Summary of BOOKS A MILLION INC

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On August 20, 2009, the Board of Directors (the "Board") of Books-A-Million, Inc. (the "Company") approved amendments to the Company's Code of Business Conduct and Ethics (the "Code of Conduct"), which applies to all of its directors, officers and employees. The Company added new provisions to the Code of Conduct regarding the protection and use of Company assets and drug and alcohol abuse. The amendments also include technical, administrative and other non-substantive changes in other sections of the Code of Conduct. The foregoing summary of the amendments to the Code of Conduct is qualified in its entirety by reference to the amended Code of Conduct, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference. The amended Code of Conduct will also be posted as soon as practicable on the corporate governance page of the Company's website at www.booksamillioninc.com.

On August 20, 2009, the Board also approved a waiver to the conflicts of interest section of the Code of Conduct. Terry C. Anderson, a director of the Company, and Clyde B. Anderson, the Company's Chairman, President and Chief Executive Officer, each have significant financial interests in Anderson Media, which is the Company's exclusive supplier of magazines, comics, and newspapers. The total purchases of these products from Anderson Media approximate 5% of the Company's revenues in fiscal 2009 and are reasonably expected to approximate 5% of the Company's revenues in the current fiscal year. The Board has determined that it is in the best interests of the Company to issue this waiver and continue the arms length business transactions with Anderson Media.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:

This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. These statements include the Company's expectation that the amounts involved in certain transactions involving Anderson Media in the current fiscal year will approximate 5% of the Company's revenues. A number of factors could cause the actual amounts to be materially different from the amounts implied by such forward-looking statements. Such forward-looking statements are necessarily dependent upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Given these uncertainties, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligations to update any of the forward-looking statements contained herein to reflect future events or developments.