First Retail and Online Bookseller To Take Major Step into Digital Arena

Offers Publishers the Ability To Keep Their Books in Print Forever And Make Them Available in All Electronic Formats
iUniverse.com Will Also Utilize IBM's Technology

NEW YORK, NY ; December 9, 1999 ;

Barnes & Noble, Inc. (NYSE: BKS), the nation's largest bookseller, today announced that IBM will provide Barnes & Noble and barnesandnoble.com (Nasdaq: BNBN) with the technology and manufacturing components for print-on-demand facilities in its distribution centers. This technological capability will enable the company to offer customers who shop its retail stores or online site a vastly wider range of titles, including e-books, without the company having to invest in any additional physical inventory. The first facility will be operational in the Jamesburg, New Jersey distribution center by spring 2000.

The print-on-demand process is a revolutionary new method for printing books efficiently and cost-effectively, one copy at a time. From start to finish, theu? entire process takes under five minutes. The technology also makes books available in all electronic formats. Barnes & Noble and IBM have been working with a pilot group of publishers over the past few months and Barnes & Noble intends to bring its range of digital services to the entire publishing community in January 2000.

Barnes & Noble's arrangement with IBM will also support its recently announced investment in iUniverse.com, the world's largest publishing portal, which will also utilize IBM technology. Barnes & Noble, Inc. has a 49 percent ownership interest in iUniverse, whose unique portal offers recognized authors and first-time writers editorial services, marketing support, distribution, and print-on-demand technology.

"Barnes & Noble is going digital in a big way. Our new deal with IBM will enable us to convert massive amounts of content in a fast and efficient manner into high-quality printed and electronic books," said Stephen Riggio, vice chairman of Barnes & Noble, Inc. "Barnes & Noble's success has always been rooted in its commitment to offering the widest selection of titles. We now stock virtually every known book in print, with almost one million titles on the shelves of our distribution center. No other bookseller comes close to that number. Print-on-demand enables us to push the envelope even further. Within five years, we can easily have 500,000 additional titles, great news for our customers and, of course, for writers everywhere."

"Our agreement with IBM enables us to offer publishers a solution for both keeping their entire publishing lists active and bringing back into print titles whose low sales prohibited them from keeping inventory on the shelf," said Ken Brooks, vice presu?ident of electronic publishing for Barnes & Noble, Inc. "We can also provide state-of-the-art text processing and conversion services, so it all adds up to a complete turn-key solution for publishers. Barnes & Noble chose IBM because its print and server technologies produce the highest quality and enable us to store and manage massive amounts of content in a completely secure digital environment."

"We are genuinely excited about forming this ground-breaking relationship with Barnes & Noble," commented William E. McCracken, General Manager, Printing Systems, a division of IBM. "This is a perfect example of how an innovative IBM e-business solution, when combined with a visionary company, can provide consumers with more options than ever before -- from titles that never go out of
print, printed on-demand, to books delivered via the Web."

IBM will provide Barnes & Noble and barnesandnoble.com with a comprehensive integrated solution made up of Infoprint printing and workflow technologies, scalable servers and a software infrastructure. This integrated solution manages the entire process from store or online order entry, through secure library storage, the print-on-demand book printing process, electronic-book formats, and delivery. This critical infrastructure also supports retail store printing, and electronic-book management and distribution.

About IBM Printing Systems
Printing Systems is an IBM division that specializes in output solutions for e-business. The company focuses on information and output management solutions that enhance operations, u?streamline costs, maximize efficiencies and create new business opportunities. A leader in production print, print-on-demand technologies, one-to-one marketing initiatives and print management software, the company?s offerings include printers, software, consultation, systems integration, supplies, service and support. Contact IBM Printing Systems at www.ibm.com/printers.

About barnesandnoble.com
Since launching its online business in May 1997, barnesandnoble.com (Nasdaq: BNBN) has become one of the world's largest Web sites and the fourth largest electronic-commerce site, according to Media Metrix. Focused largely on the sale of books, music, software, magazines, prints, posters and related products, the company has capitalized on the recognized brand value of the Barnes & Noble
name to become the second largest, and one of the fastest growing, online distributors of books.

Customers can choose from millions of new and out-of-print titles and enjoy a variety of related content such as author chats, book synopses and reader reviews. The site also offers thousands of bargain books discounted up to 91 percent, the most popular software and magazine titles, as well as gift items for every occasion. The company recently launched its Prints & Posters Gallery, a unique collection of images that can be produced on demand on museum-quality canvas or high-quality paper, and its eCards service, an exclusive selection of greeting card images that can be personalized and enhanced with animation and music. With access to Barnes & u?Noble's more than 750,000 in-stock titles, barnesandnoble.com has the largest standing inventory of any online bookseller ready for immediate delivery. The URL, http://www.bn.com, makes the site easy to find, and its Express LaneSM single-click ordering process ensures fast and convenient purchasing.

The barnesandnoble.com affiliate network has more than 228,000 members and the company maintains strategic alliances with major Web portals and content sites, such as AOL, Lycos and MSN. The company is also a leader in business-to-business e-commerce with its unique Business Solutions program.

About Barnes & Noble, Inc.
Barnes & Noble, Inc. (NYSE: BKS) operates 528 Barnes & Noble and 444 B. Dalton bookstores, and Babbage's Etc., one of the nation's largest operators of video game and entertainment software stores. Barnes & Noble stores stock an authoritative selection of book titles and provide access to more than one million titles. They offer books from more than 50,000 publisher imprints with
an emphasis on small, independent publishers and university presses. Barnes & Noble is one of the world's largest booksellers on the World Wide Web (http://www.bn.com), and the exclusive bookseller on America Online (Keyword: bn). barnesandnoble.com has the largest standing inventory of any online bookseller. Barnes & Noble also publishes books under u?its own imprint for exclusive sale through its retail stores, mail-order catalogs, and Web site.

General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's investor relations Web site: http://www.shareholder.com/bks/.