Ownership Submission
FORM 3
 UNITED STATES 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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ABRAMS CAPITAL MANAGEMENT, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2016		 3. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [BKS]
(Last)
(First)
(Middle)
222 BERKELEY STREET, 21ST FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02116		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,667,906
I
See Footnotes (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ABRAMS CAPITAL MANAGEMENT, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116		     X    
ABRAMS CAPITAL MANAGEMENT, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116		     X    
ABRAMS CAPITAL, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116		     X    
Abrams David C
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116		     X    
Abrams Capital Partners II, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116		     X    

Signatures

/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member 02/05/2016
**Signature of Reporting Person Date
/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 02/05/2016
**Signature of Reporting Person Date
/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 02/05/2016
**Signature of Reporting Person Date
/s/ David C. Abrams 02/05/2016
**Signature of Reporting Person Date
/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member 02/05/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of private investment funds, including Abrams Capital Partners II, L.P. ("ACP II"), for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and the LLC. Mr. Abrams is the managing member of Abrams Capital and the LLC.
(2) Each Reporting Person disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(3) As of the time certain of the Reporting Persons may be deemed to have first beneficially owned at least 10% of the outstanding shares of Common Stock on February 3, 2016, 6,985,100 shares were held for the account of ACP II, Abrams Capital may be deemed to have beneficially owned 8,204,201 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to have beneficially owned all of such shares.

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