UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: February

28, 2009

SCHEDULE 13D

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Item 1.

Security and Issuer

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Books-A-Million, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 402 Industrial Lane, Birmingham, Alabama 35211.  This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 18, 2008 (the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 1, all information contained in this Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 1.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

The total purchase price for the 726,514 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of October 17, 2008 was approximately $5,755,843.  The source of such funds was the assets of two private investment partnerships (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, and proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

The information concerning percentages of ownership set forth below is based on 15,608,834 shares of Common Stock reported outstanding as of September 8, 2008 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended August 2, 2008.

Discovery Group beneficially owns 726,514 shares of Common Stock as of October 17, 2008, which represents 4.7% of the outstanding Common Stock.

Mr. Donoghue beneficially owns 726,514  shares of Common Stock as of October 17, 2008, which represents 4.7% of the outstanding Common Stock.

Mr. Murphy beneficially owns 726,514 shares of Common Stock as of October 17, 2008, which represents 4.7% of the outstanding Common Stock.

Discovery Group is the sole general partner of one of the Partnerships and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships.

The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.

No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein. 

Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on October 16, 2008.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.

Item 7.

Material to be Filed as Exhibits

Exhibit 1:                List of transactions by Reporting Persons in the Company’s Common Stock

since the date of the most recent filing on Schedule 13D.

Exhibit 2:                Joint Filing Agreement dated as of October 20, 2008, by and among

Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 3:                Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 4:                Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

October 20, 2008

Date

DISCOVERY GROUP I, LLC

By: Michael R. Murphy*

Signature

Michael R. Murphy, Managing Member

Name/Title

Daniel J. Donoghue*

Signature

Daniel J. Donoghue

Name/Title

Michael R. Murphy*

Signature

Michael R. Murphy

Name/Title

*By: /s/ Mark Buckley

Mark Buckley

Attorney-in-Fact for Daniel J. Donoghue

Attorney-in-Fact for Michael R. Murphy

Exhibit 1

List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.

Exhibit 2

Joint Filing Agreement dated as of October 20, 2008, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 3

Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 4

Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.