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) June 1, 2006
                                                           ------------


                              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 5 - Changes in Control of Registrant


     Item 5.02  Departure  of  Directors  or  Principal  Officers;  Election  of
Directors; Appointment of Principal Officers.

     On June 1, 2006,  Books-A-Million,  Inc. (the "Company")  appointed Douglas
Markham Chief  Financial  Officer,  effective July 5, 2006. In his new role, Mr.
Markham will report to Sandra Cochran,  President and Chief Executive Officer of
Books-A-Million, Inc.

     Mr. Markham will replace the current Chief  Financial  Officer,  Richard S.
Wallington,  who will  continue to serve as Chief  Financial  Officer  until the
effective  date.  It is  anticipated  that Mr.  Wallington  will remain with the
Company following the effective date to assist with the transition of his duties
to Mr. Markham for a period to be determined.

     Mr. Markham, 50, has over 30 years experience in finance and accounting for
some of the nation's  top  retailers  and comes to the Company  from Saks,  Inc.
("Saks").  In his more than 10 years with Saks,  Mr.  Markham  held the roles of
Corporate Controller,  Vice President and Controller, and, most recently, Senior
Vice  President and  Controller.  Mr.  Markham  holds an M.B.A.  in Finance from
Georgia State University and a B.B.A. in Accounting from the University of Texas
at El Paso. Mr. Markham is also a registered C.P.A.

     A copy of the news release  announcing  the  appointment of Mr. Markham and
the  replacement  of Mr.  Wallington  is  attached  hereto as  Exhibit  99.1 and
incorporated by reference herein.


                  Section 9 - Financial Statements and Exhibits



Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


     The exhibit is  furnished  pursuant to Item 5.02 and shall not be deemed to
be "filed."

Exhibit No.              Document Description
99.1                     Press Release dated June 5, 2006









                                   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 _June  6, 2006_______
                                  ____________/s/ Sandra B. Cochran___________
                                              ---------------------
                                                    (Signature)
                                 Name:  Sandra B. Cochran
                                 Title:   President and Chief Executive Officer







                                  EXHIBIT INDEX





Exhibit No.              Document Description
99.1                     Press Release dated June 5, 2006