<PAGE>

                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549


               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934



For Quarter Ended May 5, 2001
Commission file number 001-13143



                           BJ'S WHOLESALE CLUB, INC.
            (Exact name of Registrant as specified in its charter)


                    DELAWARE                            04-3360747
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification No.)

              One Mercer Road
            Natick, Massachusetts                           01760
     (Address of principal executive offices)             (Zip Code)

                                (508) 651-7400
             (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No_____.
                                      ---

The number of shares of the Registrant's common stock outstanding as of June 2,
2001: 72,893,754


<PAGE>

                         PART I. FINANCIAL INFORMATION

                           BJ'S WHOLESALE CLUB, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                                Thirteen Weeks Ended
                                                                                      ----------------------------------------
                                                                                          May 5,                  April 29,
                                                                                           2001                     2000
                                                                                      --------------           ---------------

                                                                                  (Dollars in Thousands except Per Share Amounts)
<S>                                                                               <C>                          <C>
    Net sales                                                                         $    1,134,172           $     1,021,073

    Membership fees and other                                                                 27,861                    24,613
                                                                                      --------------           ---------------

       Total revenues                                                                      1,162,033                 1,045,686
                                                                                      --------------           ---------------

    Cost of sales, including buying and occupancy costs                                    1,041,161                   937,910

    Selling, general and administrative expenses                                              84,680                    77,944

    Preopening expenses                                                                          278                     1,743
                                                                                      --------------           ---------------

       Operating income                                                                       35,914                    28,089

    Interest income, net                                                                       1,424                     1,332
                                                                                      --------------           ---------------

    Income before income taxes                                                                37,338                    29,421

    Provision for income taxes                                                                14,375                    11,327
                                                                                      --------------           ---------------

       Net income                                                                     $       22,963           $        18,094
                                                                                      ==============           ===============

    Net income per common share:
       Basic                                                                          $         0.32           $          0.25
                                                                                      ==============           ===============
       Diluted                                                                        $         0.31           $          0.24
                                                                                      ==============           ===============

    Number of common shares for earnings per share computations:
       Basic                                                                              72,623,411                73,637,712
       Diluted                                                                            74,283,486                75,330,753
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>

                           BJ'S WHOLESALE CLUB, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    May 5,               February 3,             April 29,
                                                                     2001                   2001                    2000
                                                                ---------------        ---------------         --------------
                                                                  (Unaudited)                                    (Unaudited)
                                                                                    (Dollars in Thousands)
<S>                                                             <C>                  <C>                       <C>
ASSETS
Current assets:
  Cash and cash equivalents                                     $        87,327       $       120,392          $      114,725
  Accounts receivable                                                    47,443                55,250                  42,243
  Merchandise inventories                                               518,216               495,285                 462,258
  Current deferred income taxes                                           7,814                 7,677                   6,116
  Prepaid expenses                                                       15,542                15,967                  13,672
                                                                ---------------       ---------------          --------------
     Total current assets                                               676,342               694,571                 639,014
                                                                ---------------       ---------------          --------------

Property at cost:
  Land and buildings                                                    385,318               364,418                 343,417
  Leasehold costs and improvements                                       67,251                67,565                  60,288
  Furniture, fixtures and equipment                                     335,393               331,129                 288,982
                                                                ---------------       ---------------          --------------
                                                                        787,962               763,112                 692,687
  Less accumulated depreciation and amortization                        247,973               239,198                 214,380
                                                                ---------------       ---------------          --------------
                                                                        539,989               523,914                 478,307
                                                                ---------------       ---------------          --------------

Property under capital leases                                             3,319                 3,319                   3,319
  Less accumulated amortization                                           2,323                 2,281                   2,157
                                                                ---------------       ---------------          --------------
                                                                            996                 1,038                   1,162
                                                                ---------------       ---------------          --------------

Other assets                                                             19,765                14,211                  11,649
                                                                ---------------       ---------------          --------------
     Total assets                                               $     1,237,092       $     1,233,734          $    1,130,132
                                                                ===============       ===============          ==============

LIABILITIES
Current liabilities:
  Accounts payable                                              $       342,459       $       335,060          $      347,797
  Accrued expenses and other current liabilities                        136,559               147,536                 121,501
  Accrued federal and state income taxes                                 16,802                31,807                  11,572
  Obligations under capital leases due within one year                      245                   240                     224
                                                                ---------------       ---------------          --------------
     Total current liabilities                                          496,065               514,643                 481,094
                                                                ---------------       ---------------          --------------

Obligations under capital leases, less portion due
  within one year                                                         1,769                 1,828                   1,997
Other noncurrent liabilities                                             42,681                44,453                  40,532
Deferred income taxes                                                     7,799                 7,895                   8,511

STOCKHOLDERS' EQUITY
Common stock, par value $.01, authorized 180,000,000
  shares, issued 74,410,190 shares                                          744                   744                     744
Additional paid-in capital                                               71,656                75,583                  81,300
Retained earnings                                                       671,491               648,528                 535,146
Treasury stock, at cost, 1,641,142, 1,947,341 and
  597,118 shares                                                        (55,113)              (59,940)                (19,192)
                                                                ---------------       ---------------          --------------
    Total stockholders' equity                                          688,778               664,915                 597,998
                                                                ---------------       ---------------          --------------
    Total liabilities and stockholders' equity                  $     1,237,092       $     1,233,734          $    1,130,132
                                                                ===============       ===============          ==============
</TABLE>

   The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>

                           BJ'S WHOLESALE CLUB, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                Thirteen Weeks Ended
                                                                                        -------------------------------------
                                                                                           May 5,                April 29,
                                                                                            2001                    2000
                                                                                        -------------          --------------

                                                                                               (Dollars in Thousands)
<S>                                                                                     <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                              $      22,963          $       18,094
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization of property                                                 14,775                  12,952
     Loss on property disposals                                                                    14                       6
     Other noncash items (net)                                                                     32                      28
     Deferred income taxes                                                                       (233)                     28
     Tax benefit from exercise of stock options                                                 9,431                   5,222
     Increase (decrease) in cash due to changes in:
       Accounts receivable                                                                      7,807                   9,755
       Merchandise inventories                                                                (22,931)                (15,487)
       Prepaid expenses                                                                           425                   1,810
       Other assets                                                                            (5,577)                   (173)
       Accounts payable                                                                         7,399                   1,686
       Accrued expenses                                                                          (534)                 (5,620)
       Accrued income taxes                                                                   (15,005)                 (9,234)
       Other noncurrent liabilities                                                            (1,772)                  2,101
                                                                                        -------------          --------------
Net cash provided by operating activities                                                      16,794                  21,168
                                                                                        -------------          --------------

CASH FLOWS FROM INVESTING ACTIVITIES
Property additions                                                                            (41,266)                (21,681)
                                                                                        -------------          --------------
Net cash used in investing activities                                                         (41,266)                (21,681)
                                                                                        -------------          --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of capital lease obligations                                                            (54)                    (49)
Proceeds from sale and issuance of common stock                                                 7,130                   4,465
Purchase of treasury stock                                                                    (15,669)                 (7,186)
                                                                                        -------------          --------------
Net cash used in financing activities                                                          (8,593)                 (2,770)
                                                                                        -------------          --------------

Net decrease in cash and cash equivalents                                                     (33,065)                 (3,283)
Cash and cash equivalents at beginning of year                                                120,392                 118,008
                                                                                        -------------          --------------
Cash and cash equivalents at end of period                                              $      87,327          $      114,725
                                                                                        =============          ==============

Supplemental cash flow information:
  Interest paid, net                                                                    $         (15)         $          (23)
  Income taxes paid                                                                            29,613                  20,533

Noncash financing and investing activities:
  Treasury stock issued for compensation plans                                                 20,497                  14,350
</TABLE>

   The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>

                           BJ'S WHOLESALE CLUB, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                     Common
                                                     Stock           Additional                                           Total
                                                   Par Value           Paid-in        Retained          Treasury       Stockholders'
                                                     $.01              Capital        Earnings            Stock           Equity
                                                 -------------      -----------     ------------     -------------    --------------
<S>                                            <C>                <C>              <C>              <C>              <C>
                                                                              (Dollars in Thousands)

Balance, January 29, 2000                        $         744      $    85,958     $    517,052     $    (26,356)    $     577,398
     Net income                                              -                -           18,094                -            18,094
     Sale and issuance of common stock                       -           (4,658)               -           14,350             9,692
     Purchase of treasury stock                              -                -                -           (7,186)           (7,186)
                                                 -------------      -----------     ------------     ------------     -------------
Balance, April 29, 2000                          $         744      $    81,300     $    535,146     $    (19,192)    $     597,998
                                                 =============      ===========     ============     ============     =============


Balance, February 3, 2001                        $         744      $    75,583     $    648,528     $    (59,940)    $     664,915
     Net income                                              -                -           22,963                -            22,963
     Sale and issuance of common stock                       -           (3,927)               -           20,496            16,569
     Purchase of treasury stock                              -                -                -          (15,669)          (15,669)
                                                 -------------      -----------     ------------     ------------     -------------
Balance, May 5, 2001                             $         744      $    71,656     $    671,491     $    (55,113)    $     688,778
                                                 =============      ===========     ============     ============     =============
</TABLE>

   The accompanying notes are an integral part of the financial statements.





                                       5

<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  The results for the quarter ended May 5, 2001 are not necessarily indicative
of the results for the full fiscal year or any future period because, among
other things, the Company's business, in common with the business of retailers
generally, is subject to seasonal influences. The Company's sales and operating
income have historically been strongest in the fourth quarter holiday season and
lowest in the first quarter of each fiscal year.

2.  The interim financial statements are unaudited and reflect all normal
recurring adjustments considered necessary by the Company for a fair
presentation of its financial statements in accordance with generally accepted
accounting principles.

3.  These interim financial statements should be read in conjunction with the
consolidated financial statements and related notes in the Company's Annual
Report on Form 10-K for the fiscal year ended February 3, 2001.

4.  The components of interest income, net were as follows (amounts in
thousands):

<TABLE>
<CAPTION>
                                                 Thirteen Weeks Ended
                                                ----------------------
                                                 May 5,      April 29,
                                                  2001         2000
                                                --------     ---------
   <S>                                          <C>          <C>
   Interest income                              $  1,424     $   1,332
   Capitalized interest                              128           132
   Interest expense on debt                          (75)          (73)
   Interest on capital leases                        (53)          (59)
                                                --------     ---------
   Interest income, net                         $  1,424     $   1,332
                                                ========     =========
</TABLE>

5.  The following details the calculation of earnings per share for the periods
presented below (amounts in thousands except per share amounts):

<TABLE>
<CAPTION>
                                                 Thirteen Weeks Ended
                                                ----------------------
                                                 May 5,      April 29,
                                                  2001         2000
                                                --------     ---------
   <S>                                          <C>          <C>
   Net income                                   $ 22,963     $  18,094
                                                ========     =========

   Weighted-average number of common shares
   outstanding, used for basic computation        72,623        73,638

   Plus: Incremental shares from assumed
   exercise of stock options                       1,660         1,693
                                                --------     ---------

   Weighted-average number of common and
   dilutive potential common shares outstanding   74,283        75,331
                                                ========     =========

   Basic earnings per share                     $   0.32     $    0.25
                                                ========     =========

   Diluted earnings per share                   $   0.31     $    0.24
                                                ========     =========
</TABLE>


                                       6
<PAGE>

6.  The Company operated 118 clubs on May 5, 2001 versus 110 clubs on April 29,
2000.

7.  Certain amounts in the prior year's financial statements have been
reclassified for comparative purposes.











                                       7
<PAGE>

                     Management's Discussion and Analysis
               of Financial Condition and Results of Operations


Thirteen Weeks (First Quarter) Ended May 5, 2001 versus Thirteen Weeks Ended
April 29, 2000.

Results of Operations

Net sales for the first quarter ended May 5, 2001 rose 11.1% to $1.134 billion
from $1.021 billion reported in last year's first quarter. This increase was due
to the opening of new stores, a comparable store sales increase of 4.4% and an
expansion in the number of gas stations in operation from 20 at the end of last
year's first quarter to 35 at May 5, 2001. Total revenues in the first quarter
included membership fees of $25.2 million versus $21.9 million in last year's
first quarter. This year's results benefited from an increase in the membership
fee for Business and Inner Circle members from $35 to $40, effective January 1,
2001.

Cost of sales (including buying and occupancy costs) was 91.80% of net sales in
this year's first quarter versus 91.86% in the comparable period last year. This
decrease in percentage was due primarily to a favorable merchandise mix, which
reflected strong sales in a number of departments that have above average
margin. This factor more than offset the increased contribution of low margin
gasoline sales and higher expenses for utilities, which were impacted by higher
rates and colder than normal weather for much of this year's first quarter.

Selling, general and administrative ("SG&A") expenses were 7.47% of net sales in
the first quarter versus 7.63% in last year's comparable period. This percentage
decrease was attributable mainly to effective control of payroll expenses,
reduced advertising costs for new clubs (three new clubs were opened in last
year's first quarter versus none this year), and an increase in gasoline sales,
which have low related SG&A costs. SG&A also continued to benefit from the
increased use of debit cards by BJ's members, which resulted in lower credit
costs as a percentage of sales in the first quarter. (The rollout of debit card
acceptance was completed in last year's second quarter.) These favorable factors
were partially offset by higher medical benefit costs for employees.

Preopening expenses were $.3 million in the first quarter this year compared
with $1.7 million in last year's first quarter, when three new clubs opened. No
new clubs were opened in this year's first quarter.

Operating income in the first quarter rose to $35.9 million, an increase of
27.9% over last year's first quarter operating income of $28.1 million.

Interest income, net was $1.4 million in this year's first quarter versus $1.3
million in the comparable period last year.

The Company's first quarter provision for income taxes was 38.5% of pre-tax
income both this year and last year.

Net income in this year's first quarter was $23.0 million, or $.31 per diluted
share, versus $18.1 million, or $.24 per diluted share, in last year's first
quarter.


                                       8
<PAGE>

Over the remainder of the year, the Company expects to continue to benefit from
the membership fee increase noted above. Because members renew throughout the
year and because membership fee income is recognized over the life of the
membership, the benefit of the fee increase will be spread over a two-year
period. The income benefit in 2001 is projected to be offset by several factors.
The Company will absorb initial excess capacity costs for its new cross-dock
facility in Burlington, New Jersey, which opened in April 2001, and which has
approximately twice the capacity of the facility it replaced. Rate increases for
utilities and employee medical benefits are expected to be higher than normal
throughout 2001. Expenses are also planned in 2001 for the relocation of two
clubs and for preopening costs for clubs expected to open in early 2002.
Finally, the Company will not benefit from the impact of a 53-week fiscal year,
as it did in 2000. Taken together, these expenses have the potential to offset
the first year benefit from the membership fee increase.

The incurrence of preopening costs and advertising costs for new clubs is
projected to be heavily weighted toward the second half of the year; seven new
clubs are forecasted to open in the third quarter of this year; five new club
openings and the two relocations are expected to occur in the fourth quarter.

Seasonality

The Company's business, in common with the business of retailers generally, is
subject to seasonal influences.  The Company's sales and operating income have
historically been strongest in the fourth quarter holiday season and lowest in
the first quarter of each fiscal year.

Recent Accounting Standards

In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities," was issued.  The adoption of
this statement, which became effective at the beginning of 2001, did not have a
material impact on the Company's results of operations, financial position or
cash flows.

Liquidity and Capital Resources

Net cash provided by operating activities was $16.8 million in the first quarter
of 2001 versus $21.2 million in last year's comparable period.  Cash provided by
net income before depreciation and amortization was $37.7 million in the first
quarter of 2001 versus $31.0 million in last year's comparable period.

Cash expended for property additions was $41.3 million in the first quarter of
2001 versus $21.7 million in the first quarter of 2000. The Company opened three
new clubs in last year's first quarter. No new clubs were opened in this year's
first quarter; however, all twelve of this year's scheduled new clubs are
currently under construction and the relocation of the Company's cross-dock
facility to Burlington, New Jersey, was completed during the first quarter. One
new gas station was opened in the first quarter of both this year and last year.

The Company's capital expenditures are expected to total approximately $150
million in 2001, based on plans to open approximately fourteen new clubs,
including the relocation of two clubs, and approximately 25 gas stations. The
Company expects to own five or six of the new club


                                       9
<PAGE>

locations opening in 2001 and also plans to spend approximately $20 to $25
million in 2001 for clubs that will open in 2002. The timing of actual club
openings and the amount of related expenditures could vary from these estimates
due, among other things, to the complexity of the real estate development
process.

During the first quarter of 2001, the Company repurchased 359,700 shares of
common stock for $15.7 million, or an average price of $43.56 per share. On May
24, 2001, the Board of Directors authorized the repurchase of an additional $50
million of the Company's stock. From the inception of its repurchase activities
in August 1998 through May 24, 2001, the Company has repurchased a total of
$146.0 million of stock at an average price of $27.38 per share. Including the
new authorization, the Company's remaining repurchase authorization was $54.0
million as of May 24, 2001.

The Company has a $200 million unsecured credit agreement with a group of banks
which expires July 9, 2002. The agreement includes a $50 million sub-facility
for letters of credit, of which $3.7 million was outstanding at May 5, 2001. The
Company is required to pay an annual facility fee which is currently 0.10% of
the total commitment. Interest on borrowings is payable at the Company's option
either at (a) the Eurodollar rate plus a margin which is currently 0.25%, (b)
the agent bank's prime rate or (c) a rate determined by competitive bidding. The
facility fee and Eurodollar margin are both subject to change based upon the
Company's fixed charge coverage ratio. The agreement contains covenants which,
among other things, include minimum net worth and fixed charge coverage
requirements and a maximum funded debt-to-capital limitation, prohibit the
payment of cash dividends on the Company's common stock, and generally limit the
cumulative repurchase of the Company's common stock to $50 million plus 50% of
net income (as defined by the agreement) earned after January 30, 1998.

The Company also maintains a separate $41 million facility for letters of
credit, primarily to support the purchase of inventories, of which $11.8 million
was outstanding at May 5, 2001, and an additional $20 million uncommitted credit
line for short-term borrowings.

Cash and cash equivalents totaled $87.3 million as of May 5, 2001 and there were
no borrowings outstanding on that date. The Company expects that its current
resources, together with anticipated cash flow from operations, will be
sufficient to finance its operations through the next twelve months. However,
the Company may from time to time seek to obtain additional financing.



                                      10
<PAGE>

Factors Which Could Affect Future Operating Results

This report contains a number of "forward-looking statements," including
statements regarding membership fee income, utility costs, employee medical
benefit costs and preopening and advertising expenses, planned capital
expenditures, planned store and gas station openings and relocations and other
information with respect to the Company's plans and strategies. Any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "estimates," "expects" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause actual events or the Company's
actual results to differ materially from those indicated by such forward-looking
statements, including, without limitation, economic and weather conditions and
state and local regulation in the Company's markets; competitive conditions;
contingent liabilities under the Company's indemnification agreement with The
TJX Companies, Inc.; and events which might cause the Company's 1997 spin-off
from Waban Inc. not to qualify for tax-free treatment. Each of these factors is
discussed in more detail in the Company's Annual Report on Form 10-K for the
fiscal year ended February 3, 2001.

Any forward-looking statements represent the Company's estimates only as of the
day this quarterly report was first filed with the Securities and Exchange
Commission and should not be relied upon as representing the Company's estimates
as of any subsequent date. While the Company may elect to update forward-looking
statements at some point in the future, the Company specifically disclaims any
obligation to do so, even if its estimates change.

Quantitative and Qualitative Disclosures About Market Risk

The Company believes that its potential exposure to market risk as of May 5,
2001 is not material because of the short contractual maturities of its cash and
cash equivalents.  No bank debt was outstanding at May 5, 2001.  The Company has
not used derivative financial instruments.



                                      11
<PAGE>

                          PART II.  OTHER INFORMATION


Item 4 - Submission of Matters to a Vote of Security Holders

         At the 2001 Annual Meeting of Stockholders of the Company (the "Annual
         Meeting") held on May 24, 2001, the re-election of directors S. James
         Coppersmith, Thomas J. Shields and Herbert J. Zarkin was acted upon by
         the stockholders of the Company.

         The number of shares of common stock outstanding and entitled to vote
         at the Annual Meeting was 72,791,034.

         The results of the voting on the re-election of directors are set forth
         below:

<TABLE>
<CAPTION>
                                                 Votes      Votes
                                                  For      Withheld
                                               ----------  --------
              <S>                              <C>         <C>
              S. James Coppersmith             65,326,464   250,321
              Thomas J. Shields                65,335,892   240,893
              Herbert J. Zarkin                65,335,630   241,155
</TABLE>

         The other directors of the Company, whose terms of office as directors
         continued after the Annual Meeting, are Ronald R. Dion, Kerry L.
         Hamilton, Bert N. Mitchell, John J. Nugent, Lorne R. Waxlax and Edward
         J. Weisberger.

Item 6 - Exhibits and Reports on Form 8-K

         (a)  Exhibits

              None

         (b)  Reports on Form 8-K

              The Company did not file any reports on Form 8-K with the
              Securities and Exchange Commission during the quarter ended May 5,
              2001.




                                      12
<PAGE>

                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                           BJ'S WHOLESALE CLUB, INC.
                                           -------------------------
                                           (Registrant)



Date:          June 13, 2001               /S/ JOHN J. NUGENT
       --------------------------          ------------------
                                           John J. Nugent
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



Date:          June 13, 2001               /S/ FRANK D. FORWARD
       --------------------------          --------------------
                                           Frank D. Forward
                                           Executive Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)




                                      13