EXHIBIT 99.2

                             Books-A-Million, Inc.
                Form of Letter Regarding the 2005 Bonus Program

                                 January 7, 2004

[Name]
[Address 1]
[Address 2]

Dear [Name]:

     This letter is to confirm your compensation for the year ending January 29,
2005. Your annual salary will be  $______________  and your maximum bonus payout
will be ___% of your  salary.  Bonuses  will be paid out based upon the  company
meeting certain pre-tax earnings goals as well as meeting  personal goals.  Your
new bonus structure is outlined in the table below. In addition,  if the company
does not meet pre-tax earnings of $_______________ no portion of bonuses will be
paid,  including the personal goals bonus.  To be eligible for any bonus payout,
you must be employed by the company through the annual financial statement audit
(approximately  March 17,  2005).  Payments  will be based on audited  financial
statements.  Your  employment  with  Books-A-Million  is not  for  any  definite
duration, and can be terminated at any time by you or the company.

Salary                                                 $     XXXXXX
Maximum Bonus %                                                 xx%
Maximum Bonus                                          $     XXXXXX
Personal Goals %                               xx%     $     XXXXXX
Company Performance %                          xx%     $     XXXXXX

Company Performance Bonus Goal
                                                Bonus Payment of
Pre-Tax Earnings        Bonus Payout %            Company Goals
- ----------------        --------------          ----------------
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX



Personal Performance Bonus Goals

                                                Bonus Payout
       #                Description            Personal Goals
- --------------         -------------           --------------
       1                 XXXXXXXX                 XXXXXXXX
       2                 XXXXXXXX                 XXXXXXXX
       3                 XXXXXXXX                 XXXXXXXX

                          Total:                  XXXXXXXX

                          Capped at               XXXXXXXX


     Your hard work and dedication over the past year is greatly appreciated. We
are all  striving to achieve the best  results for the company and are  thankful
for your past and future contributions to the company's success. Sincerely,

                                        ----------------------------
                                        Name                    Date
                                        Title




     I,  __________________________,  hereby understand and willingly accept the
terms and  conditions  for this  bonus  program  for FY 2005.  I will  strive to
achieve all objectives set forth as conditions of employment at Books-A-Million.

                                        ----------------------------
                                        Name                    Date