UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Books-A-Million, Inc.
(Amendment No. 2)*.
Common
09857010
Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of give percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.  09857010   13G

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      SunTrust Banks, Inc. as Parent Holding Company for SunTrust Banks of
      Georgia, Inc.; SunTrust Banks of Tennessee, Inc. and in various
      fiduciary capacities.
      58-1575035
------------------------------------------------------------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (A) _______
                                                         (B) _______
------------------------------------------------------------------------
3.    SEC USE ONLY

------------------------------------------------------------------------
4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      Georgia
----------------------------------------------------------------------
NUMBER OF                 5.  SOLE VOTING POWER

SHARES                    129,411
                          --------------------------------------------------
BENEFICIALLY              6.  SHARED VOTING POWER

OWNED BY                  285,925
                          --------------------------------------------------
EACH                      7.  SOLE DISPOSITIVE POWER

REPORTING                 26,201
                          --------------------------------------------------
PERSON                    8.  SHARED DISPOSITIVE POWER

WITH                      384,135
----------------------------------------------------------------------
9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        415,336
------------------------------------------------------------------------
10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
        SHARES*
------------------------------------------------------------------------
11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        2.33%
------------------------------------------------------------------------
12.     TYPE OF REPORTING PERSON*

        HC and BK

                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                     SCHEDULE 13G
                       UNDER THE SECURITIES EXCHANGE ACT OF 1934

Item 1(a)     Name of Issuer:
---------     --------------
              Books-A-Million, Inc.

Item 1(b)     Address of Issuer's Principal Executive Offices:
---------     -----------------------------------------------
              402 Industrial Lane
              Birmingham, Alabama  35211

Item 2(a)     Name of Person Filing:
---------     ---------------------
              SunTrust Banks, Inc. as Parent Holding Company for SunTrust
              Banks of Georgia, Inc.; SunTrust Banks of Tennessee, Inc.
              and in various fiduciary capacities.

Item 2(b)     Address of Principal Business Office(s):
---------     ---------------------------------------
              303 Peachtree Street, Suite 1500
              Atlanta, Georgia  30308

Item 2(c)     Citizenship:
---------     -----------
              SunTrust Banks, Inc. is a Georgia corporation; SunTrust Banks
              of Georgia, Inc. is a Georgia corporation; SunTrust Banks
              of Tennessee, Inc. is a Tennessee corporation.

Item 2(d)     Title of Class of Securities:
---------     ----------------------------
              Common

Item 2(e)     CUSIP Number:
---------     ------------
              09857010

Item 3        Type of Person:
------        --------------
              (b) Bank as defined in section 3(a)(6) of the Act.
              (g) Parent holding company, in accordance with para. 240,13d-
                  1(1)(ii)(H).

Item 4         Ownership:
------         ---------

               Amount Beneficially Owned.  415,336

               (b)  Percent of Class:   2.33%

               (c)  Number of Shares as to which such person has:

                  (i)  Sole power to vote or to direct the vote:  129,411

                 (ii)  Shared power to vote or to direct the vote: 285,925

                (iii)  Sole power to dispose or to direct the disposition of:
                            26,201

                (iv)   Shared power to dispose or the direct the disposition
                        of:  384,135

Item 5       Ownership of Five Percent or Less of Class:
------       ------------------------------------------
             X

Item 6       Ownership of More than 5 Percent of Behalf of Another Person:
------       ------------------------------------------------------------
             Not applicable

Item 7       Identification and Classification of the Subsidiary Which
------       Acquired the Security Being Reported on By the Parent Holding
             Company:
             ------------------------------------------------------------
             Not applicable

Item 8       Identification and Classification of Members of the Group:
------       ---------------------------------------------------------
             Not Applicable

Item 9       Notice of Dissolution of Group:
------       ------------------------------
             Not Applicable

Item 10      Certification:
-------      -------------
             By signing below I certify that, to the best of my knowledge
             and belief, the securities referred to above were acquired in
             the ordinary course of business and were not acquired for the
             purpose of and do not have the effect of changing or
             influencing the control of the issuer of of such securities and
             were not acquired in connection with or as a participant in any
             transaction having such purpose or effect.

             Signature:
             ---------
             After reasonable inquiry and to the best of my knowledge and
             belief, I certify that the information set forth in this
             statement is true, complete and correct.

Dated:  February 8, 1999

SunTrust Banks, Inc.

By        /s/ Cynthia S. Walker
          -------------------------
          Cynthia S. Walker, Assistant Vice President
          STI Trust & Investment Operations, Inc. as agent for
          SunTrust Banks, Inc.

                                  EXHIBIT A

The shares reported are held by one or more subsidiaries of SunTrust
Banks, Inc.  in various fiduciary and agency capacities.  SunTrust Banks,
Inc. and such subsidiaries disclaim by beneficial interest in any of the
shares reported, and the filing of this statement shall not be construed as
an admission to the contrary.

Certain of the shares included in shared voting authority are held in
agency accounts, and co-fiduciary accounts in nominee registration.  These
are voted by the banks under revocable authority or trust accounts and
therefore, are reported as shared voting authority.

                                  EXHIBIT B

Various co-trustees share the power to direct subsidiaries of income
including dividends and the proceeds from sale of securities.  Additionally,
various beneficiaries have the right to receive dividends.

                                  EXHIBIT C

                               Sole     Shared     Sole      Shared
                              Voting    Voting    Power to   Power to
Name of Person Filing          Power     Power     Dispose    Dispose
----------------------------------------------------------------------
SunTrust Banks of Georgia, Inc.
as Parent Holding Company for:
------------------------------
SunTrust Bank, Atlanta        2,171       -0-        2,171        -0-
and in Various Fiduciary
Capacities
25 Park Place, N.E.
Atlanta, Georgia  30303

SunTrust Banks of Tennessee, Inc.
as Parent Holding Company for:
---------------------------------
SunTrust Bank, Alabama, N.A.       112,240       285,925      14,030   384,135
and in Various Fiduciary Capacities
201 South Court Street
Florence, Alabama  35631

SunTrust Banks of Florida, Inc.
as Parent Holding Company for:
-------------------------------
SunTrust Bank, Gulf Coast, N.A.     15,000          -0-        10,000      -0-
and in various fiduicary capacities
1549 Ringling Blvd.
Sarasota, Florida  34236

Shares Beneficially Owned:  415,336

SunTrust Banks, Inc.
303 Peachtree Street, Suite 1500
Atlanta, Georgia  30308

February 8, 1999

Ladies and Gentlemen:

There is hereby transmitted for filing pursuant to Section 13(g) of
the Securities Exchange Act of 1934 and Rule 13G thereunder a
Schedule 13G relating to beneficial ownership of less than 5% by
SunTrust Banks, Inc. and its subsidiaries of shares of Books-A-Million, Inc.
Common Stock.

Please call the undersigned at (404) 581-1475 if you have any questions.

Sincerely,

/s/ Cynthia S. Walker
---------------------
Cynthia S. Walker
Assistant Vice President
STI Trust & Investmemt Operations, Inc. as agent for SunTrust Banks, Inc.

cc:   Books-A-Million, Inc.
      National Associaton of Securities Dealers