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<CONFORMED-NAME>BARNESANDNOBLE COM INC
<CIK>0001069665
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<FISCAL-YEAR-END>0131
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<FILENAME>a4627650.txt
<DESCRIPTION>BARNES & NOBLE.COM 8-K DOCUMENT
<TEXT>




                                  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): April 28, 2004
(April 27, 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
                           April 27, 2004

Item 12.  Results of Operations and Financial Condition

         On April 27, 2004, barnesandnoble.com inc. (the "Company") issued a
press release announcing its financial results for the first quarter ended March
31, 2004. 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 the non-GAAP financial measure of EBITDA (defined by the Company as
net loss before interest, taxes, depreciation and amortization) for the 13 weeks
ended March 31, 2004 and March 31, 2003.

         The Company's management reviews this non-GAAP financial measure
internally to evaluate the Company's performance and manage its operations. In
addition, since the Company has historically provided EBITDA results and
guidance to the investment community, the Company believes that the inclusion of
this non-GAAP financial measure provides a consistent and comparable measure to
help investors understand the Company's current and future operating results.
The non-GAAP financial measure included in the press release attached hereto as
Exhibit 99.1 has 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.


                                       2
<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: April 28, 2004

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a4627650ex99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

Barnes & Noble.com Reports Q1 2004 Results;  Q1 Comparable Sales Increase
13.4 Percent

    Business Editors

   NEW YORK--April 27, 2004--Barnes & Noble.com (Nasdaq:BNBN) (www.bn.com)
announced today that its comparable sales for first quarter 2004 were
$120.2 million, a 13.4 percent increase over the prior year period.
Comparable sales reflect the gross amount of used and out-of-print sales,
consistent with how these sales were recorded in the prior year period.
First quarter 2004 net sales increased 8.4 percent to $114.9 million
as compared with the first quarter of 2003.
   The net loss for the first quarter was ($9.8) million, or ($0.06)
per share, a 25.6 percent improvement from a net loss of ($13.1)
million, or ($0.08) per share for the first quarter of 2003. EBITDA
loss (loss before interest, taxes, depreciation and amortization) for
the first quarter of 2004 was ($3.7) million, a 36.8 percent
improvement, as compared with an EBITDA loss of ($5.9) million in
the first quarter of 2003.(1)
   During first quarter 2004, the company continued reducing and
leveraging its expense base. Total operating expenses decreased 4.7
percent quarter over quarter and decreased as a percentage of net
sales to 32.6 percent in the first quarter 2004 from 37.1 percent in
the first quarter 2003.
   "We are extremely pleased with our first-quarter results," said
Marie Toulantis, chief executive officer of Barnes & Noble.com. "We
realized strong sales momentum in the quarter with a comparable sales
increase of 13.4 percent, and we enter the second quarter well
positioned to reach our target of full-year EBITDA profitability."

   Second Quarter 2004 Outlook

   Net sales are expected to range between $85 million and $95
million, resulting in a net loss per share of ($0.06) to ($0.08).

   Full-Year 2004 Outlook

   Net sales are expected to range between $435 million and $475
million, resulting in a net loss per share of ($0.13) to ($0.18).

   Merger Update

   Barnes & Noble.com expects to file a definitive proxy statement
with the Securities and Exchange Commission regarding the proposed
merger with a subsidiary of Barnes & Noble, Inc. by Monday, May 3,
2004.

   About Barnes & Noble.com

   Barnes & Noble.com is a leading Internet-based retailer of books,
music, DVD/video and online courses. Since opening its online store
(www.bn.com) in March 1997, Barnes & Noble.com has attracted
approximately 18 million customers in 230 countries. Barnes &
Noble.com's bookstore includes the largest in-stock selection of
in-print book titles with access to approximately one million titles
for immediate delivery, supplemented by more than 30 million listings
from its nationwide network of out-of-print, rare and used book
dealers. Barnes & Noble.com offers its customers fast delivery, easy
and secure ordering, and rich editorial content.

   SAFE HARBOR

   This release may contain forward-looking statements regarding
expectations of the company. These statements are based on the beliefs
of the management of the company as well as assumptions made by and
information currently available to the management of the company. Such
statements reflect the current views of the company with respect to
future events, the outcome of which is subject to certain risks,
including among others general economic and market conditions, changes
in product demand, the growth rate of Internet usage and e-commerce,
possible disruptions in the company's computer or telephone systems,
possible increases in shipping rates or interruptions in shipping
service, effects of competition, the level and volatility of interest
rates, the performance of the company's new product initiatives, the
successful integration of acquired businesses, unanticipated adverse
litigation results or effects, product shortages, changes in tax and
other governmental rules and regulations applicable to the company and
other factors, risks and uncertainties more specifically set forth in
the company's public filings with the Securities and Exchange
Commission. The forward-looking statements herein speak only as of the
date of this release. The company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statement included in this release to reflect any
changes in the company's expectations or any changes in events,
conditions, or circumstances on which any such statement is based.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those described herein.

   (1) The first quarter 2004 EBITDA loss of ($3.7) million consisted
of a net loss of ($9.8) million before interest income of $0.09
million and depreciation and amortization of ($6.1) million. The first
quarter 2003 EBITDA loss of ($5.9) million consisted of a net loss of
($13.1) million before interest income of $0.14 million and
depreciation and amortization of ($7.3) million. The company's
management considers EBITDA to be an important measure in evaluating
the company's financial performance and uses this measure in managing
ongoing operations.






                        barnesandnoble.com inc.
                 Consolidated Statements of Operations
             (thousands of dollars, except per share data)
                              (unaudited)


                                         Three Months Ended
                                 -------------------------------------
                                    March 31,               March 31,
                                     2004                     2003
                                 -------------          -------------
Net sales                        $    114,893          $      105,964
Cost of sales                          87,319                  79,968
                                 ------------           --------------
 Gross profit                          27,574                  25,996
                                 ------------           --------------
Operating expenses:
 Fulfillment and customer service       9,654                   9,005
 Marketing, sales and editorial         7,746                   9,129
 Technology and web site
  development                           7,664                   7,390
 General and administrative             6,250                   6,392
 Depreciation and amortization          6,122                   7,354
                                 ------------           --------------
Total operating expenses               37,436                  39,270
                                 ------------           --------------
Operating loss                         (9,862)                (13,274)
Interest income, net                       89                     137
                                 ------------           --------------
Net loss                         $     (9,773)         $      (13,137)
                                 ============           ==============
Basic and diluted net loss per
  common share                         ($0.06)                 ($0.08)
Average shares
  (diluted -- if converted) (1)       163,315                 158,802


(1)  Reflects the assumed conversion of outstanding membership units
     of barnesandnoble.com llc into outstanding shares of
     barnesandnoble.com inc. for all periods presented.




                        barnesandnoble.com inc.
           Consolidated Statements of Operations (continued)
             (thousands of dollars, except per share data)
                              (unaudited)


                                           Three Months Ended
                                 -------------------------------------
                                      March 31,              March 31,
                                       2004                    2003
                                   ------------           ------------
Percent of sales:
Gross margin                             24.0%                   24.5%

Operating expenses:
 Fulfillment and customer service         8.4                     8.5
 Marketing, sales and editorial           6.7                     8.6
 Technology and web site
  development                             6.7                     7.0
 General and administrative               5.4                     6.0
 Depreciation and amortization            5.3                     6.9
                                   -----------           -------------
Total operating expenses                 32.6                    37.1
                                   -----------           -------------
Operating loss                           (8.6)                  (12.5)
Interest income, net                      0.1                     0.1
                                   -----------           -------------
Net loss                                (8.5)%                 (12.4)%
                                   ===========           =============



                        barnesandnoble.com inc.
                      Consolidated Balance Sheets
        (thousands of dollars, except share and per share data)

                                                          Restated
                                      March 31,          December 31,
                                        2004                 2003
                                   ------------         --------------
                                    (unaudited)
ASSETS

Current assets:
 Cash and cash equivalents       $     28,803           $      68,344
 Receivables, net                       5,171                   5,368
 Merchandise inventories               45,024                  57,900
 Prepaid expenses and other
  current assets                        4,550                   4,072
                                 ------------           --------------
       Total current assets            83,548                 135,684
                                 ------------           --------------
Fixed assets, net                      59,711                  61,874
Goodwill                              102,137                 102,137
Trade name                             44,700                  44,700
Intangible assets, net                  2,546                   3,500
Other non-current assets                  114                      23
                                 ------------           --------------
        Total assets             $    292,756           $     347,918
                                 ============           ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable               $     10,861           $      13,277
  Accrued liabilities                  53,362                  77,197
  Payable to affiliate                 52,689                  71,957
                                 ------------           --------------
        Total current liabilities     116,912                 162,431
                                 ------------           --------------
Minority interest                     165,223                 172,516
Commitments and contingencies    ------------           --------------

Stockholders' equity:
  Preferred Stock: $0.001 par
   value; 50,000,000 shares
    authorized; none issued and
     outstanding                            -                       -
  Common Stock Series A: $0.001
   par value; 750,000,000
    shares authorized; 48,320,237
     and 48,280,087 shares issued
      and outstanding                      48                      48
  Common Stock Series B: $0.001
   par value; 1,000 shares
    authorized; 1 share issued
     and outstanding                        -                       -
  Common Stock Series C: $0.001
   par value; 1,000 shares
    authorized; 1 share issued
     and outstanding                        -                       -
  Paid-in capital                     191,001                 190,966
  Accumulated deficit                (180,428)               (178,043)
                                 -------------          --------------
Total stockholders' equity             10,621                  12,971
                                 ------------           --------------
  Total liabilities and
   stockholders' equity          $    292,756           $     347,918
                                 ============           ==============


    CONTACT: Barnes & Noble.com
             Carolyn Brown, 212-633-4062
             cbrown@bn.com
             or
             Kevin Frain, 212-414-6093
             kfrain@book.com

</TEXT>
</DOCUMENT>
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