POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that the
undersigned hereby constitutes and appoints Stephen Strome, Thomas C.
Braum, Jr., and Kenneth P. Kartje, or either of them, his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his name or her name, place and
stead, in any and all capacities, to sign any and all filings or reports
which may be necessary or appropriate pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (including, but not limited to,
any Form 3, Form 4 or Form 5 relating to the beneficial ownership of
Handleman Company common stock by the undersigned), and all documents in
connection therewith, with the Securities and Exchange Commission, granting
said attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this Power of Attorney has been signed by
the undersigned on the date indicated, and shall remain in effect until
revoked by written notice given by the undersigned to said
attorneys-in-fact and agents.



	/s/ Paul Daniel Miller

_____________________
	(signature)

	Paul Daniel Miller

____________________
	(name)

	September 7, 2005
Date:
___________________________