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THE DAY AHEAD: Can Barnesandnoble.com ever catch Amazon?

Here's the faulty logic that has Wall Street optimistic about today's Barnesandnoble.com IPO: Money managers and investors that missed out on Amazon.com will gobble up Barnesandnoble.com. Investors will quickly find that logic won't work. Amazon has changed the game already.

Barnesandnoble.com: Amazon killer?

Despite the fact that Barnesandnoble.com (Nasdaq: BNBN) is a long shot to catch Amazon (Nasdaq: AMZN), there's strong demand for the IPO because of the second-chance logic and strong brand. The 25-million-share offering priced at $18 the top of its range.

"Barnesandnoble.com will do well because it has a brand name, but it's about two years behind Amazon," said Steven Tuen, research director for IPO Value Monitor.

That two years might as well be twenty. Barnesandnoble.com has been a few steps behind Amazon and always will be. And there aren't a lot of consolation prizes on the Web.

Amazon's new game is to be a shopping portal. Amazon is about all that is e-commerce -- auctions, books, music, groceries, drugs, pets. Meanwhile, Barnesandnoble.com is Amazon-lite, primarily a a bookseller with plans to offer more. In 1998, 98 percent of Barnesandnoble.com's sales derived from books.

Investing in Amazon is a leap of faith. Investing in Barnesandnoble.com is a larger leap.

Barnesandnoble.com was playing catch-up to Amazon since day one and it still is. Barnesandnoble.com's prospectus steals pages from Amazon's playbook. Here's the Barnesandnoble.com plan: Expand product offerings to become more than just a bookseller, pursue acquisitions, and report losses for "the foreseeable future."

Sounds familiar doesn't it?

By the time Barnesandnoble.com executes its plan Amazon will morph into something else.

The revenue check is telling. Barnesandnoble.com's first quarter sales were $32.3 million compared Amazon's $293.6 million. Barnesandnoble.com's business is just a subset of Amazon's. Both lose as much money as possible.

The strategic moves also show that Barnesandnoble.com is not even close to being in the same league with Amazon. Amazon is becoming an e-commerce holding company with stakes in HomeGrocer.com, Drugstore.com and Pets.com. All three companies should boost Amazon's war chest. Amazon, which raised more than $3 billion in debt and securities, is also aggressive on the acquisition front.

Barnesandnoble.com just plans to do the acquisitions and joint ventures. Amazon has done them already.

In its regulatory filings, Barnesandnoble.com touts its relationship with parent Barnes & Noble (NYSE: BKS) and Bertelsmann AG as a competitive advantage. Both Barnes & Noble and Bertelsmann AG will own about 40 percent of the new company.

Through Bertelsmann and Barnes & Noble, the company gets distribution, volume discounts, a strong brand and ties to one of the leading book publishers. The effort could be a cross-marketing bonanza.

But there are conflicts of interest between those relationships and the fine line between online sales on Barnesandnoble.com and Barnes & Noble will always be there. Barnesandnoble.com will make noise, but Amazon would have to fumble for Barnesandnoble.com to catch up.

To buy into the Barnesandnoble.com story you have to determine whether lightning strikes the same spot twice. Normally it doesn't.