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Exhibit (C)(2)

barnesandnoble.com inc. PRESENTATION TO THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS CONFIDENTIAL | JANUARY 8, 2004 THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUISSE FIRST BOSTON. PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION

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Table of Contents 1. Overview 2. Financial Analyses 3. Appendix

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1. Overview

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Purpose of the Meeting To review the proposal by Barnes & Noble, Inc. (the "Parent" or "BKS") to acquire all of the Class A shares of barnesandnoble.com inc. (the "Company" or "BNBN") that it does not currently own To outline our analyses CSFB opinion

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Overview of the Proposed Transaction The proposed transaction contemplates that Class A shareholders (other than the Parent) of the Company would receive $3.05 in cash per share

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Overview of the Offer: Terms On November 7, 2003, the Parent announced its proposal to acquire all of the Class A shares of the Company that it does not currently own The original offer contemplated that Class A shareholders (other than the Parent) of the Company would receive $2.50 in cash per share The proposed transaction contemplates that Class A shareholders (other than the Parent) of the Company would receive $3.05 in cash per share The proposed purchase price of $3.05 per BNBN share implies: An 8.9% premium to the price that Bertelsmann received on July 29, 2003 ($2.80) A 35.6% premium to the price on November 6, 2003 ($2.25), the day before the offer A 5.2% premium over the prior day's closing price ($2.90) Transaction is subject to customary closing conditions Following the transaction, the Company would become a wholly owned subsidiary of the Parent and the BNBN shares would be delisted from the NASDAQ

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BNBN Stock Price Performance One Year Stock Price Performance One Year Relative Stock Price Performance July 29: BKS announced agreement with Bertelsmann to acquire all of Bertelsmann's interest in BNBN Sept. 15: BKS completed its acquisition of Bertelsmann's stake Nov. 7: BKS announced proposal to acquire BNBN shares it did not own for $2.50 in cash (1) E-Commerce Index includes: Amazon, Drugstore.com, EBAY, Interactive Corp, Netflix, 1-800 Flowers.com, Overstock.com and Priceline.com. (2) Book/Video/Music Retailers Index includes: Best Buy, Blockbuster, Borders Group, Circuit City, and Hollywood Entertainment. (2) (1) 130.2% 85.7% 83.8% 79.8% 21.0%

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Trading Distribution Analysis Source: FactSet Research Systems and company filings. Note: There were 48.3 million class A shares outstanding as of January 7,2004, of which 4.1 million were held by Barnes and Noble and 2.8 million were held by directors and management. (1) Based on transaction price as of January 7, 2004. One Year Stock Price Trading Distribution Six Month Stock Price Trading Distribution Total Volume Traded/Public Float: 303.0% Total Volume Traded/Public Float: 183.1% Proposed Transaction Price (1) $3.05 Proposed Transaction Price (1) $3.05

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2. Financial Analyses

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Summary of Analysis Discounted cash flow analysis Synergies analysis Comparable companies analysis Comparable acquisitions analysis Squeeze-out premium analysis

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Valuation Summary Transaction: $3.05 Implied 2003E Sales Multiple 0.47x - 0.73x 0.04x - 0.07x 1.09x - 1.68x 0.50x - 1.25x 0.79x - 1.38x (1) Note: Analysis is based on 163.3 million shares outstanding (assuming the conversion of all membership units) and 8.5 million options with a weighted average exercise price of $1.26 and net debt of $47 million. Analysis does not assume synergies of $0.05 per share (see page 16). (1) Assumes LTM sales multiple range of 0.80x to 1.40x.

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Historical Financial Performance (2) (1) (1) Includes Fatbrain as if acquired in January 2000. (2) Projections as per Management Case.

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Discounted Cash Flow Analysis Reviewed the public filings of BNBN Reviewed and analyzed BNBN Management's forecasts (2003-2006) Discussed key assumptions with Management Compared key assumptions with historical performance Followed BNBN Management guidance to extrapolate forecasts beyond 2006 Based on guidance from BNBN Management, constructed two sensitivity cases ("Increased Competition Case" and "Growth Case"): Increased Competition Case Negative sales growth and lower gross margins in 2004-2005 due to increased competitive pressures Higher promotional and marketing spending in response to heightened competition, resulting in improving sales and margin levels in 2006 and thereafter (albeit at lower levels than Management Case) Growth Case Sales growth in line with the total growth of the online book industry Higher gross margin vs. Management Case, commensurate with greater scale Higher marketing, merchandising and customer service to support the higher sales growth

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Discounted Cash Flow Analysis (cont'd) Projected Financial Data Indicative Discounted Cash Flow Valuation Management Case

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Discounted Cash Flow Analysis (cont'd) Projected Financial Data Indicative Discounted Cash Flow Valuation Increased Competition Case Projected Financial Data Indicative Discounted Cash Flow Valuation Growth Case

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BKS has identified the following potential sources of synergies: Elimination of annual public company expenses ($2.5 million) Synergies Analysis Assuming no future growth in public company expenses, a tax rate of 38% and a discount rate of 17.5% (mid-point of the DCF range), the cost savings have a net present value after-tax of ~$9 million ($0.05 per share including all shares, or $0.20 per BNBN share not owned by BKS) Other synergies were mentioned but not quantified Revenue synergies Brand-enhancement synergies Marketing synergies Integration savings

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Sensitivity Analysis (1) Assumes the midpoint of the DCF range (a terminal multiple of 14.0x and a discount rate of 17.5%). (2) Assumes 171.8 million diluted shares outstanding.

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Comparable Companies Analysis

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Comparable Acquisitions Analysis ($ in millions) (1) Figures represent the implied value of the transaction if BKS purchased 100% of the Company.

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Squeeze-Out Premium Analysis Squeeze-Out Transactions (1998-Present) Indicative BNBN Purchase Price

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3. Appendix

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Overview of the Offer: Stated Rationale BKS has stated the following rationale for this transaction: Acquiring public float of BNBN will eliminate ongoing issues regarding: Continued corporate governance Affiliated party transactions Illiquid, micro-capitalization Governance & Trading Tax Savings Theoretical Savings Carry forward and utilization of BNBN's NOLs (subject to section 382 limitation) PV of tax savings of $20.4 million, or $0.51 per BNBN share not already owned by BKS BKS only needs to own 80% of BNBN in order to realize these tax benefits Other synergies were mentioned but not quantified: Elimination of separate, redundant public company costs Revenue synergies Brand-enhancement synergies Marketing synergies Integration savings

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Overview of the Bertelsmann Transaction Premium Analysis Implied Valuation Consideration of Offer $164 million equity purchase price $82.2 million in cash $82.0 million in the form of a promissory note 5.0% coupon Due November 15, 2004 Callable anytime at par On July 29, 2003, BKS announced that it reached an agreement with Bertelsmann AG to acquire all of Bertelsmann's stake in BNBN and barnesandnoble.com llc for $164 million in a combination of cash and notes, equivalent to $2.80 per share. Impact on barnesandnoble.com Ownership Economic Ownership Before Transaction Current Note: Ownership does not reflect options.

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44,141,587 Class A Current Ownership Profile of barnesandnoble.com llc Summary Ownership Profile (1) barnesandnoble.com inc. HoldCo Barnes & Noble, Inc. barnesandnoble.com llc OpCo 29.4% Economic Ownership 115,000,000 Membership Units 70.6% Economic Ownership Summary Organization Structure (1) Other Shareholders 4,138,500 Class A 1 Class B 1 Class C (1) Excludes all options outstanding and 4,158,088 shares of BNBN issued to barnesandnoble.com llc in connection with the merger with Fatbrain.com, LLC.

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CSFB has adopted policies and guidelines designed to preserve the independence of its research analysts. CSFB's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. CSFB's policies prohibit research analysts from being compensated for their involvement in investment banking transactions except to the extent such participation is intended to benefit investor clients. These materials have been provided to you by Credit Suisse First Boston ("CSFB") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CSFB. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by CSFB. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. CSFB assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and CSFB assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction.