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                              May 2, 2024

       Michael Huseby
       Chief Executive Officer
       Barnes & Noble Education, Inc.
       120 Mountain View Blvd
       Basking Ridge, NJ 07920

                                                        Re: Barnes & Noble
Education, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 18,
2024
                                                            File No. 333-278799

       Dear Michael Huseby:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1

       Material U.S. Federal Income Tax Consequences, page 58

   1.                                                   We note your disclosure
that "[i]nsofar as this summary relates to matters of U.S. federal
                                                        income tax law, or
legal conclusions with respect thereto . . . the summary constitutes the
                                                        opinion of our tax
counsel, Paul Hastings LLP." Please file a "short-form" tax opinion and
                                                        consent from tax
counsel as exhibits to the registration statement. For guidance, please
                                                        refer to Section III.B
of Staff Legal Bulletin No. 19 dated October 14, 2011.
       General

   2.                                                   We note that the Rights
Offering, in conjunction with the Purchase Agreement, Term
                                                        Credit Agreement and
Private Investment, together contemplate the issuance of at least
                                                        1.8 billion shares of
common stock. Please revise your disclosure throughout the
                                                        prospectus to disclose
the total number of shares that could be issued as a result of the
                                                        aforementioned
transactions. In addition, please disclose the estimated quantitative
 Michael Huseby
Barnes & Noble Education, Inc.
May 2, 2024
Page 2
       dilutive impact of such transactions on the ownership interests of your
current investors.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Rucha Pandit at 202-551-6022 or Dietrich King at
202-551-8071 with
any questions.



                                                             Sincerely,
FirstName LastNameMichael Huseby
                                                             Division of
Corporation Finance
Comapany NameBarnes & Noble Education, Inc.
                                                             Office of Trade &
Services
May 2, 2024 Page 2
cc:       Sean Donahue
FirstName LastName