UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
July 25, 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 [ ].
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 1,122,400
Shares Bene-
ficially (8) Shared Voting Power
owned by 309,800
Each Report-
ing Person (9) Sole Dispositive Power
With 1,122,400
(10) Shared Dispositive Power
309,800
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,432,200
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.3%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,432,200 Shares. Of this
amount, 427,800 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $12,408,680; 35,000 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $1,068,205; 31,600
Shares were purchased by Omega Equity Partners, L.P., at a cost of
$883,411; 628,000 Shares were purchased by Omega Overseas Partners,
Ltd., at a cost of $17,731,373; and 309,800 Shares were purchased
by the Managed Account at a cost of $9,629,015. The source of
funds for the purchase of all such Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended May 3, 1997, filed with the
Securities & Exchange Commission on June 16, 1997, there were
issued and outstanding as of May 30, 1997, 33,317,786 Shares of
Common Stock. Omega Capital Partners, L.P., owns 427,800 Shares,
or 1.3% of those outstanding; Omega Institutional Partners, L.P.,
owns 35,000 Shares, or 0.1% of those outstanding; Omega Equity
Partners, L.P., owns 31,600 Shares, or 0.1% of those outstanding;
Omega Overseas Partners, Ltd., owns 628,000 Shares, or 1.9% of
those outstanding; and the Managed Account owns 309,800 Shares, or
0.9% of those outstanding.
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., 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 Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/25/97 35,400 $47.55
07/28/97 12,100 49.12
07/29/97 13,300 50.00
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/25/97 4,500 $47.55
07/28/97 900 49.12
07/29/97 1,100 50.00
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/25/97 6,100 $47.55
07/28/97 900 49.12
07/29/97 1,100 50.00
<PAGE>
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
07/25/97 74,000 $47.55
07/28/97 17,400 49.12
07/29/97 19,500 50.00
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
07/25/97 40,000 $47.55
07/28/97 8,700 49.12
07/29/97 9,500 50.00
PURCHASES:
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
07/11/97 5,800 $44.57
Cooperman ceased being the beneficial owner of more than
five percent of the number of Shares outstanding on July 25, 1997.
Item 10. Certification.
Inasmuch as the reporting persons are no longer the
beneficial owners of more than five percent of the number of Shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Act, and the reporting
persons have no obligation to amend this Statement if any material
change occurs in the facts set forth herein.
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: July 31, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, 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 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).
