U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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*
Deason David S.
(Last) (First) (Middle)
c/o Barnes & Noble, Inc.
122 Fifth Avenue
(Street)
New York NY 10011
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble, Inc. Symbol = BKS
3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)
4. Statement for Month/Year
March 1999
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
/ / Director / / 10% Owner
/X/ Officer (give title below) / / Other (Specify below)
Vice President - Real Estate
----------------------------
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 I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount of
Securi-
ties
3. Trans- 4. Securities Acquired (A) Bene- 6. Owner-
2. Trans- action or Disposed of (D) ficially ship
action Code (Instr. 3, 4 and 5) Owned at Form: 7. Nature of
Date (Instr. --------------------------- End of Direct(D) or Indirect
Month/ 9) (A) Month Indirect Beneficial
1. Title of Security Day/ ----- --- Amount or Price (Instr. (I) Ownership
(Instr.3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- --------- ---------- -------- --- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 3/18/99 M 4,000(1) A $10.00(1)
Common Stock 3/18/99 M 15,954(1) A $12.00(1)
Common Stock 3/18/99 M 5,022(1) A $15.00(1)
Common Stock 3/18/99 S 24,976 D $34.00 -0-
</TABLE>
* If the form is filed by more than one Reporting Person,
see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Response)
<PAGE>
<TABLE>
<CAPTION> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- 4. Trans- ative Securities and Expiration Date
Exercise action action Acquired (A) or (Month/Day/Year)
Price of Date Code Disposed of (D) -----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ----- ---- ----------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V A D able Date
- ---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock Option (Right to Buy) $10.00(1) 3/18/99 M 4,000(1) (2) 9/27/03
Stock Option (Right to Buy) $12.00(1) 3/18/99 M 5,954(1) (3) 4/1/04
Stock Option (Right to Buy) $12.00(1) 3/18/99 M 10,000(1) (4) 7/1/04
Stock Option (Right to Buy) $15.00(1) 3/18/99 M 5,022(1) (5) 4/4/05
<CAPTION>
9. Number of 10. Ownership
Derivative of Deriv-
Securities ative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
--------------------------------- 8. Price of Owned (D) or Indirect
Amount or Derivative at End Indirect Beneficial
1. Title of Derivative Title Number of Security of Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- ---------------------- -------------------- --------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stock Option
(Right to Buy) Common Stock 4,000(1)
Stock Option
(Right to Buy) Common Stock 5,954(1)
Stock Option
(Right to Buy) Common Stock 10,000(1)
Stock Option
(Right to Buy) Common Stock 5,022(1) 116,647(6) D
</TABLE>
Explanation of Responses
(1) These options originally related to one-half the number of shares at
twice the exercise price, and were reported as such. The number of
shares acquired and the related exercise price set forth above result
from the two-for-one stock split effected by the Issuer on September
22, 1997.
(2) 667 of these options became exercisable on September 27, 1995 and 3,333
of these options became exercisable on September 27, 1996.
(3) One-third of these options became exercisable on April 1 of each of the
years 1995 through 1997.
(4) One-third of these options became exercisable on July 1 of each of the
years 1995 through 1997.
(5) One-third of these options became exercisable on April 4 of each of the
years 1996 through 1998.
(6) Represents the total number of stock options (right to buy)
beneficially owned by the Reporting Person with respect to the Issuer's
Common Stock.
By: /s/ David S. Deason Date: April 10, 1999
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**Signature of Reporting Person
______________
** 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 provided is insufficient, see Instruction 6 for procedure.