


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): January 29, 2004
                                                         ________________



                             barnesandnoble.com inc.
             ______________________________________________________
             (Exact name of Registrant as Specified in its Charter)


                                    Delaware
                 ______________________________________________
                 (State or other Jurisdiction of Incorporation)


               0-26063                                   13-4048787
        _______________________               _________________________________
        (Commission File Number)              (IRS Employer Identification No.)



     76 Ninth Avenue, New York, NY                         10011
  _______________________________________                __________
  (Address of Principal Executive Offices)               (Zip Code)


        _________________________________________________________________
        Registrant's Telephone Number, Including Area Code (212) 414-6000

        _________________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report )


               ___________________________________________________


<PAGE>


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (c)   Exhibits

                 99.1     Press release of barnesandnoble.com inc., dated
                          January 29, 2004

Item 12.  Results of Operations and Financial Condition

     On January 29, 2004, barnesandnoble.com inc. (the "Company") issued a press
release announcing its financial results for the fourth quarter and fiscal year
ended December 31, 2003. A copy of this press release is attached hereto as
Exhibit 99.1.

     The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.

Use of Non-GAAP Financial Information

     To supplement the Company's consolidated financial statements presented in
accordance with generally accepted accounting principles ("GAAP"), the Company
uses non-GAAP measures of EBITDA (defined by the Company as net loss before
interest, taxes, depreciation and amortization) for the 13 and 52 weeks ended
December 31, 2003 and December 31, 2002.

     The Company's management reviews these non-GAAP measures internally to
evaluate the Company's performance and manage its operations. In addition, since
the Company has historically provided non-GAAP results and guidance to the
investment community, the Company believes that the inclusion of non-GAAP
financial measures provides consistent and comparable measures to help investors
understand the Company's current and future operating results. The non-GAAP
measures included in the press release attached hereto as Exhibit 99.1 have been
reconciled to the comparable GAAP measure as required under SEC rules regarding
the use of non-GAAP financial measures. The Company urges investors to carefully
review the GAAP financial information included as part of the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and quarterly earnings
releases.

<PAGE>



                                    SIGNATURE
                                    _________


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               barnesandnoble.com inc.
                                               (Registrant)


                                               By:    /s/ Kevin M. Frain
                                                      __________________________
                                               Name:  Kevin M. Frain
                                               Title: Chief Financial Officer

Date: January 29, 2004




