S-8

As filed with the Securities and Exchange Commission on July 12, 2006

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 or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

402 Industrial Lane
Birmingham, Alabama 35211
(205) 942-3737

(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)

Copies to:

Steven Della Rocca, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212)906-1200

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Co Common Stock, par value $0.01 per share not previously registered....................	300,000	$15.985	$4,795,500	$513.12

(1) Represents the number of additional shares of the Company’s Common Stock reserved for issuance pursuant to the First Amendment to the Books-A-Million, Inc. 2005 Incentive Award Plan, as approved by the Company’s stockholders on June 8, 2006. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), additional shares of the Company’s 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) of the Securities Act, the Proposed Maximum Offering Price Per Share is based upon the average of the high and low trading prices ($15.985) of the Company’s common stock as reported on the New York Stock Exchange on July 7, 2006.

EXPLANATORY NOTE

        On June 21, 2005, Books-A-Million, Inc., a Delaware corporation (the “Company”) registered 300,000 shares of its common stock, par value $0.01 per share, (“Common Stock”), to be offered or sold to participants under the Books-A-Million, Inc. 2005 Incentive Award Plan, as amended from time to time (the “Plan”) pursuant to the Registration Statement on Form S-8 (File No. 333-126008). The First Amendment to the Books-A-Million, Inc. 2005 Incentive Award Plan, as approved by the Company’s stockholders on June 8, 2006, amended the Plan to increase the number of shares available for issuance under the Plan by 300,000 shares of Common Stock. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 (Registration of Additional Securities) in order to register such additional 300,000 shares of Common Stock which may be offered or sold to participants under the Plan.

INCORPORATION BY REFERENCE

        The contents of the Registration Statement on Form S-8 (File No. 333-126008) with respect to 300,000 shares of Common Stock are hereby incorporated by reference.

	EXHIBITS
5.1	Opinion of Counsel.
23.1	Consent of Independent Registered Public Accounting Firm- Grant Thornton LLP.
23.2	Consent of Independent Registered Public Accounting Firm- Deloitte & Touche LLP.
23.3	Consent of Counsel (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature pages to the Registration Statement).

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 July 12, 2006.

     BOOKS-A-MILLION, INC.

By: /s/ Sandra B. Cochran
     Name: Sandra B. Cochran
     Title: President, Director 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 as 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 amendment 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 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 agent or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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

Signature	Title	Date
/s/ Sandra B. Cochran     Sandra B. Cochran                             /s/ Douglas G. Markham     Douglas G. Markham                             /s/Clyde B. Anderson    Clyde B. Anderson /s/Terry C. Anderson    Terry C. Anderson /s/ Ronald G. Bruno     Ronald G. Bruno /s/ Albert C. Johnson     Albert C. Johnson /s/J. Barry Mason    J. Barry Mason /s/ William H. Rogers     William H. Rogers, Jr.	President, Director and Chief Executive  Officer   (Principal Executive Officer) Chief Financial Officer  (Principal Financial   and Accounting Officer) Executive Chairman of the Board of Directors Director Director Director Director Director	July 12, 2006 July 12, 2006 July 12, 2006 July 11, 2006 July 11, 2006 July 11, 2006 July 11, 2006 July 11, 2006

INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION
5.1	Opinion of Counsel.
23.1	Consent of Independent Registered Public Accounting Firm- Grant Thornton LLP.
23.2	Consent of Independent Registered Public Accounting Firm- Deloitte & Touche LLP.
23.3	Consent of Counsel (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature pages to the Registration Statement).

EX-5

Exhibit 5.1

LATHAM & WATKINS LLP

July 11, 2006

Books-A-Million, Inc.
402 Industrial Lane
Birmingham, Alabama 35211

Re:          Registration Statement on Form S-8 with respect to 300,000
shares of Common Stock, par value $.01 per share

Ladies and Gentlemen:

        In connection with the preparation and filing by Books-A-Million, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the issuance by the Company of 300,000 shares (the “Shares”) of the Company’s Common Stock, par value $.01 per share, which may be issued pursuant to the Company’s 2005 Incentive Award Plan (the “Incentive Plan”), you have requested our opinion with respect to the matters set forth below.

        In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion.

        In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

        We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or any other laws, or as to any matters of municipal law or the laws of any local agency within any state.

        Subject to the foregoing, it is our opinion that as of the date hereof the Shares have been duly authorized and, when issued and sold in accordance with the terms of the Incentive Plan, such Shares will be validly issued, fully paid and nonassessable.

        This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

             /s/Lathtam & Watkins LLP

                     LATHAM & WATKINS LLP

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 22, 2006, accompanying the consolidated financial statements and schedules and management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, included in the Annual Report of Books-A-Million, Inc. on Form 10-K for the year ended January 28, 2006. We hereby consent to the incorporation by reference of said reports in the Registration Statement of Books-A-Million, Inc. on Form S-8 pertaining to the Books-A-Million, Inc. 2005 Incentive Award Plan.

/s/Grant Thornton LLP

Grant Thornton LLP
Atlanta, Georgia
July 12, 2006

EX-23

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 25, 2005 (April 12, 2006 as to Note 7) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of new accounting principles as described in Note 1 to the consolidated financial statements) relating to the financial statements of Books-A-Million, Inc. (the “Company”) incorporated by reference in the Annual Report on Form 10-K of the Company for the year ended January 28, 2006 and of our report dated April 25, 2005 relating to the Company’s financial statement schedule, appearing in the Annual Report on Form 10-K of the Company for the year ended January 28, 2006.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Birmingham, Alabama
July 12, 2006