June 29, 2005


Via Facsimile (212) 751-4864 and U.S. Mail

Steve Della Rocca, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022

RE:	Books-A-Million, Inc.
	Schedule TO-I filed June 23, 2005
      File No. 5-43790

Dear Mr. Della Rocca:

      We have the following comments on the above-referenced
filings.

General

1. Revise the cover page of the Offer to Purchase and throughout
the
document to state that you will return shares not accepted for
payment "promptly," not "as promptly as practicable," following
the
expiration or termination of the offer.  Refer to Rules 13e-
4(f)(5)
and 14e-1(c).  Similarly revise the disclosure to clarify that you
will pay the purchase price "promptly," not "as promptly as
practicable" or "as soon as practicable," after the expiration
date.

Number of Shares; Proration

2. We note your statement in the last paragraph on page 3 that you
will, "in your sole discretion, determine the purchase price."
Because you have established a formula ("the lowest price . . .
that
will enable us to purchase 4,000,000 shares"), it is unclear why
the
purchase price is in your sole discretion.

3. We note your statement that a separate Letter of Transmittal
must
be submitted for shares tendered at each price.  Where
appropriate,
please clarify whether separate notices of withdrawal for must be
submitted for shares tendered at each price.

Procedures for Tendering Shares

4. We note your statement on page 12 that "our interpretation of
the
terms of and conditions to the Offer, including the Letter of
Transmittal and the instructions thereto, will be final and
binding
on all parties." The statement creates the impression that holders
have no legal recourse regarding the terms of the offer.  Explain
why
you believe this statement is appropriate without providing an
objective standard by which you will make a determination.

Conditions of the Offer

5. You disclose on page 15 a condition to the offer is whether
there
are any material changes in exchange rates.  This condition is too
broad in that it includes both positive and negative effects and
does
not identify the exchange rates to which you refer.  Revise your
disclosure to clarify those changes that would allow amendment or
termination of the offer so that security holders will have the
ability to objectively determine whether the condition has been
triggered.

6. We note that the offer is subject to the condition that the
company will remain listed on the NASDAQ and or to be held than
less
than 300 people.  However, we also note that you may engage in
possible future purchases of additional shares of common stock.
Please be advised that any of these transactions may constitute
the
first step in a future going private transaction.  See Rule 13e-
3(a)(3).

Extension of the Tender Offer; Termination; Amendment

7. We note your statement on page 27 that you "expressly reserve
the
right, in our sole discretion, to terminate the Offer and not
accept
for payment or pay for any shares not theretofore accepted for
payment or paid for . . ."  The right to indiscriminately
terminate
the offer appears to be so broad as to render the offer illusory.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, then tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
stockholders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Direct any questions to me at (202) 551-3345.

								Sincerely,


								Michael Pressman
								Office of Mergers
 and Acquisitions

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June 29, 2005
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE