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Correspondence 0001193125-25-007434 from Barnes & Noble Education, Inc. (BNED) (CIK 0001634117) (BNED)

Barnes & Noble Education, Inc. (BNED) (CIK 0001634117)
Date: Jan. 16, 2025 · CIK: 0001634117 · Accession: 0001193125-25-007434

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File numbers found in text: 333-284212

Date
January 16, 2025
Author
Jonathan Shar
Form
CORRESP
Company
Barnes & Noble Education, Inc. (BNED) (CIK 0001634117)

Letter

Barnes & Noble Education, Inc.

120 Mountainview Blvd.

Basking Ridge, NJ 07920

January 16, 2025

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0409

Attention: Scott Anderegg

RE: Barnes & Noble Education, Inc.

Registration Statement on Form S-3

File No. 333-284212

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Barnes & Noble Education, Inc. (the “Company”) hereby requests that the effective date of the above-captioned registration statement on Form S-3 (the “Registration Statement”), be accelerated to 9:00 a.m., Eastern Time, on January 21, 2025 or as soon thereafter as may be practicable or at such later time as the Company may orally request via telephone call to the staff of the Securities and Exchange Commission.

Once the Registration Statement has been declared effective, please orally confirm that event with Christina F. Pearson of Pillsbury Winthrop Shaw Pittman LLP, at (650) 233-4756, or in her absence, Jim Masetti of Pillsbury Winthrop Shaw Pittman LLP at (650) 233-4754.

Very truly yours,
Barnes & Noble Education, Inc.

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CORRESP
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CORRESP

 Barnes & Noble Education, Inc.

120 Mountainview Blvd.

 Basking
Ridge, NJ 07920

 January 16, 2025

VIA EDGAR

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549-0409

 Attention: Scott Anderegg

RE:
 Barnes & Noble Education, Inc.

Registration Statement on Form S-3

File No. 333-284212

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the Securities Act of 1933, as amended, Barnes & Noble Education, Inc. (the “Company”) hereby requests that the effective date of the above-captioned registration statement on Form S-3 (the
“Registration Statement”), be accelerated to 9:00 a.m., Eastern Time, on January 21, 2025 or as soon thereafter as may be practicable or at such later time as the Company may orally request via telephone call to the staff of the
Securities and Exchange Commission.

 Once the Registration Statement has been declared effective, please orally confirm that event with
Christina F. Pearson of Pillsbury Winthrop Shaw Pittman LLP, at (650) 233-4756, or in her absence, Jim Masetti of Pillsbury Winthrop Shaw Pittman LLP at (650) 233-4754.

Very truly yours,

Barnes & Noble Education, Inc.

By:

/s/ Jonathan Shar

Jonathan Shar

Chief Executive Officer