UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) October 20, 2005
                                                         ----------------


                              Books-A-Million, Inc.
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             (Exact name of registrant as specified in its charter)


DELAWARE                            0-20664                           63-0798460
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(State or other jurisdiction       (Commission                     (IRS Employer
    of incorporation)              File Number)              Identification No.)


402 Industrial Lane, Birmingham, Alabama                        35211
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(Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (205) 942-3737
                                                          -----------------


                                       N/A
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         (Former name or former address, if changed since last report.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





                Section 1 - Registrant's Business and Operations


Item 7.01 Regulation FD Disclosure.

     On  October  20,  2005,  Books-A-Million,   Inc.  issued  a  press  release
announcing  that it has filed with the Securities and Exchange  Commission  (the
"SEC") its quarterly  report on Form 10-Q for the 13-week  period ended July 30,
2005  (the  "Second  Quarter  Form  10-Q").  The  Company  also  announced  that
representatives  of the  Company  attended  a  hearing  before a Nasdaq  Listing
Qualifications Panel (the "Panel") on October 20, 2005, during which it notified
the Panel that it had filed with the SEC the Second  Quarter Form 10-Q, the sole
deficiency previously cited by Nasdaq and the sole basis for the hearing. A copy
of the press release is attached hereto as Exhibit 99.1.

     The information in this Report,  including the exhibit attached hereto,  is
furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not
deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act of
1934, as amended,  or otherwise  subject to the liabilities of that section.  It
may only be  incorporated  by reference in another filing under the Exchange Act
or the Securities Act of 1933 if such subsequent filing specifically  references
this Form 8-K.


                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.


(c) Exhibits.


     The exhibit is  furnished  pursuant to Item 7.01 and shall not be deemed to
be "filed."

Exhibit No.              Document Description
99.1                     Press Release dated October 20, 2005










                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      _____________BOOKS-A-MILLION, INC._______
                                                   ---------------------
                                                        (Registrant)

Date _October 21, 2005_______
      ----------------
                                   ________/s/ Richard S. Wallington___________
                                           -------------------------
                                                  (Signature)
                                          Name:  Richard S. Wallington
                                          Title:   Chief Financial Officer