As filed with the Securities and Exchange Commission on June 21, 2005

                                                  Registration No. 333-[_____]_

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                              BOOKS-A-MILLION, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                           63-0798460
(State of other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                           Identification No.)
                               402 Industrial Lane
                            Birmingham, Alabama 35211
                                 (205) 942-3737
                              (Address of principal
                               executive offices)
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                 BOOKS-A-MILLION, INC. 2005 INCENTIVE AWARD PLAN
                            (Full title of the plan)

                                Sandra B. Cochran
                      President and Chief Executive Officer
                              Books-A-Million, Inc.
                               402 Industrial Lane
                            Birmingham, Alabama 35211
                                 (205) 942-3737
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                    Copy to:
                            Steven Della Rocca, Esq.
                              Latham & Watkins LLP
                                885 Third Avenue
                            New York, New York 10022
                                 (212) 906-1200
                                 (212) 751-4864 (fax)

                        Calculation of Registration Fee
<TABLE>
================================= =================== =================== ==================== =====================
Title of Securities to be               Amount             Proposed            Proposed
Registered                            of Shares            Maximum              Maximum             Amount of
                                        to be           Offering Price         Aggregate           Registration
                                    Registered(1)       Per Share (2)     Offering Price (2)           Fee
================================= =================== =================== ==================== =====================
<S>                                 <C>                   <C>                   <C>                     <C>
Common Stock                           300,000              $8.56             $2,568,000             $302.25
$.01 par value
</TABLE>

(1)      The Books-A-Million, Inc. 2005 Incentive Award Plan (the "Plan")
         authorizes the issuance of up to a maximum of 300,000 shares of common
         stock, par value $0.01 per share ("Common Stock"), of Books-A-Million,
         Inc. (the "Company"). Pursuant to Rule 416 under the Securities Act of
         1933, as amended (the "Securities Act"), additional shares of Common
         Stock which become issuable to prevent dilution from any future stock
         split, stock dividend or similar transaction are also being registered.

(2)      For purposes of computing the registration fee only. Pursuant to Rule
         457(h) under the Securities Act, the Proposed Maximum Offering Price
         Per Share is based upon the average of the high and low trading prices
         of the Common Stock as reported on the National Association of
         Securities Dealers' Automated Quotation Service on June 14, 2005.

                                     PART I

Item 1.           Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.           Registration Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.

                                     PART II

Item 3.           Incorporation of Documents by Reference

     The  following  documents,  which have been filed with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of  1934,  as  amended  (the  "Exchange  Act"),  by  the  Company,   are  hereby
incorporated  as of their  respective  dates in this  Registration  Statement by
reference:

                  A.       The Company's Annual Report on Form 10-K for the
                           fiscal year ended January 29, 2005.

                  B.       The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended April 30, 2005.

                  C.       The Company's Current Report on Form 8-K filed with
                           the Commission on the following dates: March 9, 2005,
                           March 11, 2005 (8-K/A), March 18, 2005, March 22,
                           2005, May 5, 2005, May 16, 2005, May 20, 2005, June
                           3, 2005 and June 7, 2005.

                  D.       The description of the Company's Common Stock
                           contained in the Company's Registration Statement on
                           S-1 (File No. 33-52256), including any amendment or
                           report filed for the purposes of updating such
                           description.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold are  incorporated  by reference in this
Registration  Statement  and are a part  hereof  from  the date of  filing  such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which is also or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

     Section 145 of the General  Corporation  Law of  Delaware  provides  that a
corporation may indemnify its directors and officers  against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably  believed to be in or not opposed
to the best  interests  of the  corporation  and,  with  respect to any criminal
action, if they had no reasonable cause to believe their conduct was unlawful. A
director or officer may be indemnified  against expenses  incurred in connection
with a  derivative  suit if he acted in good  faith  and in a manner  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no indemnification may be made without court approval if such person
was adjudged  liable for  negligence or misconduct in the  performance of his or
her duty to the corporation.  The statutory  indemnification is not exclusive of
any rights provided by by-law,  agreement, vote of shareholders or disinterested
directors or otherwise.

                  Article X of the Company's Certificate of Incorporation sets
forth the extent to which the Company's directors and officers may be
indemnified against liabilities and other monetary expenses which they may incur
while serving in such capacities. Such indemnification will be provided to the
full extent permitted and in the manner required by the General Corporation Law
of Delaware. Article VI of the Company's By-laws also provides that the
directors and officers of the Company will be indemnified against any losses
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or served
with another corporation, partnership, joint venture, trust or other enterprise
at the request of the Company and will provide advances, for expenses incurred
in defending any such action, suit or proceeding, upon receipt of an undertaking
by or on behalf of such officer or director to repay such advances, if it is
ultimately determined that he is not entitled to indemnification by the Company.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  A list of exhibits included as part of this Registration
                  Statement is set forth on the Exhibit Index appearing
                  elsewhere herein and is incorporate herein by reference.

Item 9.           Undertakings

     (a) The undersigned Registrant hereby undertakes:

        (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i)  To  include  any  prospectus  required  by  Section
10(a)(3)  of  the Securities Act;

                (ii) To reflect in the  prospectus  any facts or events  arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment  thereof)  which,  individually  or  in  the
aggregate,  represent  a fundamental change in the information set forth in the
Registration Statement;

               (iii) To  include  any  material  information  with  respect to
the plan of distribution  not  previously  disclosed  in the  Registration
Statement or any material change to such information in the Registration
Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities  Exchange Act of 1934, as amended;
that are incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining  any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein,  and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

       (3) To remove from registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination
of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Birmingham, State of Alabama, on June 21, 2005.

                              BOOKS-A-MILLION, INC.

                          By: _/s/ Sandra B. Cochran___
                             Name: Sandra B. Cochran
                  Title: President and Chief Executive Officer



                                POWER OF ATTORNEY

     Each of the  undersigned  officers  and  directors  of the  Company  hereby
severally  constitutes and appoints Sandra B. Cochran the undersigned's true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for the undersigned and in the  undersigned's  name,  place and
stead,  in any and all  capacities  (unless  revoked in  writing),  to sign this
Registration  Statement  on  Form  S-8,  and any  and  all  amendments  thereto,
including  any  post-effective  amendments  as well as any related  registration
statement  (or amended  thereto)  filed in reliance  upon Rule 462(b)  under the
Securities Act, as amended and to file the same,  with all exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in  connection  therewith,  as  fully  as to all  intents  and  purposes  as the
undersigned  might and could do in person,  hereby  ratifying and confirming all
that said  attorney-in-fact  and agents or his  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

       Signature                                 T                   Date Signed


_/s/ Sandra B. Cochran__         President and Chief Executive     June 21, 2005
------------------------         Officer
     Sandra B. Cochran           (Principal Executive Officer)

_/s/ Richard S. Wallington       Chief Financial Officer          June 21, 2005
--------------------------       (Prinicipal Financial
     Richard S. Wallington        and Accounting Officer)


_/s/  Clyde B. Anderson          Executive Chairman of the Board   June 21, 2005
-------------------------        of Directors
     Clyde B. Anderson

_/s/ Terry C. Anderson_          Director                          June 21, 2005
-----------------------
     Terry C. Anderson


_/s/ Ronald G. Bruno__           Director                         June 21, 2005
----------------------
     Ronald G. Bruno


__/s/ J. Barry Mason              Director                        June 21, 2005
-------------------------
     J. Barry Mason


__/s/ William H. Rogers, Jr.      Director                        June 21, 2005
----------------------------
     William H. Rogers, Jr.







                                  Exhibit Index

                  3(a)     Certificate of Incorporation of the Company
                           (incorporated herein by reference to the exhibits to
                           the Company's Registration Statement on Form S-1,
                           File No. 33-52256).

                  3(b)     By-Laws of the Company (incorporated by reference to
                           the exhibits to the Company's Registration Statement
                           on Form S-1, File No. 33-52256).

                  3(c)     Specimen Certificate of Common Stock (incorporated
                           herein by reference to the exhibits to the Company's
                           Registration Statement on Form S-1, File No.
                           33-52256).

                  4(a)     Books-A-Million, Inc. 2005 Incentive Award Plan
                           (incorporated herein by reference to Appendix A to
                           the Company's Proxy Statement, File No. 00-20664, for
                           the Annual Meeting of the Company's Stockholders held
                           June 1, 2005).

                  5(a)     Opinion of Counsel regarding the legality of the
                           Common Stock being registered.

                  23(a)    Consent of Counsel (included in Exhibit 5(a)).

                  23(b)    Consent of Independent Accountants.

                  24(a)    Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "RESTRICTED STOCK REGISTRATION", "secsgml_size_bytes": 18091}]
{"company-data": {"conformed-name": "BOOKS A MILLION INC", "cik": "0000891919", "assigned-sic": "5940", "irs-number": "630798460", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126008", "film-number": "05908390"}, "business-address": {"street1": "402 INDUSTRIAL LN", "city": "BIRMINGHAM", "state": "AL", "zip": "35211", "phone": "2059423737"}, "mail-address": {"street1": "402 INDUSTRIAL LANE", "city": "BIRMINGHAM", "state": "AL", "zip": "35211"}}
As filed with the Securities and Exchange Commission on June 21, 2005

                                                  Registration No. 333-[_____]_

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              BOOKS-A-MILLION, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                           63-0798460
(State of other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                           Identification No.)
                               402 Industrial Lane
                            Birmingham, Alabama 35211
                                 (205) 942-3737
                              (Address of principal
                               executive offices)
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                 BOOKS-A-MILLION, INC. 2005 INCENTIVE AWARD PLAN
                            (Full title of the plan)

                                Sandra B. Cochran
                      President and Chief Executive Officer
                              Books-A-Million, Inc.
                               402 Industrial Lane
                            Birmingham, Alabama 35211
                                 (205) 942-3737
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                    Copy to:
                            Steven Della Rocca, Esq.
                              Latham & Watkins LLP
                                885 Third Avenue
                            New York, New York 10022
                                 (212) 906-1200
                                 (212) 751-4864 (fax)

                        Calculation of Registration Fee

================================= =================== =================== ==================== =====================
Title of Securities to be               Amount             Proposed            Proposed
Registered                            of Shares            Maximum              Maximum             Amount of
                                        to be           Offering Price         Aggregate           Registration
                                    Registered(1)       Per Share (2)     Offering Price (2)           Fee
================================= =================== =================== ==================== =====================
Common Stock                           300,000              $8.56             $2,568,000             $302.25
$.01 par value
(1)      The Books-A-Million, Inc. 2005 Incentive Award Plan (the "Plan")
         authorizes the issuance of up to a maximum of 300,000 shares of common
         stock, par value $0.01 per share ("Common Stock"), of Books-A-Million,
         Inc. (the "Company"). Pursuant to Rule 416 under the Securities Act of
         1933, as amended (the "Securities Act"), additional shares of Common
         Stock which become issuable to prevent dilution from any future stock
         split, stock dividend or similar transaction are also being registered.

(2)      For purposes of computing the registration fee only. Pursuant to Rule
         457(h) under the Securities Act, the Proposed Maximum Offering Price
         Per Share is based upon the average of the high and low trading prices
         of the Common Stock as reported on the National Association of
         Securities Dealers' Automated Quotation Service on June 14, 2005.

                                     PART I

Item 1.           Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.           Registration Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.

                                     PART II

Item 3.           Incorporation of Documents by Reference

     The  following  documents,  which have been filed with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of  1934,  as  amended  (the  "Exchange  Act"),  by  the  Company,   are  hereby
incorporated  as of their  respective  dates in this  Registration  Statement by
reference:

                  A.       The Company's Annual Report on Form 10-K for the
                           fiscal year ended January 29, 2005.

                  B.       The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended April 30, 2005.

                  C.       The Company's Current Report on Form 8-K filed with
                           the Commission on the following dates: March 9, 2005,
                           March 11, 2005 (8-K/A), March 18, 2005, March 22,
                           2005, May 5, 2005, May 16, 2005, May 20, 2005, June
                           3, 2005 and June 7, 2005.

                  D.       The description of the Company's Common Stock
                           contained in the Company's Registration Statement on
                           S-1 (File No. 33-52256), including any amendment or
                           report filed for the purposes of updating such
                           description.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold are  incorporated  by reference in this
Registration  Statement  and are a part  hereof  from  the date of  filing  such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which is also or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

     Section 145 of the General  Corporation  Law of  Delaware  provides  that a
corporation may indemnify its directors and officers  against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably  believed to be in or not opposed
to the best  interests  of the  corporation  and,  with  respect to any criminal
action, if they had no reasonable cause to believe their conduct was unlawful. A
director or officer may be indemnified  against expenses  incurred in connection
with a  derivative  suit if he acted in good  faith  and in a manner  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no indemnification may be made without court approval if such person
was adjudged  liable for  negligence or misconduct in the  performance of his or
her duty to the corporation.  The statutory  indemnification is not exclusive of
any rights provided by by-law,  agreement, vote of shareholders or disinterested
directors or otherwise.

                  Article X of the Company's Certificate of Incorporation sets
forth the extent to which the Company's directors and officers may be
indemnified against liabilities and other monetary expenses which they may incur
while serving in such capacities. Such indemnification will be provided to the
full extent permitted and in the manner required by the General Corporation Law
of Delaware. Article VI of the Company's By-laws also provides that the
directors and officers of the Company will be indemnified against any losses
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or served
with another corporation, partnership, joint venture, trust or other enterprise
at the request of the Company and will provide advances, for expenses incurred
in defending any such action, suit or proceeding, upon receipt of an undertaking
by or on behalf of such officer or director to repay such advances, if it is
ultimately determined that he is not entitled to indemnification by the Company.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  A list of exhibits included as part of this Registration
                  Statement is set forth on the Exhibit Index appearing
                  elsewhere herein and is incorporate herein by reference.

Item 9.           Undertakings

     (a) The undersigned Registrant hereby undertakes:

        (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i)  To  include  any  prospectus  required  by  Section
10(a)(3)  of  the Securities Act;

                (ii) To reflect in the  prospectus  any facts or events  arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment  thereof)  which,  individually  or  in  the
aggregate,  represent  a fundamental change in the information set forth in the
Registration Statement;

               (iii) To  include  any  material  information  with  respect to
the plan of distribution  not  previously  disclosed  in the  Registration
Statement or any material change to such information in the Registration
Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities  Exchange Act of 1934, as amended;
that are incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining  any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein,  and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

       (3) To remove from registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination
of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Birmingham, State of Alabama, on June 21, 2005.

                              BOOKS-A-MILLION, INC.

                          By: _/s/ Sandra B. Cochran___
                             Name: Sandra B. Cochran
                  Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each of the  undersigned  officers  and  directors  of the  Company  hereby
severally  constitutes and appoints Sandra B. Cochran the undersigned's true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for the undersigned and in the  undersigned's  name,  place and
stead,  in any and all  capacities  (unless  revoked in  writing),  to sign this
Registration  Statement  on  Form  S-8,  and any  and  all  amendments  thereto,
including  any  post-effective  amendments  as well as any related  registration
statement  (or amended  thereto)  filed in reliance  upon Rule 462(b)  under the
Securities Act, as amended and to file the same,  with all exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in  connection  therewith,  as  fully  as to all  intents  and  purposes  as the
undersigned  might and could do in person,  hereby  ratifying and confirming all
that said  attorney-in-fact  and agents or his  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

       Signature                                 T                   Date Signed

_/s/ Sandra B. Cochran__         President and Chief Executive     June 21, 2005
------------------------         Officer
     Sandra B. Cochran           (Principal Executive Officer)

_/s/ Richard S. Wallington       Chief Financial Officer          June 21, 2005
--------------------------       (Prinicipal Financial
     Richard S. Wallington        and Accounting Officer)

_/s/  Clyde B. Anderson          Executive Chairman of the Board   June 21, 2005
-------------------------        of Directors
     Clyde B. Anderson

_/s/ Terry C. Anderson_          Director                          June 21, 2005
-----------------------
     Terry C. Anderson

_/s/ Ronald G. Bruno__           Director                         June 21, 2005
----------------------
     Ronald G. Bruno

__/s/ J. Barry Mason              Director                        June 21, 2005
-------------------------
     J. Barry Mason

__/s/ William H. Rogers, Jr.      Director                        June 21, 2005
----------------------------
     William H. Rogers, Jr.

                                  Exhibit Index

                  3(a)     Certificate of Incorporation of the Company
                           (incorporated herein by reference to the exhibits to
                           the Company's Registration Statement on Form S-1,
                           File No. 33-52256).

                  3(b)     By-Laws of the Company (incorporated by reference to
                           the exhibits to the Company's Registration Statement
                           on Form S-1, File No. 33-52256).

                  3(c)     Specimen Certificate of Common Stock (incorporated
                           herein by reference to the exhibits to the Company's
                           Registration Statement on Form S-1, File No.
                           33-52256).

                  4(a)     Books-A-Million, Inc. 2005 Incentive Award Plan
                           (incorporated herein by reference to Appendix A to
                           the Company's Proxy Statement, File No. 00-20664, for
                           the Annual Meeting of the Company's Stockholders held
                           June 1, 2005).

                  5(a)     Opinion of Counsel regarding the legality of the
                           Common Stock being registered.

                  23(a)    Consent of Counsel (included in Exhibit 5(a)).

                  23(b)    Consent of Independent Accountants.

                  24(a)    Power of Attorney (included on signature page).