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Exhibit 10.2

                              Barnes & Noble, Inc.
                                122 Fifth Avenue
                               New York, NY 10011

                          Dated as of: August 10, 2004

Bank of America, N.A.
901 Main Street, 66th Floor
Dallas, Texas  75202
Attention:  David A. Banmiller, Vice President

      Re: Amendment to Loan Documents

Ladies and Gentlemen:

      We refer to the Revolving Credit Agreement dated as of May 22, 2002 (as
amended, the "EXISTING Agreement"), by and among Barnes & Noble, Inc. ("B&N"),
the Banks (as defined below), certain other lenders, and Fleet National Bank, as
administrative agent, as amended and restated as of the date hereof by the
Amended and Restated Revolving Credit and Term Loan Agreement (the
"RESTATEMENT"), by and among the borrowers listed on the signature pages thereto
(collectively, the "BORROWERS"), the lending institutions listed on the
signature pages thereto (collectively, the "BANKS"), and Bank of America, N.A.,
(the "ADMINISTRATIVE AGENT"), as administrative agent for itself and each other
Bank. In connection with the Restatement, the Borrowers and the Administrative
Agent wish to amend the Loan Documents (as defined below).

      Terms used in this letter of agreement (the "AMENDMENT") which are not
defined herein, but which are defined in the Restatement, shall have the same
respective meanings herein as therein.

      In connection with the Restatement, we have requested you to make certain
amendments to the Notes, if any, the Letters of Credit (and related
documentation and agreements, including any letter of credit application), the
Security Agreements, the Patent and Trademark Security Agreements, the Pledge
Agreements, each Subsidiary Guaranty, the Securities Collateral Pledge
Agreements, all other Subsidiary Security Documents and other Security
Documents, together with all agreements and other instruments contemplated
thereby (other than the Interest Rate Protection Agreements) all certificates
delivered in connection therewith from time to time and all schedules, exhibits
and annexes thereto, as any of the foregoing may from time to time be amended
and in effect. You have advised us that you are prepared and would be pleased to
make

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the amendments so requested by us on the condition that we join with you in this
Amendment.

      Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Amendment, and fully intending to be
legally bound by this Amendment, we hereby agree with you as follows:

                                    ARTICLE I

                          AMENDMENTS TO LOAN DOCUMENTS

      Effective as of August 10, 2004 (the "Amendment Date"), the Loan Documents
are amended in each of the following respects:

      (a) The term "Loan Documents" shall, wherever used in any of the Loan
Documents, be deemed to also mean and include this Amendment.

      (b) The term "Loan Agreement" shall, wherever used in any of the Loan
Documents, be deemed to be a reference to the "Restatement."

      (c) The terms "Default" and "Event of Default" shall, wherever used in any
of the Loan Documents, be deemed to be a reference to the definitions of
"Default" and "Event of Default" as such terms are defined in the Restatement.

      (d) The term "Obligations" shall, wherever used in any of the Loan
Documents, be deemed to be a reference to the definition of "Obligations" as
such term is defined in the Restatement. The parties hereto acknowledge and
agree that the term "Obligations" in the Restatement specifically includes all
obligations and indebtedness arising under or in connection with the Term Loan
A.

      (e) The term "Borrower" shall, wherever used in any of the Loan Documents,
be deemed to be a reference to the definition of "Borrowers" as such term is
defined in the Restatement, as the context may require.

      (f) The parties hereto acknowledge and agree that the Security Documents
(as defined in the Restatement), and all of the collateral referenced therein,
secure all of the Obligations (as defined in the Existing Agreement) and all of
the Obligations (as defined in the Restatement), including, without limitation,
all of the obligations and indebtedness arising under or in connection with the
Term Loan A.

      (f) Any references in any Loan Document to the "Obligations of the
Borrower" or "performance of the Borrower's covenants" shall be deemed to be a
reference to the " "Obligations of the Borrowers" or "performance of the
Borrowers' covenants", respectively, as such capitalized terms are defined in
the Restatement.


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      (g) All references in the Loan Documents (other than in any Subsidiary
Guaranty) to a "Subsidiary Guarantor" which has become a Borrower under the
Restatement shall also mean such entity in its capacity as a Borrower under the
Restatement.

      (h) Paragraph 9.01(h) in each Security Agreement is hereby amended in its
entirety as follows:

      "(h) The Administrative Agent may retain and apply the Proceeds of any
disposition of Collateral, first, to the payment of its reasonable expenses of
retaking, holding, protecting and maintaining, and preparing for disposition and
disposing of, the Collateral, including reasonable attorneys' fees and other
legal expenses incurred by it in connection therewith; second, to the payment of
fees then due and payable to the Administrative Agent and any Issuing Bank;
third, to all unreimbursed draws under outstanding Letters of Credit; fourth, to
the payment of fees then due and payable to the Banks; fifth, to accrued and
unpaid interest on any outstanding Swingline Loans; sixth, to the principal
amount of any outstanding Swingline Loans; seventh, to accrued and unpaid
interest on the Revolving Credit Loans and the Term Loan A (pro rata between the
Revolving Credit Loans and the Term Loan A based upon the ratio of aggregate
interest due to the holders of Revolving Credit Loans to the aggregate interest
due to the holders of Term Loan A); eighth, to the principal amount of any
outstanding Revolving Credit Loans and the Term Loan A (pro rata between the
Revolving Credit Loans and the Term Loan A based upon the ratio of the
outstanding Revolving Credit Loans and the outstanding Term Loan A); ninth, for
deposit with the Administrative Agent to provide for cash collateral in an
amount equal to 105% of the aggregate Stated Amount of Letters of Credit
outstanding; tenth, to unpaid amounts under any Interest Rate Protection
Agreements (pro rata to each Bank that is due any such amounts based upon the
ratio of the amounts due to such Bank to the total obligations under Interest
Rate Protection Agreements due to all the Banks); and eleventh to unpaid amounts
under any treasury management agreements management or other cash management
agreements entered into with a Bank. Any surplus remaining after such
application and payment in full of all other Obligations, if any, shall be paid
to the Subsidiary Guarantor or to whomever may be legally entitled thereto,
provided that in no event shall the Subsidiary Guarantor be credited with any
part of the Proceeds of the disposition of the Collateral until such Proceeds
shall have been received in cash by the Banks. The Subsidiary Guarantor shall
remain liable for any deficiency."

      (i) Each Pledge Agreement is hereby amended by inserting the following new
sections 5.08, 5.09 and 5.10:

      "5.08 No part of the Securities Collateral consisting of member interests,
partnership interests and/or other equity interests consisting of general
intangibles (i) is dealt in or traded on securities exchanges or in securities
markets, (ii) provides expressly by its terms that it is a security governed by
Article 8 of the NY UCC or any other applicable jurisdiction, (iii) is held in a
securities account as defined in Section 8-501 of


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the NY UCC or any other applicable jurisdiction (iv) or is an investment company
security as defined in Section 8-103 of the NY UCC or any other applicable
jurisdiction.

      5.09 (a) No consent of any other Person (including stockholders, members,
partners or creditors of any Pledgor or any Scheduled Subsidiary), and no
consent or approval of any governmental authority or any securities exchange,
was or is necessary to the validity of the pledge effected hereby or to the
disposition of the Securities Collateral upon an Event of Default in accordance
with the terms of this agreement, except for the consent obtained from each of
the Scheduled Subsidiaries which are limited liability companies or limited
partnership and each of the members or partners thereof, to the extent required
by the relevant governing document.

      5.10 None of the operating agreements, partnership agreements or other
charter or governing documents of any Scheduled Subsidiary prohibits, restricts
or prevents the Administrative Agent from becoming a shareholder, member or
partner or otherwise having control (including voting control) of such Scheduled
Subsidiary upon the exercise by the Administrative Agent of any of its rights
after an Event of Default."

      (j) All references in the Loan Documents for notice purposes to "Fleet
National Bank, 100 Federal Street, Boston, MA 02110, Fax No.: (617) 434-6685,
Attn: Thomas J. Bullard, Director" shall be deemed to be a reference to "Bank of
America, N.A., 901 Main Street, 66th Floor, Dallas, Texas 75202, Attention:
David A. Banmiller, Vice President, Fax No.: (214) 209-0604". All references in
the Loan Documents "Robinson Silverman Pearce Aronsohn & Berman LLP" shall be
deemed to be a reference to "Bryan Cave".

      (k) The term "GameStop Group Limited" shall, wherever used in any of the
Loan Documents, be deemed to be a reference to "Gamesworld Group Limited f/k/a
GameStop Group Limited".

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

      Each of the Borrowers jointly and severally represents and warrants to you
as follows:

      (a) Representations. Each of the representations and warranties made by
the Borrowers to you in the Restatement was true, correct and complete when made
and is true, correct and complete on and as of the date hereof with the same
full force and effect as if each of such representations and warranties had been
made by the Borrowers on the date hereof and in this Amendment.


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      (b) No Defaults or Events of Default. No Default or Event of Default
exists on the date of this Amendment (after giving effect to all of the
arrangements and transactions contemplated by this Amendment).

      (c) Binding Effect of Documents. This Amendment has been duly executed and
delivered to you by the Borrowers and is in full force and effect as of the date
hereof, and the agreements and obligations of the Borrowers contained herein
constitute legal, valid and binding obligations of the Borrowers enforceable
against the Borrowers in accordance with their respective terms.

                                   ARTICLE III

                                  MISCELLANEOUS

      This Amendment may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed an original, but all of which
together shall constitute one instrument. In making proof of this Amendment, it
shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto. Except to the extent specifically
amended and supplemented hereby, all of the terms, conditions and the provisions
of the Restatement and each of the other Loan Documents shall remain unmodified,
and the Restatement and each of the other Loan Documents, as amended and
supplemented by this Amendment, are confirmed as being in full force and effect.

      If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Amendment, and return such
counterpart to the undersigned, whereupon this Amendment, as so accepted by you,
shall become a binding agreement among you and the undersigned.

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                                      Very truly yours,

                                      BORROWERS:
                                      BARNES & NOBLE, INC.
                                      BARNES & NOBLE BOOKSELLERS, INC.
                                      BARNESANDNOBLE.COM LLC
                                      B. DALTON BOOKSELLERS, INC.
                                      MARBORO BOOKS CORP.
                                      DOUBLEDAY BOOK SHOPS, INC.
                                      B&N.COM HOLDING CORP.
                                      CCI HOLDINGS, INC.
                                      MICHAEL FRIEDMAN PUBLISHING GROUP, INC.
                                      BARNES & NOBLE PUBLISHING, INC.
                                      J.B. FAIRFAX, INC.
                                      B&N GENERAL PARTNER (TEXAS) CORP.
                                      B&N LIMITED PARTNER (TEXAS) CORP.
                                      BARNES & NOBLE BOOKSELLERS (TEXAS), L.P.
                                      SPARKNOTES LLC
                                      B&N GAMESTOP HOLDING CORP.
                                      STERLING PUBLISHING CO., INC.
                                      ALTAMONT PRESS, INC.
                                      BARNESANDNOBLE.COM, INC.
                                      MARKETING SERVICES (MINNESOTA) CORP.
                                      BARNES & NOBLE SERVICES, INC.
                                      BARNES & NOBLE BOOKSELLERS (MN), INC.
                                      BARNES & NOBLE BOOKQUEST LLC


                                      By: /s/ John Weisenseel
                                          --------------------------------
                                      Name:  John Weisenseel
                                      In his capacity as Vice President and
                                      Treasurer of each of the above-named
                                      corporations and hereunto duly authorized
                                      by each of the above-named corporations


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      The foregoing Amendment is hereby accepted by the undersigned as of August
10, 2004.

BANK OF AMERICA, N.A.,
as Administrative Agent

By: /s/ David A. Banmiller
    ----------------------------------
     Name:  David A. Banmiller
     Title:  Vice President


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