also serves with discretionary power as investment
manager to unrelated third parties (herein referred to as the
"Managed Account").
Neither Cooperman nor any of the investment entities
controlled by him have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,709,600 Shares. Of this
amount, 545,300 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $15,733.059; 43,800 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $1,395,025; 73,600
Shares were purchased by Omega Equity Partners, L.P., at a cost of
$2,109,280; 709,700 Shares were purchased by Omega Overseas
Partners, Ltd., at a cost of $20,036,494; and 337,200 Shares were
purchased by the Managed Account at a cost of $9,816,418. The
source of funds for the purchase of all such Shares was investment
capital.
Item 4. Purpose of Transaction.
Cooperman has acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, Cooperman from time
to time evaluates holdings of securities, and based on such
evaluation, he may determine to acquire or dispose of securities of
specific issuers.
Cooperman has no present plans or intentions which would
result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended October 26, 1996, filed
with the Securities & Exchange Commission, there were issued and
outstanding as of November 22, 1996, 33,173,423 Shares of Common
Stock. Omega Capital Partners, L.P., owns 545,300 Shares, or 1.6%
of those outstanding; Omega Institutional Partners, L.P., owns
43,800 Shares, or 0.1% of those outstanding; Omega Equity Partners,
L.P., owns 73,600 Shares, or 0.2% of those outstanding; Omega
Overseas Partners, Ltd., owns 709,700 Shares, or 2.1% of those
outstanding; and the Managed Account owns 337,200 Shares, or 1.0%
of those outstanding. Cooperman possesses sole power to vote and
direct the disposition of all Shares of Common Stock owned by Omega
Overseas Partners, Ltd. and Omega Overseas Partners II, Ltd. As to
the 337,200 Shares owned by the Managed Account, there would be
shared power to dispose or to direct the disposition of such Shares
because the owners of the Managed Account may be deemed beneficial
owner of such Shares pursuant to Rule 13d-3 under the Act as a
result of their right to terminate the discretionary account within
a period of 60 days.
On February 1, 1997, Omega Overseas Partners II, Ltd.
transferred its entire position consisting of 14,600 Shares to
Omega Overseas Partners, Ltd., and those Shares are included in the
709,700 Shares owned by Omega Overseas Partners, Ltd.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Equity Partners, L.P., Omega Overseas Partners, Ltd., Omega
Overseas Partners II, Ltd., and the Managed Account in shares of
Common Stock within the 60 day period prior to this filing. All
such transactions were open market transactions.
SALES:
Omega Institutional Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
01/28/97 8,600 $30.29
PURCHASES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
12/16/96 20,400 $27.50
12/17/96 3,300 27.19
12/19/96 21,900 27.14
12/20/96 13,600 27.13
12/20/96 13,500 27.00
12/27/96 1,500 26.50
12/30/96 6,300 26.38
12/31/96 2,300 26.25
01/07/97 3,800 26.31
01/08/97 1,800 26.25
01/08/97 18,500 26.00
01/09/97 23,400 27.05
01/09/97 11,300 26.56
01/10/97 3,200 26.50
01/13/97 1,100 26.38
01/14/97 5,000 26.38
01/16/97 8,200 26.25
01/17/97 4,700 26.15
01/31/97 9,100 30.00
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
12/16/96 19,100 $27.58
12/17/96 3,000 27.19
12/19/96 20,600 27.14
12/20/96 13,200 27.13
12/20/96 12,800 27.00
12/27/96 1,500 26.50
12/30/96 5,800 26.38
01/07/97 900 26.31
01/08/97 400 26.25
01/08/97 4,500 26.00
01/09/97 7,100 27.05
01/09/97 1,100 26.53
01/10/97 400 26.50
01/31/97 1,100 30.00
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
12/16/96 2,800 $27.50
12/17/96 400 27.19
12/19/96 3,100 27.14
12/20/96 1,900 27.13
12/20/96 1,900 27.00
12/27/96 200 26.50
12/30/96 800 26.38
12/31/96 300 26.25
01/07/97 100 26.31
01/08/97 100 26.25
01/08/97 700 26.00
01/09/97 200 27.05
01/09/97 14,200 26.53
01/10/97 900 26.50
01/13/97 300 26.38
01/14/97 1,800 26.38
01/31/97 400 30.00
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
12/16/96 10,000 $27.50
12/17/96 1,600 27.19
12/19/96 10,900 27.14
12/20/96 6,800 27.13
12/20/96 6,600 27.00
12/27/96 800 26.50
12/30/96 2,900 26.38
12/31/96 1,100 26.25
01/07/97 3,100 26.31
01/08/97 1,600 26.25
01/08/97 15,700 26.00
01/09/97 20,000 27.05
01/09/97 13,000 26.56
01/10/97 4,000 26.50
01/13/97 1,400 26.38
01/14/97 6,500 26.38
01/16/97 10,200 26.25
01/17/97 5,400 26.25
01/31/97 11,000 30.00
02/04/97 30,800 32.67
02/05/97 25,000 32.66
02/13/97 4,100 32.50
Omega Overseas Partners II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
12/16/96 600 $27.50
12/17/96 100 27.19
12/19/96 700 27.14
12/20/96 400 27.13
12/20/96 400 27.00
01/09/97 300 26.56
01/14/97 100 26.38
01/16/97 200 26.25
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
12/16/96 10,700 $27.50
12/17/96 1,600 27.19
12/19/96 11,500 27.14
12/20/96 7,100 27.13
12/20/96 7,200 27.00
12/27/96 900 26.50
12/30/96 3,200 26.38
12/31/96 1,300 26.25
01/07/97 2,100 26.31
01/08/97 1,100 26.25
01/08/97 10,600 26.00
01/09/97 25,400 27.05
01/09/97 7,100 26.56
01/10/97 1,500 26.50
01/13/97 700 26.38
01/14/97 3,100 26.38
01/16/97 4,900 26.25
01/17/97 2,900 26.15
01/31/97 3,900 30.00
02/13/97 300 32.50
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons
and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
<PAGE>
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Equity Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
