SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                             __________________

                                SCHEDULE TO/A
                               (Rule 14d-100)
             TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                               AMENDMENT NO. 2
                             __________________

                                 FUNCO, INC.
                     (Name of Subject Company (Issuer))

                        B&N ACQUISITION CORPORATION,
                    a wholly-owned indirect subsidiary of

                            BARNES & NOBLE, INC.
                    (Names of Filing Persons (Offerors))

                  Common Stock, par value  $.01 per share
                       (Title of Class of Securities)

                                  360762108

                    (CUSIP Number of Class of Securities)

                 Maureen O'Connell, Chief Financial Officer
                            Barnes & Noble, Inc.
                              122 Fifth Avenue
                             New York, NY 10011
                               (212) 633-3300
        (Name, Address and Telephone Number of Person Authorized to
      Receive Notices and Communications on behalf of Filing Persons)

                                  COPY TO:
                           Stuart A. Gordon, Esq.
              Robinson Silverman Pearce Aronsohn & Berman LLP
                         1290 Avenue of the Americas
                             New York, NY 10104
                               (212) 541-2000

                                June 6, 2000



                          CALCULATION OF FILING FEE


TRANSACTION VALUATION*                  AMOUNT OF FILING FEE
- ----------------------                  --------------------

     $161,809,233                             $32,362



*    Estimated for purposes of calculating the amount of filing fee only.
     This calculation assumes the purchase of all outstanding shares of
     common stock, par value $.01 per share (the "Shares"), of Funco, Inc.
     (the "Company") at a price per Share of $24.75 in cash, without
     interest.  As of May 12, 2000, there were (i) 6,124,086 Shares
     outstanding and (ii) 785,155 Shares reserved for issuance for
     outstanding options to acquire Shares from the Company.  The amount of
     the filing fee, calculated in accordance with Rule 0-11 of the
     Securities and Exchange Act of 1934, is 1/50th of one percent of the
     aggregate Transaction Value.

[X]  Check box if any part of the fee is offset as provided by Rule 0-
     11(a)(2) and identify the filing with which the offsetting fee was
     previously paid.  Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:       $32,362
     Form or Registration No.:     Schedule TO
     Filing Party:                 Barnes & Noble, Inc. and B&N Acquisition
                                   Corporation
     Date Filed:                   May 16, 2000

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:

     [X]  third-party tender offer subject to Rule 14d-1.

     [ ]  issuer tender offer subject to Rule 13e-4.

     [ ]  going-private transaction subject to Rule 13e-3.

     [ ]  amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [ ]


                                TENDER OFFER

     This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on May 16,
2000, as amended by Amendment No. 1 filed on June 2, 2000 (as amended, the
"Schedule TO") by B&N Acquisition Corporation, a Minnesota corporation
("Purchaser") and a wholly-owned indirect subsidiary of Barnes & Noble, Inc.,
a Delaware corporation.  The Schedule TO relates to the offer by Purchaser to
purchase all of the outstanding shares of common stock, par value $.01 per
share, of Funco, Inc., a Minnesota corporation, for a price of $24.75 per
share ,net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 16,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal.


Items 1 through 9 and 11

     Items 1 through 9 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby
amended and supplemented as follows:

     The first sentence of the first paragraph of "Section 2.  Acceptance for
Payment and Payment for Shares" of the Offer to Purchase is hereby deleted in
its entirety and the following substituted in lieu thereof: "Upon the terms
and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and will pay for all Shares
validly tendered and not properly withdrawn on or prior to the Expiration
Date as soon as practicable after the Expiration Date."


                                  SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.

Dated: June 6, 2000

                              BARNES & NOBLE, INC.


                              By:/s/    Maureen O'Connell
                                 ---------------------------------------
                                 Maureen O'Connell
                                 Chief Financial Officer


                              B&N ACQUISITION CORPORATION


                              By:/s/    Maureen O'Connell
                                 ---------------------------------------
                                 Maureen O'Connell
                                 Vice President