FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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(f) of the Investment Company Act
of 1940
1. Name and Address of Reporting Person*
Toulantis Marie
(Last) (First) (Middle)
c/o Barnes & Noble, Inc.
122 Fifth Avenue
(Street)
New York New York 10011
(City) (State) (Zip)
2. Date of Event Re-
quiring Statement
(Month/Day/Year)
7/28/97
3. IRS or Social Se-
curity Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Barnes & Noble, Inc. (BKS)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X Officer (give _____ Other (specify
---- title below) below)
Executive Vice President, Finance
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing (check applicable line)
X Form filed by One Reporting Person
---
--- Form filed by more than One Reporting Person
<PAGE>
<TABLE>
<CAPTION> Table 1 - Non-Derivative Securities Beneficially Owned
2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect
1. Title of Security Beneficially Owned (D) or Indirect (I) Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
<S> <C> <C> <C>
Common Stock, par value $.001 -0-
* If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses)<PAGE>
</TABLE>
<TABLE>
<CAPTION> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable and 3. Title and Amount of 5. Ownership
Security (Instr. 4) Expiration Date Securities Underlying Form of Deri-
- ----------------------- (Month/Day/Year) Derivative Security vative Sec- 6. Nature of
____________________ (Instr. 4) 4. Conversion or urity: Dir- Indirect
------------------------ Exercise Price ect (D) or Beneficial
Date Exer- Expiration Amount or Number of Derivative Indirect (I) Ownership
cisable Date Title of Shares Security (Instr. 5) (Instr. 5)
---------- ---------- ------- ---------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Option (right to buy)(1) (2) 7/27/07 Common 100,000 $ 41.25 D
Stock
Explanation of Responses
(1) Granted under Barnes & Noble, Inc. 1996 Incentive Plan in transaction exempt under Rule 16b-3.
(2) One-third of these options become exercisable on July 28 of each of the years 1998 through 2000.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. /s/ Marie Toulantis October 9, 1997
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). --------------------------- -------------
**Signature of Reporting Person Date
Marie Toulantis
Note: File three copies of this form, one of which must be manually signed. If space provided is insufficient,
See Instruction 6 for procedure.
Page 2
(Print or Type Responses)
</TABLE>
