Mixture of Experts (MoE) framework has become a popular architecture for large language models due to its superior performance compared to dense models. However, training MoEs from scratch in a large-scale regime is prohibitively expensive. Previous work addresses this challenge by independently training multiple dense expert models and using them to initialize an MoE. In particular, state-of-the-art approaches initialize MoE layers using experts' feed-forward parameters while merging all other parameters, limiting the advantages of the specialized dense models when upcycling them as MoEs. We propose BAM (Branch-Attend-Mix), a simple yet effective improvement to MoE training. BAM makes full use of specialized dense models by not only using their feed-forward network (FFN) to initialize the MoE layers but also leveraging experts' attention weights fully by leveraging them as mixture-of-attention (MoA) layers. We explore two methods for upcycling MoA layers: 1) initializing separate attention experts from dense models including key, value, and query matrices; and 2) initializing only Q projections while sharing key-value pairs across all experts to facilitate efficient inference. Our experiments using seed models ranging from 590 million to 2 billion parameters show that our approach outperforms state-of-the-art approaches under the same data and compute budget in both perplexity and downstream tasks evaluations, confirming the effectiveness of BAM.