SecProbe.io

May 25, 2017

Mr. Max J. Roberts
Chief Executive Officer
Barnes & Noble  Education , Inc.
120 Mountain View Blvd.
Basking Ridge, NJ  07920

Re: Barnes & Noble  Education , Inc.
 Form 10-K for Fiscal Year Ended April 30, 2016
Form 10 -Q for Fiscal Quarter Ended January 28, 2017
Response Dated May 2, 2017
File No. 001 -37499

Dear Mr. R oberts :

We have reviewed  your May 2, 2017 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our  April 7,
2017  letter .

Form 10 -K for Fiscal Year Ended April 30, 2016

Item 8. Financial Statements and Supplementary Data

Note 2. Summary of Significant Accounting Policies

Revenue Recognition and Deferred Revenue, page 55

1. We note your response to comment 3.   Please clarify why you recognize digital textbook
rental revenues at the time of sale  rather than over the rental period.   In doing so, ensure
you explain why you believe your digital and physical textbook rental revenue
recognition policies should differ  under GAAP  and how the day one receipt of the rental
fee represents the culmination of the earnings process.

Mr. Max J. Roberts
Barnes & Noble  Education , Inc.
May 25, 2017
Page 2

 Form 10 -Q for Fiscal Quarter Ended January 28, 2017

Note 2. Summary of Significant Accounting Policies

Goodwill, page 10

2. We note your response to comment 7.  In order that we can more fully understand and
evaluate your response regarding how you determined the fair value of your single
reporting unit in your goodwill impairment analysis, please provide the following
information:

 Tell us in more det ail how you determined the fair value of your reporting unit at the
valuation date.  Discuss the material assumptions you relied upon in estimating future
cash flows and how you determined the discount rate used.  Ensure your response
addresses how you det ermined each of the assumptions utilized was appropriate.

 Tell us the comparable companies and transactions utilized in your market transaction
approach and how you selected those transactions.  Please describe any adjustments
made to such comparable tran sactions and why such adjustments were appropriate.

 Describe for us the principal market and the market participants selected in your
market comparable approach.  Also tell us the range of multiples considered by those
market participants, how you consi dered each data point and how you concluded the
multiple you selected was the most appropriate multiple to value your reporting unit.
Tell us whether you made any adjustments to the multiple(s) selected for
comparability.

 We note that the market compar able approach was below the concluded value and
would have changed your impairment conclusion if it had been solely relied upon.
Reconcile for us the fair values determined under the income and market comparable
approaches and expand on why you excluded r esults of the market comparable
approach from your final valuation.  Tell us how your concluded value would have
changed if you had weighted the income approach and the market comparable
approach using different weighting scenarios, such as 50% each.  If t he fair value of
your reporting unit would have exceeded its carrying value under a particular
weighting scenario, tell us the percentage by which fair value would have exceeded
carrying value.

 We note that the implied control premium included in your con cluded fair value was
75.7% on the valuation date.  Tell us what this control premium represents both
qualitatively and quantitatively at the valuation date.

 Tell us how you determined your implied control premium was reasonable.  Also tell
us how the 75 .7% control premium compares to the control premiums used for

Mr. Max J. Roberts
Barnes & Noble  Education , Inc.
May 25, 2017
Page 3

 market participants included in your market transaction and market comparable
approaches.

You may contact Sondra Snyder, Staff Accountant at  (202) 551 -3332 or Andrew Blume,
Staff Accountant a t (202) 551 -3254 if you have questions regarding comment s, or me at  (202)
551-3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products