Exhibit 31.1

         

**CERTIFICATIONS**

         

I, Clyde B.        Anderson, certify that:

| 1. | I have reviewed this annual report on Form 10-K of                        Books-A-Million, Inc.; |
|----|--------------------------------------------------------------------------------------------------|

2.                Based on my knowledge, this report does not        contain any untrue statement of a material fact or omit to state a material fact necessary        to make the statements made, in light of the circumstances under which such statements were        made, not misleading with respect to the periods presented in this report;

3.         Based on my        knowledge, the financial statements, and other financial information included in this        report, fairly present in all material respects the financial condition, results of        operations and cash flows of the registrant as of, and for, the periods presented in this        annual report.

4.         The registrant's        other certifying officers and I are responsible for establishing and maintaining disclosure        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and        internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and        15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such        disclosure controls and procedures to be designed under our supervision, to ensure that        material information relating to the registrant, including its consolidated subsidiaries,        is made known to us by others within those entities, particularly during the period in        which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such        internal control over financial reporting to be designed under our supervision, to provide        reasonable assurance regarding the reliability of financial reporting and the preparation        of financial statements for external purposes in accordance with generally accepted        accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and        procedures and presented in this report our conclusions about the effectiveness of the        disclosure controls and procedures, as of the end of the period covered by this report        based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal        control over financial reporting that occurred during the registrant’s most recent        fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that        has materially affected, or is reasonably likely to materially affect, the        registrant’s internal control over financial reporting; and

5.                The registrant's other certifying officers        and I have disclosed, based on our most recent evaluation of internal control over        financial reporting, to the registrant's auditors and the audit committee of registrant's        board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or        operation of internal controls over financial reporting which are reasonably likely to        adversely affect the registrant's ability to record, process, summarize and report        financial information; and

b) Any fraud, whether or not material, that involves management or other        employees who have a significant role in the registrant's internal control over financial        reporting.

Date: April        14, 2008

 

|   | _/s/ Clyde B. Anderson                          |
|--------|------------------------------------------------------|

|   | Clyde B. Anderson |
|--------|-------------------|

|   | Executive Chairman of the Board |
|--------|---------------------------------|