San Francisco — FIVE years ago, Gary Frank decided to sell his bookstore here.

The Booksmith had built a fine reputation over a quarter of a century, thanks to
an
impressive series of author appearances and a high-traffic location in the old
hippie
neighborhood of Haight-Ashbury.

Yet hardly anyone expressed interest. Frank was disappointed but not surprised.

"Maybe they saw the future," he said.

A Clean Well-Lighted Place for Books, open since 1982 near City Hall, sought a
buyer,
couldn't find one, and closed last summer. Cody's Books shut its flagship
Berkeley store
after a half-century run. Black Oak Books closed one of its stores and is
considering
shutting the other two if a buyer can't be found. Numerous small new and
secondhand
stores have fallen with little fanfare.

The casualties are nationwide. Coliseum Books and Murder Ink in Manhattan shut
down in
recent weeks. Micawber Books in Princeton, N.J., couldn't make it. Dutton's
2-year-old
outpost in Beverly Hills has closed, and the original Dutton's in Brentwood will
be forced to
shrink or relocate if the landlord carries through with plans to redevelop the
site.

Rising rents and competition from the chains have imperiled independents for
years, but
San Francisco used to think it was immune. Cody's and other Bay Area stores
helped spark
the Beat movement, encouraged the counterculture, fueled the initial protests
against the
Vietnam War. In a region that sees itself as smart and civilized, bookshops were
things to
be cherished.

No longer, apparently. The stores that are still in business feel compelled to
underline that
fact.

"Rare but Not Extinct," one proclaimed in a holiday ad. Another, announcing a
special sale
in a leaflet, felt the need to emphasize, "We're not going out of business."

WHAT'S undermining the stores is a massive shift in buying habits brought about
by the
Internet. Ordering from Amazon.com, Frank said, has almost become the generic
term for
book buying.

Technology changes behavior, which reshapes the physical landscape. The era of
repertory
movie houses playing "Casablanca" and "High Noon" ended with the VCR. The
telephone
booth was replaced by the beeper, which was made obsolete by the cellphone. And
the
newspaper is under siege by the Internet's ability to recombine and distribute
news
without leaving ink on your hands.

"The bookstore as we know it is in dire straits," said Lewis Buzbee, a novelist
who spent
many years working in the local shops.

That sense of peril is doubtless one reason "The Yellow-Lighted Bookshop,"
Buzbee's
loving memoir of his time as a clerk in the Bay Area interspersed with a history
of the
bookselling trade, has become a small but genuine hit. It's just gone into its
fourth
printing, with enthusiastic crowds flocking to the writer's appearances.

"One thing books do is offer us concrete definitions for sometimes hazy
feelings," said
Buzbee, 49. "My memoir gives people a venue for sharing their emotions about
bookstores."

A good bookstore, he notes, is unlike any other retail space. Where else can you
linger,
sample the merchandise and then casually reject it if not quite right? Your
local pizzeria
would frown on such behavior. In a culture that worships money, bookstores are
one of
the few commercial institutions where cost doesn't trump all other
considerations. Massive
bestsellers share shelf space with the most obscure tomes.

Buzbee exalts a place where time seems to slow but hours can disappear in an
instant,
where browsers coexist in a companionable solitude, where a chance encounter
with the
exact right volume might create an explosion in your head.

"Not only could your world change, but the rest of the world could change," he
told an
audience at the venerable City Lights bookstore in North Beach.

It was a message that Kim Webster, an apartment concierge, heard and found
eloquent.
She said Buzbee captured "the essence, the nirvana feeling, the power of the
written
word."

But she didn't buy his $17 volume that night. Maybe later, she said, maybe from
her local
chain superstore. And if she missed it there, the Internet is an emporium that
never closes.

THIS is the paradox of modern bookselling. Even in an entertainment-saturated
age,
people still buy books. But the casual reader has many other places to get
bestsellers and
topical books, from warehouse stores to the mall. Meanwhile, book nuts — the
ones who
simply must buy several volumes a week — are lured online. Few businesses can
survive
that lose customers from both ends of the spectrum.

In 1995, anyone seeking a book that was the least bit uncommon had to have a
store
special order it from the publisher. If it was out of print, the would-be reader
needed to
trudge to the local secondhand shop, which would run a classified advertisement
in AB
Bookman's Weekly, a magazine that circulated among book dealers. It was a
hit-or-miss
proposition.

AB Bookman's Weekly went out of business in late 1999, an early Internet
casualty. There
are now half a dozen major Internet search engines that specialize in books. On
one of
them, AbeBooks.com, there are 44 copies of "The Yellow-Lighted Bookshop."

It's hard for any single used bookstore to compete against this bounty, just as
it's
impossible for any shop carrying new books to rival the electronic plenitude of
Amazon.
Because the Internet retailer doesn't have to pay rent for display space or
charge sales tax,
its books are almost invariably cheaper too.

"I'd be really hard pressed to come up with a single social or demographic trend
that is in
favor of bookstores," said Tom Haydon, whose Wessex Books in Menlo Park was for
decades the best secondhand store in the 50-mile stretch between San Francisco
and San
Jose.

Unable to find a buyer, Haydon closed Wessex in June 2005.

"It's a lost cause," he said.

During the 1990s, when the biggest threat facing independents was the Barnes &
Noble
and Borders chains, there was outrage and action. In Capitola, a full-size
Borders store
was voted down by the City Council in 1999. When a Borders opened a few miles
away in
Santa Cruz the next year, it was greeted by demonstrators and hecklers.

But in the last year or two, as the menace from the Internet became palpable,
the chains
lost their position as No. 1 villain. Borders and Barnes & Noble reported that
sales in stores
open for more than a year slipped over the Christmas holidays, despite the
healthy
economy.

Meanwhile, Amazon reported "media" sales (which include books) in North America
of
$1.25 billion for the last three months of 2006, a 21% increase over the same
period a
year earlier.

"The purpose of a business is to satisfy the needs and wants of a customer,"
said book
industry consultant Albert Greco. "That's what the online world has done."

MAYBE that's why passions among literary folk now seem so muted.

When sliding sales forced Cody's to close its store next to the UC Berkeley
campus, the
poet Ron Silliman wrote on his blog that it was once the anchor of "the best
book-buying
block in North America." But in the discussion that followed, the attitude was
one of
resignation if not indifference.

"Why would anyone want to perpetuate small independents by paying higher
prices?"
wondered Curtis Faville, a poet who sells rare books on the Internet. "Most of
these proud
little independents were poorly run anyway."

Less harshly, Silliman suggested in an e-mail that "we're simultaneously caught
in the
wonder of the new and true mourning for the losses of the old."

It's an unsettling if inevitable process. Half a century ago, Silliman said, he
would play
chess and checkers with his grandfather as they listened to the radio. "That
stopped once
the TV arrived, because now we all had to face the same direction," he wrote.

Those for whom "browsing" has much more of an online connotation than a physical
one
barely register the shift.

"Bookstores, small or large, don't carry what I'm looking for," said Logan Ryan
Smith, a 29-
year-old accountant who publishes a literary magazine and poetry pamphlets. "I'm
not
going to find an Effing Press or Ugly Duckling Presse book even at City Lights
or Cody's."

Smith is a beneficiary of what Chris Anderson, editor of Wired magazine, has
dubbed "the
Long Tail."

The Internet has transformed American culture from a place where a few sold the
same
thing to many — think network television or the Hollywood studios or even
booksellers
circa 1970 — to one where the middleman or gatekeeper can be circumvented.

The humblest band, the most amateur moviemaker and the clunkiest poet now have
at
least a hope of finding fans, and of having fans find them. When diagramed on a
chart,
this new marketplace resembles a tail extending into infinity.

"The clear lesson of the Long Tail is that more choice is better," Anderson
said. "Since
bookstores can't compete on choice, many once-cherished stores are going to be
road
kill."

Not that he thinks this is a big deal.

"A lot of our affection for bookstores is based on a romanticized notion,"
Anderson said.
"The fact that we're not patronizing them speaks more loudly than our words."

Buzbee, who does patronize them, is determined to be hopeful.

"I don't know whether pulling our hair out and bemoaning our fate does any
good," he
said. "Technology is here to stay, but I firmly believe that we will still have
better things to
do than sit in front of a computer."

The bookstores Buzbee worked in, Upstart Crow and Printer's Inc., are long gone.
The
shop where he now feels most at home is the Booksmith. "The perfect urban
bookstore,"
he calls it in "The Yellow-Lighted Bookshop."

Last fall, a weary Frank was contemplating closing the 11-employee store when he
finally
received a solid offer. A few weeks ago, he signed a tentative agreement to sell
the
Booksmith for a mid-six-figure price to a partnership led by Praveen Madan,
whose
previous career involved steering tech firms to profitability.

Madan, 41, calls bookstore owners "reluctant capitalists," saying they're
suffering because
they haven't innovated. His goal: "Create the store for the 21st century. If you
do it well,
you'll give customers a reason to come back. But you can't do it by making them
feel
guilty."

He's full of plans for improving the Booksmith's website, tying the store more
firmly to the
Haight-Ashbury community, doing more events — making it both inescapable and
irresistible for those who live in the neighborhood.

Frank, who owns the Booksmith building, is helping out the new team by offering
a below-
market rent. He couldn't think offhand of a store anywhere in the country that
has
successfully reinvented itself and moved to a secure financial footing, but that
doesn't
mean it's impossible.

"Someone needs to take bookstores to another level," Frank said. "Because this
level sure
isn't working."

 By David Streitfeld, Times Staff Writer